City Guide Site Consolidated Terms of Service

1.0 ACCEPTANCE OF TERMS

1.1 These City Guide Site Consolidated Terms of Service (all together, the "Terms of Service" or "CTOS") are between you ("You", "Your," or "Manager") and CityGuideSite.com ("CGS"), owned and operated by Slick Website Development, Inc. ("SWD"), collectively referred to as ("SWD-CGS"), and consists of the most recent versions of the terms and conditions of the CTOS (http://www.cityguidesite.com/tos.php) as well as

the City Guide Site Privacy Policy (http://www.cityguidesite.com/privacy.php),
the Managers Control Panel Guidelines (http://www.cityguidesite.com/mcp_guidelines.php),
the Local City Guide Site Guidelines (http://www.cityguidesite.com/local_cgs_guidelines.php),
the Business Directory Guidelines (http://www.cityguidesite.com/businessdirectory_guidelines.php),
the Marketplace Guidelines (http://www.cityguidesite.com/marketplace_guidelines.php),
the City Guide Site Email Account User Terms of Service (http://www.cityguidesite.com/email_tos.php),
and the Omnis Network, LLC Domain Name Registration Agreement attached hereto.

1.2 SWD-CGS reserves the right, in its sole discretion, to change, modify, add, or remove all or part of these Terms, including but not limited to any term, applicable fee, policy, or guideline, at any time without notice or acceptance by You, except as provided in Section 4. Regardless of whether SWD-CGS has provided You individual notice, Your continued use of the Service following SWD-CGS's notice or posting of changed Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Terms and ensure that any contact information You provide to SWD-CGS is updated and correct.

1.3 If You are registering a new domain name or using a previously registered domain name in conjunction with the Service, Your use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN") and the appropriate Omnis Network, LLC Domain Name Registration Agreement set forth below, which is an agreement between You and Omnis Network, LLC, and not with SWD-CGS.

1.4 BY COMPLETING THE REGISTRATION PROCESS ("Registration Process") AND CLICKING THE "I ACCEPT" BUTTON, YOU: (a) agree to be bound by these Terms and, if applicable, the Omnis Network, LLC Domain Name Registration Agreement; (b) represent and warrant that, if You are an individual, You are 18 years old or older or, if You are an entity, that You are a corporation, partnership, or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept these Terms; (c) agree to provide true, accurate, current, and complete information in the Service registration form, including billing and credit card related information and other account information (all together, the "Account Information"), and agree to maintain and update this information to keep it true, accurate, current, and complete; (d) agree to be bound by the terms of the ICANN Uniform Domain Name Dispute Resolution Policy located at http://www.icann.org/udrp/udrp.htm as may be amended or relocated from time to time; and (e) represent and warrant that You have the power and authority to enter into and perform under these Terms. If these Terms or any future changes are unacceptable to You, Your sole remedy is to cancel Your Service. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE REGISTRATION PROCESS OR CLICK THE "I ACCEPT" BUTTON.

2.0 DESCRIPTION OF SERVICE

2.1 SWD-CGS provides users with the ability to license and start their own Local City Guide Site for their city ("CGS License") and to access a broad collection of resources and tools including various website development tools, marketing tools, communications tools, forums, shopping services, search services, personalized content and branded programming (all together, the "Service") through its network of properties which may be accessed through any various medium or device now known or hereafter developed. You also understand and agree that the Service may include advertisements and that these advertisements may be necessary for SWD-CGS to provide the Service. You also understand and agree that the Service may include certain communications from SWD-CGS, such as service announcements, administrative messages and the CGS Newsletter, and that these communications are considered part of CGS membership and You will not be able to opt out of receiving them. Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new SWD-CGS properties, shall be subject to the CTOS. You understand and agree that the Service is provided "AS-IS" and that SWD-CGS assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. You are responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, You must provide and are responsible for all equipment necessary to access the Service.

2.2 SWD-CGS established the definition and creation of a CGS License for a specific City Guide Site to be determined by having a "Mailing Address containing the 'City Guide Site' Name in the City Field" regardless of whether or not it is truly an incorporated city. In other words, if there is a particular "area" where You can send mail to a location using the "area name" in the city field of the mailing address, then a CGS License and City Guide Site may exist. For example, if any business has the mailing address of "City A", then it is possible that a City Guide Site for "City A" could exist, regardless of whether or not "City A" is really a city, or town, or borough, or village. It is also appropriate to only target a city that You actually have licensed, and to include only businesses in Your City Guide Site(s) in which You own the license(s) to the city contained in the businesses mailing address.

2.3 SWD-CGS reserves the right to offer a Free Trial, and to change the length of or discontinue the Free Trial offer at any time without notice.

3.0 INTELLECTUAL PROPERTY

3.1 Except for the rights expressly granted herein, this Agreement does not transfer from SWD-CGS to You any SWD-CGS developed, licensed, or owned technology, and all rights, title, and interest in and to such technology will remain solely with SWD-CGS. The parties agree that they will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.

3.2 Notwithstanding anything to the contrary in this Agreement, You will not attempt to prohibit or enjoin SWD-CGS at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of CGS.

3.3 SWD-CGS may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize SWD-CGS to comply with any and all lawful notices, subpoenas, court orders, or warrants without prior notice to You.

3.4 You will not use SWD-CGS's name or any language, pictures, or symbols that could, in SWD-CGS's sole judgment, imply SWD-CGS's identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without SWD-CGS's prior written consent. You agree that any and all press releases and other public announcements related to this Agreement and subsequent transactions between SWD-CGS and You, including the method and timing of such announcements, must be approved in advance by SWD-CGS in writing. SWD-CGS reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Your obligation regarding public announcements shall be a material breach of these Terms.

3.5 CGS, other SWD-CGS product and service names, and all of their related logos are each trademarks of Slick Website Development, Inc. (the "SWD Marks"). Without SWD's prior written permission, You agree not to display, or use in any manner, the SWD Marks.

4.0 PAYMENT

4.1 Payment Terms

Unless modified in accordance with Section 4.3, You will pay all fees due according to the prices and terms applicable to Your Services, including option features or services. All installation or setup fees and non-recurring charges if any, along with the first months or selected term's recurring charges, shall be due and payable at the activation of Service. Thereafter, recurring fees will be charged on the renewal date ("Next Scheduled Billing Date") of Service to Your credit card on file, PayPal subscription or other payment method chosen at activation of Service. If Your credit card on file or PayPal subscription is invalid, expired, or cancelled or You are otherwise past due in Your payments for any reason, the Service may be terminated and removed from SWD-CGS's servers by SWD-CGS with or without notice, and all the information contained within may be deleted permanently. SWD-CGS accepts no liability for information or content that is deleted due to an invalid credit card, expired credit card or cancelled PayPal subscription or where Your payments are past due. Reactivation of the Service after termination or cancellation for any reason shall require the payment of any past due fees first before reactivation can take place. In the event You fail to pay charges, SWD-CGS may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse SWD-CGS for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or SWD-CGS on the charges and all late payment, interest, or other fees as stated on Your bill. SWD-CGS may modify its billing practices or late payment charges by providing You with prior written notice of the modification. SWD-CGS in its discretion may offer discounts or special offers from time to time.

4.2 Upgrades and Downgrades

You can upgrade or downgrade between the selected payment terms for services and products as described in Section 2 above at any time. Such upgrade or downgrade will take effect on the Next Scheduled Billing Date. For example, in the event that You change from one monthly plan to an every three month plan, Your selected payment method will be charged the full amount of the newly selected term (e.g. three months) on the Next Scheduled Billing Date when the previous one month term was about to renew. And it will renew again at the newly selected term (e.g. three months) at the new Next Scheduled Billing Date for as long as you keep this Selected Term. For instance, if You are currently paying $39.95/month and today is February 1 and Your plan is scheduled to renew on February 15 at $39.95 for one month, but You change from $39.95/month to $119.85/three months on February 1, then You will be billed $119.85 on February 15 and Your Next Scheduled Billing Date will be May 15 at $119.85/three months. You may also be charged, as applicable, an Upgrade or Downgrade fee, if any. Fees may not be credited towards other services. Upon upgrades, downgrades, or cancellation there is no refund of any unused portion of the service.

4.3  Price Changes

SWD-CGS may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon activation of any new CGS License, You will pay and lock-in the then current rate and upon renewal according to the rate and term You select at activation be charged this same rate and term for as long as Your CGS License remains active. If at any time Your CGS License is cancelled by You, or terminated by SWD-CGS for non-payment, You will be charged the most current fees or rates, which may be different, to re-activate the license.

For the current fee schedule, go to:

http://www.cityguidesite.com/search.php for New CGS Licenses.

4.4 Taxes

You shall pay or otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the Services under this Agreement.

5.0 TERM AND TERMINATION

5.1 Term

The Term of this Agreement will commence on the date that You click the "I AGREE" button to these Terms (or the first date on which You use the Service, whichever comes first) and will remain effective for the perpetuity of Your Managers Account until You request Your account to be removed from the system. The period of time corresponding to the plan You select during the CGS License Activation Process is called the ("Initial Term"). If You wish to terminate the Services at the end of the Initial Term for any Active CGS License or any subsequent term to which You is always an automatic ("Renewal Term"), You must sign in to Your account, access the Account Summary page at http://www.cityguidesite.com/summary.php, and follow the instructions on the button or link labeled "Cancel". Neither U.S. mail nor phone notification shall be acceptable. If You renew for a Renewal Term, fail to notify SWD-CGS of Your intent not to renew, or fail to cancel the Services as set forth herein, this Agreement will be automatically renewed on the Next Scheduled Billing Date, for the same term selected at activation during the Initial Term, at the CGS License locked-in rates and fees for the respective CGS License being renewed. Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its Terms.

5.2 Cancellation/Termination by You

You may cancel Your Service and terminate these Terms at any time. If You cancel the Service before the end of the Initial Term or Renewal Term, Your Service and access to the Service will be discontinued immediately, and no refund will be provided for any payments You have made. In order to cancel before being charged for another Renewal Term, You must cancel at least one (1) day prior to Your Next Scheduled Billing Date. If You try to cancel on Your Next Scheduled Billing Date, You may be charged and Your Renewal Term processed before cancellation was successful. In this case, You will not receive a refund for any payment You had due and was made to Your Service before cancellation.

If You had SWD-CGS register a new domain name in conjunction with Your Service and this domain name was not registered in Your own name but in SWD-CGS's name, then SWD-CGS will hold all rights of the registered domain name in respect of that domain name, including the right to sell the domain name to a third party. Additionally, Your domain name will cease working with Your email and no longer point to Your Local City Guide Site web site. After cancellation and/or expiration of this Agreement, You will no longer have access to Your Local City Guide Site through the Managers Control Panel and all information contained therein may be deleted by SWD-CGS.

If You had SWD-CGS register a new domain name in conjunction with Your Service and this domain name was registered in Your own name, or You already registered and owned this domain name Yourself, then You will continue to own this domain name Yourself as long as You do not let the domain name expire through the Domain Name Registrar where it was purchased and You continue to renew the domain name through the Domain Name Registrar Yourself. However, Your domain name will cease working with Your email and no longer point to Your Local City Guide Site web site. After cancellation and/or expiration of this Agreement, You will no longer have access to Your Local City Guide Site through the Managers Control Panel and all information contained therein may be deleted by SWD-CGS.

5.3 Termination by SWD-CGS.

SWD-CGS may terminate these Terms at any time upon notice to You. Notwithstanding anything to the contrary herein, SWD-CGS may also, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from SWD-CGS's servers, or remove any Content within the Service, if SWD-CGS concludes, in its sole discretion, that You (a) have breached, violated, or acted inconsistently with the letter or spirit of these Terms, including any applicable SWD-CGS Policy or any applicable law or regulation; (b) have provided false information as part of Your Account Information; (c) have failed to keep Your Account Information complete, true, and accurate; (d) have not kept Your account in good standing and You have past due accounts beyond fifteen (15) days of Your Next Scheduled Billing date (e) fail to respond to any email communication sent to the email address listed in Your Account Information; (f) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or (g) are engaged in activities or sales that may damage the rights or reputation of SWD-CGS or others (each "Termination for Cause"). Any Termination for Cause by SWD-CGS will take effect immediately, and You expressly agree that You will not have any opportunity to cure. If Your Managers Account Username is terminated for any reason, these Terms and Your access to the Service will also be terminated.

If You had SWD-CGS register a new domain name in conjunction with Your Service and this domain name was not registered in Your own name but in SWD-CGS's name, then SWD-CGS will hold all rights of the registered domain name in respect of that domain name, including the right to sell the domain name to a third party. Additionally, Your domain name will cease working with Your email and no longer point to Your Local City Guide Site web site. After cancellation and/or expiration of this Agreement, You will no longer have access to Your Local City Guide Site through the Managers Control Panel and all information contained therein may be deleted by SWD-CGS.

If You had SWD-CGS register a new domain name in conjunction with Your Service and this domain name was registered in Your own name, or You already registered and owned this domain name Yourself, then You will continue to own this domain name Yourself as long as You do not let the domain name expire through the Domain Name Registrar where it was purchased and You continue to renew the domain name through the Domain Name Registrar Yourself. However, Your domain name will cease working with Your email and no longer point to Your Local City Guide Site web site. After cancellation and/or expiration of this Agreement, You will no longer have access to Your Local City Guide Site through the Managers Control Panel and all information contained therein may be deleted by SWD-CGS.

5.4 Termination for Cause by Either Party

In addition to any other right to terminate set forth herein, either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within fifteen (15) days after Your Next Scheduled Billing date; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

5.5 Termination Legal Event

In the event a ruling, regulation, or order issued by a judicial, legislative, or regulatory body causes SWD-CGS to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations, and/or orders, SWD-CGS may suspend or terminate the Service, or terminate these Terms without liability.

5.6 Deletion of Content

Upon any termination of the Service, SWD-CGS reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order processing information from either the business directory or Marketplace, mailing lists, files, email, and any web pages generated by You or the Service. SWD-CGS accepts no liability for such deleted information or content.

5.7 Responsibility for Fees

Should SWD-CGS suspend a portion, but not all, of Your Service due to a violation by You of any law, regulation, or policy, You shall remain liable for all fees applicable to the Service as a whole. Should SWD-CGS terminate Your Service, You are liable for the payment of all fees applicable to the Service up to the date of termination, in addition to any early termination fees (if any).

5.8 Waiver

You expressly waive any statutory or other legal protection in conflict with the provisions of this Section 5.

6.0 COMMUNICATIONS

As part of the Service, You agree to receive the first of an ongoing series of update communications related to the Service ("Service Updates"). Service Updates may include information about CGS New Features, in addition to other related products and services. Upon receipt of this first Services Update, You will have the opportunity to opt out of future Services Updates by clicking on unsubscribe links or by following unsubscribe instructions within the communication.

7.0 PRIVACY AND ACCEPTABLE USE

7.1 SWD-CGS Policies

You agree that You have received, read and understand the City Guide Site Privacy Policy and also the Managers Control Panel Guidelines, the Local City Guide Site Guidelines, the Business Directory Guidelines, the Marketplace Guidelines, the City Guide Site Email Account User Terms of Service and the Omnis Network, LLC Domain Name Registration Agreement. The SWD-CGS Policies contain restrictions on Your online conduct (including prohibitions against unsolicited commercial email). The current version of the SWD-CGS Policies is posted at the CGS web site as set forth in Section 1.1. SWD-CGS may change the SWD-CGS Policies upon notice to You, which notice may be provided by posting such new SWD-CGS Policies at the CGS web site.

As part of Your Registration Process, You agree that some communications are required, such as, by way of example and not limitation, customer service messages regarding Your Service, and updates to the Service. In order to opt out of receiving such communications, You must cancel the Service and request Your account to be removed. You also understand and agree that the Service may include certain communications from SWD-CGS, such as service announcements and administrative messages, that these communications are considered part of CGS membership, and that You will not be able to opt out of receiving them.

7.2 Prohibited Uses

In addition to those matters set forth in the SWD-CGS Policies, You shall not post, transmit, retransmit, or store material on or through any of the Services which, in the sole judgment of SWD-CGS (i) is in violation of any local, state, federal, or foreign law or regulation, (ii) is threatening, obscene, indecent, defamatory, or that otherwise could adversely affect any individual, group, or entity (collectively, "Persons"), or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent, or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for Your use. You agree that You will NOT knowingly use the Service, among other things, to:

(a) upload, post, email, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;

(b) harm minors in any way;

(c) impersonate any person or entity, including but not limited to a SWD-CGS official, forum leader, guide, manager or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity;

(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;

(e) upload, post, email, transmit, or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary, and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(f) upload, post, email, transmit, or otherwise make available any content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;

(g) upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;

(h) upload, post, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the Service;

(j) intentionally or unintentionally violate, attempt to violate, or avoid any applicable ICANN regulation or policy;

(k) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;

(l) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

(m) "stalk" or otherwise harass another;

(n) collect, transmit, or store personal or financial data about any individual or entity, other than in accordance with Section 9.3 herein;

(o) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades, and other weapons, and creating "Crush" sites;

(p) use Your home page (or any part of Your Local City Guide Site) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond Your Local City Guide Site; Your Local City Guide Site should be used as the Service intends and not entirely as a redirect to another Site or Service;

You agree to indemnify and hold harmless SWD-CGS from any claims resulting from the use of the Services which damages You or any other party. SWD-CGS reserves the right to investigate You, Your business, and/or Your owners, officers, directors, managers, and other principals, Your sites, and the materials comprising the sites at any time. These investigations will be conducted solely for SWD-CGS's benefit, and not for Your benefit or that of any third party. If the investigation reveals any information, act, or omission, which in SWD-CGS's sole opinion, constitutes a violation of any local, state, federal, or foreign law or regulation, or the SWD-CGS Policies, SWD-CGS may immediately shut down Your Service in whole or in part, and notify You of the action. You agree to waive any cause of action or claim You may have against SWD-CGS for such action.

8.0 OWNERSHIP AND SECURITY

You will receive a Managers Account username and password from CGS to provide access to and use of Your Service, and You agree to keep Your password confidential. You are entirely responsible for maintaining the security of Your Service, and You are fully responsible for all activities that occur under Your Service and password, and any other actions taken in connection with the registered domain name, including any email accounts that You create for You or other individuals. You agree to immediately notify SWD-CGS of any unauthorized uses of the Service or any other breaches of security. SWD-CGS cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will SWD-CGS be responsible or liable, in any way, for any acts or omissions of You or any user of Your Service to whom You gave access, or to any unauthorized access of Your Service, including any damages of any kind incurred as a result of such acts or omissions.

9.0 CONTENT AND SOFTWARE

9.1 Content and Conduct Rules

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, links to other World Wide Web sites or resources, and other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that You, and not SWD-CGS, are entirely responsible for all Content that You upload, post, transmit, or otherwise make available via the Service. The Content must comply with these Terms, including applicable SWD-CGS Policies, and any applicable law or regulation.

You agree (a) to post a privacy policy on Your Local City Guide Site that, at a minimum, discloses any and all uses of personal information that You collect from users; (b) to include in Your privacy policy a paragraph provided or approved by SWD-CGS that describes SWD-CGS's collection and use of Your customers information; (c) to provide a hypertext link to Your privacy policy on the bottom of all pages of Your Local City Guide Site and on all pages where You collect personal information from users, including but not limited to all checkout pages; and (d) to use personal information only as expressly permitted by Your privacy policy. You agree to indemnify and defend SWD-CGS from and against any and all claims stemming from Your failure to comply with this provision and/or Your failure or refusal to abide by the terms and provisions of any applicable Privacy Policies.

For purposes of this Section, the term "Cardholder Data" or "CDI" refers to the number assigned by the card issuer that identifies the cardholders account or other cardholder personal information, and "Personally Identifiable Information" or "PII" means any CDI or other personal or financial data relating to any individual or entity.

The provisions set forth in this Section apply to a Merchant or Manager with a Merchant Account that accepts credit card information on Your Local City Guide Site that either itself, or through a processor or other agent, stores, processes, handles, or transmits cardholder data or PII in any manner.

A. Merchant shall at all times comply with the Cardholder Information Security Program ("CISP") requirements for cardholder data that are prescribed in the Visa Operating Regulations or otherwise issued by Visa, as they may be amended from time to time (collectively, the "CISP Requirements"). Copies of current CISP Requirements documentation are available on the Visa.com web site at http://usa.visa.com/business/merchants/cisp_index.html.

B. Merchant acknowledges and agrees that cardholder data may be used only for assisting in completing a card transaction, for fraud control services, for loyalty programs, or as specifically agreed to by Visa or as required by applicable law.

C. In the event of a breach or intrusion of or otherwise unauthorized access to cardholder data stored at or for Merchant, Merchant shall immediately notify the card issuer in the manner required in the CISP Requirements, and provide Visa and the acquiring financial institution and their respective designees access to Merchants facilities and all pertinent records to conduct a review of Merchants compliance with the CISP Requirements. Merchant shall fully cooperate with any reviews of their facilities and records provided for in this paragraph.

D. Merchant shall maintain appropriate business continuity procedures and systems to ensure security of cardholder data in the event of a disruption, disaster, or failure of Merchants or Merchants primary data systems.

E. Merchant and its successors and assigns shall comply with the CISP Requirements after termination of this Agreement.

F. Merchant acknowledges and agrees that PII may be used only for assisting in completing an e-commerce transaction, including fraud control services associated with said e-commerce transaction, subject to applicable law.

9.4 Content Ownership

SWD-CGS does not claim ownership of the Content You place on Your Service. However, by submitting Content to SWD-CGS for inclusion on Your Service, You grant SWD-CGS and its successors and assignees, the worldwide, royalty-free, and nonexclusive license under Your copyrights and other intellectual property rights, if any, in all material and content displayed on Your Service to use, distribute, display, reproduce, and create derivative works from such material in any and all media and display in any manner and on any SWD-CGS property. You also grant SWD-CGS the right to maintain such content on SWD-CGS's servers during the term of these Terms and to authorize the downloading and printing of such material, or any portion thereof, by end-users for their personal use. This license exists for perpetuity while You continue to be a Service customer and continues to remain in effect for perpetuity even when Your Service is terminated with SWD-CGS reserving the right to keep Your Content on the Service for either SWD-CGS's or a future Manager's use of this Service.

You acknowledge that SWD-CGS does not prescreen Content, but that SWD-CGS and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, SWD-CGS and its designees shall have the right to remove any Content that violates these Terms, including any applicable SWD-CGS Policies, is illegal, or is otherwise objectionable as determined in SWD-CGS's sole discretion. You agree that You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

9.5 SWD-CGS Proprietary Rights and Software

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content available from SWD-CGS for the Service, or contained in sponsor advertisements or information presented to You through the Service or advertisers, is protected by copyrights, trademarks, service marks, patents, or other proprietary rights and laws. Except as expressly authorized by SWD-CGS or advertisers, You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the such Content, the Service, or the Software, in whole or in part.

SWD-CGS grants to You a personal, nontransferable and nonexclusive right and license to use the Software only on a server controlled by SWD-CGS for the sole purpose of using the Service; provided that You do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided or authorized by SWD-CGS for use in accessing the Service.

You may not use web pages or parts of web pages generated by means of the Software, other than Content that originates from and is proprietary to You, on any server other than the servers controlled by SWD-CGS without SWD-CGS's express written agreement. You also acknowledge and agree that the Software is intended for access and use by means of web browsing software, and that SWD-CGS does not commit to always support any particular browsing platform. SWD-CGS reserves the right at any time to revise and modify the Software, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software, without notice to You. If any revision or modification to the Software materially changes Your ability to conduct business, Your sole remedy is to cancel Your Service.

With respect to any elective, additional software that may be made available by SWD-CGS in connection with the Service, if You elect to download or access such additional software, You understand that You may have to agree to additional terms and conditions before You use such software.

10.0 DEALINGS WITH ADVERTISERS

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Service, including payment and delivery of related information, goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. You agree that SWD-CGS shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.

11.0 CITY GUIDE SITE BUSINESS DIRECTORY: THIS SECTION APPLIES ONLY TO THE BUSINESS DIRECTORY WITHIN YOUR LOCAL CITY GUIDE SITE

11.1 Business Directory

You can use the Service to facilitate the creation and maintenance of an interactive online business directory ("Business Directory") for the listing of business information. You acknowledge and agree that You will be solely responsible for all information, goods and services offered at and sold through Your Business Directory, all materials used or displayed at the Business Directory, and all acts or omissions that occur at the Business Directory or in connection with Your account or password. Certain Business Directory's may be subject to additional requirements. You agree that Your use of the Service and Your Business Directory will be in compliance with the Business Directory Guidelines (http://www.cityguidesite.com/businessdirectory_guidelines.php) and any applicable laws and regulations at all times.

11.2 Representations and Warranties

You represent and warrant that You have full power and authority under all relevant laws and regulations: (a) to offer and sell the listing of information, goods and services offered through the Business Directory, including, but not limited to, holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the information, goods or services offered at the Business Directory; (b) to copy and display the materials used or displayed at the Business Directory; and (c) to handle disputes for any incorrect information as specified in listings displayed through the Business Directory.

11.3 Suspension or Termination of Business Directory Listings

In addition to that right set forth in Sections 5.3 & 5.4, SWD-CGS reserves the right to terminate Your Service, or refuse to continue a particular Business Directory Listing which it believes, in its sole discretion: (a) has caused a significant number of complaints for inappropriate or incorrect information; or (b) has become the subject of a government complaint or investigation. Additionally, SWD-CGS reserves the right to review and remove any Business Directory Listing at any time for non-compliance with these Terms.

11.4 Merchant Information

SWD-CGS maintains information about You and Your Business Directory on SWD-CGS servers, including, but not limited to, Your Account Information, Your Businesses Listing Information and all other customer order information and sales information ("Merchant Information"). You grant to SWD-CGS a non-exclusive, worldwide, royalty-free, perpetual license to use Merchant Information in aggregate form (i.e., in a form that is not individually attributable to You) for research, marketing and other promotional purposes. You agree that SWD-CGS may disclose Merchant Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce these Terms; (d) to respond to claims that You or Your Business Directory is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of SWD-CGS or others; provided, however, that nothing in this Section shall impose a duty on SWD-CGS to make any such disclosures.

11.5 Technical Access

You acknowledge and agree that technical processing of Merchant Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. You also acknowledge and agree that SWD-CGS may access Your account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.

12.0 CITY GUIDE SITE MARKETPLACE: THIS SECTION APPLIES ONLY TO THE MARKETPLACE WITHIN YOUR LOCAL CITY GUIDE SITE

12.1 Marketplace

You can use the Service to facilitate the creation and maintenance of an interactive online marketplace ("Marketplace") for the listing of goods and services for sale. You acknowledge and agree that You will be solely responsible for all information, goods and services offered at and sold through Your Marketplace, all materials used or displayed at the Marketplace, and all acts or omissions that occur at the Marketplace or in connection with Your account or password. Certain Marketplace's may be subject to additional requirements. You agree that Your use of the Service and Your Marketplace will be in compliance with the Marketplace Guidelines (http://www.cityguidesite.com/marketplace_guidelines.php) and any applicable laws and regulations at all times.

12.2 Representations and Warranties

You represent and warrant that You have full power and authority under all relevant laws and regulations: (a) to offer and sell the listing of information, goods and services offered through the Marketplace, including, but not limited to, holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the information, goods or services offered at the Marketplace; (b) to copy and display the materials used or displayed at the Marketplace; and (c) to handle disputes for any incorrect information as specified in listings displayed through the Marketplace.

12.3 Suspension or Termination of Marketplace Listings

In addition to that right set forth in Sections 5.3 & 5.4, SWD-CGS reserves the right to terminate Your Service, or refuse to continue a particular Marketplace Listing which it believes, in its sole discretion: (a) has caused a significant number of complaints for inappropriate or incorrect information; or (b) has become the subject of a government complaint or investigation. Additionally, SWD-CGS reserves the right to review and remove any Marketplace Listing at any time for non-compliance with these Terms.

12.4 Merchant Information

SWD-CGS maintains information about You and Your Marketplace on SWD-CGS servers, including, but not limited to, Your Account Information, Your Marketplace Listing Information and all other customer order information and sales information ("Merchant Information"). You grant to SWD-CGS a non-exclusive, worldwide, royalty-free, perpetual license to use Merchant Information in aggregate form (i.e., in a form that is not individually attributable to You) for research, marketing and other promotional purposes. You agree that SWD-CGS may disclose Merchant Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce these Terms; (d) to respond to claims that You or Your Marketplace is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of SWD-CGS or others; provided, however, that nothing in this Section shall impose a duty on SWD-CGS to make any such disclosures.

12.5 Deletion of Marketplace Information

You agree that SWD-CGS may delete all Marketplace Listing Information from SWD-CGS servers at the end of one year.

12.6 Technical Access

You acknowledge and agree that technical processing of Merchant Information is and may be required: (a) for the Service to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. You also acknowledge and agree that SWD-CGS may access Your account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Service.

13.0 CITY GUIDE SITE EMAIL ACCOUNT: THIS SECTION DOES NOT APPLY TO CITY GUIDE SITE DOMAIN NAMES. SEE SECTION 14 BELOW.

13.1 Service Description

City Guide Site Email Account allows You ("Domain Email User") to setup Your registered domain name and to create a web-based or POP catch-all email account for the purpose of sending and receiving email at the primary domain name used for Your Local City Guide Site. You expressly agree that any violation of these Terms may result in termination of Your catch-all email account, as determined in SWD-CGS's sole discretion. SWD-CGS expressly assumes no liability for any losses incurred due to Domain Email User activities.

13.2 Domain Email Users

If You are a Domain Email User, You agree that Your use of Your email account is also subject to these Terms, and the City Guide Site Email Account User Terms of Service (http://www.cityguidesite.com/email_tos.php), and that Your violation of these Terms may result in termination of Your email account, or the entire Service, as determined in SWD-CGS's sole discretion. Your email account will have a 10 megabyte limit and it is Your responsibility to keep Your account from reaching this limit or else Your account may not receive additional emails due to a full mailbox. SWD-CGS expressly assumes no liability for any losses incurred by You due to Domain Email User activities or from a full mailbox not receiving any additional email.

14.0 CITY GUIDE SITE DOMAIN NAMES

14.1 For City Guide Site Domain Names, the Service includes assisting You in acquiring or moving a domain name (i.e. web address) as well as providing You access to certain SWD-CGS software to facilitate Your use of the Service.

PLEASE NOTE: WITH RESPECT TO CITY GUIDE SITE DOMAIN NAMES, NOTHING IN THE AGREEMENT OBLIGATES SWD-CGS TO LIST OR LINK TO YOUR DOMAIN NAME OR PROVIDE WEB SITE HOSTING SERVICES IN CONNECTION WITH YOUR DOMAIN NAME BEYOND THAT PROVIDED WITHIN THE SERVICE.

14.2 If You allow SWD-CGS to register a new domain name for You in conjunction with any Service, the following terms (only applicable if the domain name was registered on or after January 1, 2007) also apply:

(a) SWD-CGS has chosen Omnis Network, LLC (http://www.omnis.com), or "OMNIS," an ICANN accredited registrar, for .com, .net, .org, .biz, .info, and .us domain names, to provide domain name registration services. You hereby authorize SWD-CGS to acquire Your selected domain name from OMNIS. In order to receive a domain name, You must agree to OMNIS's terms and conditions, which is at the bottom of these terms and is located at http://www.omnis.com/policy_dnreg.php for .com, .net, .org, .biz, and .info domain names, as may be amended. You understand that You are creating a separate contractual relationship between You and OMNIS, and that You, and not SWD-CGS, are responsible for all fees, liability, and obligations in connection with that relationship. Until the Service is canceled or otherwise terminated, SWD-CGS will pay on Your behalf the domain registration/renewal fees as part of the Service. You agree that Your obligations to indemnify under "Indemnity" in these Terms includes any claim or demand associated with Your domain name, any domain name preregistration services provided through the Service, or the OMNIS terms and conditions.

(b) You will be listed as the registrant and administrative contact in connection with Your domain name according to the Managers Account Information You registered with under this Service, unless You notify SWD-CGS that You want to choose another registrant and administrative contact before submitting Your Domain Name for registration through Your Managers Control Panel. If You choose a registrant and administrative contact other than Yourself, such person(s) must enter into an agreement directly with OMNIS and, additionally, will be bound by this Agreement in addition to You. You hereby authorize SWD-CGS to list SWD-CGS as the billing contact, technical contact, and name server in connection with Your domain name and to take any actions SWD-CGS deems appropriate in those capacities. However, upon termination of the Service or CGS License assigned to this Domain Name, SWD-CGS may immediately cease acting in those capacities and reserves the right to transfer Your account to OMNIS for collection of past-due amounts. In the event of such transfer, You authorize OMNIS to serve as the billing contact, technical contact, and name server in connection with Your domain name, and to take any actions that OMNIS deems appropriate in those capacities. Upon termination of the Service, SWD-CGS will not be responsible for forwarding any notices, emails, or other correspondence to You or taking any other actions in connection with Your domain name. You will be solely responsible for all ongoing fees, as well as removing SWD-CGS as the billing, technical contact, and name servers in connection with Your domain name, unless SWD-CGS notifies You otherwise.

(c) You acknowledge that SWD-CGS cannot guarantee the availability of the domain name You select for Your use until SWD-CGS receives confirmation of its order from OMNIS, which may take several business days.

14.3 Using a Preexisting Domain Name

If You have previously registered a domain name with another provider and want to use it with the Service and assign it to a particular CGS License, You must request that the existing registrar change the name servers for the domain name as designated by SWD-CGS, on Your behalf to the following name servers below:

NS1.CITYGUIDESITE.COM
NS2.CITYGUIDESITE.COM

PLEASE NOTE: THE EXISTING REGISTRAR WILL CONTINUE TO BE THE REGISTRAR FOR THAT DOMAIN, AND YOU WILL CONTINUE TO BE RESPONSIBLE FOR ALL ONGOING FEES FOR THAT DOMAIN NAME WITH YOUR EXISTING PROVIDER, INCLUDING RENEWAL FEES. THE FEES PAYABLE TO SWD-CGS FOR THE SERVICE DO NOT INCLUDE REGISTRATION OR RENEWAL FEES OWED BY YOU TO YOUR EXISTING PROVIDER.

14.4 Transferring to SWD-CGS's Registrar of Record

OMNIS is SWD-CGS's current registrar of record. If SWD-CGS switches to another registrar of record, SWD-CGS may at any time request in writing that You transfer the domain name registered for the Service to the new registrar of record. If You do not agree to this request within 30 days, You agree that SWD-CGS will continue to provide the Service to You, but may, in its sole discretion, either:

(a) require You to pay an additional fee to SWD-CGS for the Service in order to renew and maintain Your domain name with the prior registrar of record; or

(b) require You to be responsible for all fees, including any renewal fees, directly with the prior registrar of record, in which case You authorize SWD-CGS to cease to pay for the domain name fees as part of the Service, and change the billing contact details for the domain name from SWD-CGS to You by providing Your applicable Managers Account Information to the prior registrar of record.

14.5 Verifying Your Domain Name Information

In compliance with ICANN regulation and the OMNIS gTLD Terms and Conditions or the OMNIS .us Terms and Conditions, as applicable ("Required Information"), and in order to minimize the risk of fraud, SWD-CGS may at any time request You to verify any information required to be supplied by a registrant. If You fail to respond to any such request or fail to verify any Required Information to SWD-CGS's reasonable satisfaction, within 15 days of any such request from SWD-CGS, SWD-CGS may, in its sole discretion, immediately terminate Your Service and remove any of Your materials, including Your domain name, from SWD-CGS servers.

15.0 BACKUPS

SWD-CGS will attempt to backup hard drive data (e.g. files, databases, images, etc.) every 24 hours and keep information on numerous backup storages and in multiple secure places for a period of up to one year. In the event of a failure SWD-CGS will do everything in its power to remedy the situation back to the correct original standing before the failure occurred, but in no way is SWD-CGS liable for any loss or damages for any failure in the event that information is not restorable.

16.0 COMPLIANCE

16.1 You represent and warrant that You are not a resident of any country or affiliated with any organization prohibited to do business within the United States as defined and set forth at: http://www.export.gov and http://www.treas.gov/ofac. You further represent and warrant that You will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. government and any country or organization of nations within whose jurisdiction You operate or do business. You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations and orders, including, but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, including copyright, content, sales, mail-order, commerce, and e-commerce laws and regulations. You shall be responsible for determining what laws or regulations are applicable to Your use of the Services. You shall, upon the request of SWD-CGS, provide SWD-CGS assurance of Your compliance with those laws. You acknowledge that SWD-CGS exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the SWD-CGS Policies.

16.2 You are responsible for charging and collecting from Your end-user customers any and all applicable taxes. If You fail to impose and/or collect any tax from end users or Your other retail customers as required herein, then, as between SWD-CGS and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that You have agreed to pay or impose on and/or collect from end users or Your other retail customers, You agree to indemnify and hold harmless SWD-CGS for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from SWD-CGS due to Your failure to pay or collect and remit such tax to such authority.

17.0 SUPPORT

SWD-CGS reserves the right to establish limitations on the extent of any support provided for the Service, and the hours at which it is available.

18.0 INDEMNITY

You agree to indemnify and hold harmless SWD-CGS, and its parents, subsidiaries, affiliates, cobranders or other partners, officers, directors, shareholders, employees, and agents, from any claim, demand, or investigation, including reasonable attorneys fees, made by any third party due to or arising out of Your Content, Your conduct, Your use of the Service, the information, goods or services offered or sold through Your Service, any alleged violation of these Terms, including any applicable SWD-CGS Policies, law, or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your Service. SWD-CGS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.

19.0 RESALE OF SERVICE

You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of SWD-CGS

20.0 GENERAL PRACTICES REGARDING USE AND STORAGE

You acknowledge that SWD-CGS may establish general practices and limits concerning use of the Service including without limitation the maximum number of days that support ticket messages, forum postings or other uploaded Content that has been deleted by You from Your account that will be retained by the Service, the maximum email account storage limit that may be allowed on the Service, the maximum size of any email message that may be sent from or received by an account on the Service, the maximum disk space that will be allotted on FTP directories on Your behalf. You agree that SWD-CGS has no responsibility or liability for the deletion or failure to store any messages and other communications or other Content maintained or transmitted by the Service. You acknowledge that SWD-CGS reserves the right to remove accounts that do not have any active CGS Licenses and that appear to be inactive for an extended period of time without logging into their Managers Account. You further acknowledge that SWD-CGS reserves the right to modify these general practices and limits from time to time without notice.

21.0 MODIFICATIONS TO AND DISCONTINUATION OF SERVICE

SWD-CGS reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that SWD-CGS shall not be liable to You or to any third party for any modification, suspension, or discontinuance of the Service (in whole or in part). It is however SWD-CGS's stance to do everything in its power not to discontinue the Service as a whole, but if need be to try and find an alternate owner other than SWD to continue the CGS Service for You. SWD-CGS recognizes its Managers and will try to protect the long-term relationship with its Managers and the business contracts You have and will always try to keep this business running without interruption.

22.0 DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

(a) THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SWD-CGS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

(b) YOUR USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.

(c) THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS, AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.

(d) NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT (i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

(f) SWD-CGS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MISDELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

23.0 LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SWD-CGS AND ITS AFFILIATES, COBRANDERS, OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SWD-CGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR THE SOFTWARE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE.

SWD-CGSS LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO SWD-CGS OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT SWD-CGS HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

24.0 NOTICE

Notices under these Terms shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to SWD-CGS, such notices shall be addressed to support@cityguidesite.com or Slick Website Development, Inc., 1111 Kathryn Road, Mount Juliet, TN 37122, USA. If to You, such notices shall be addressed to the electronic or mailing address specified when You opened Your account, or such other address as either party may give the other by notice as provided above. SWD-CGS may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to You generally on the Service.

25.0 CHOICE OF LAW AND FORUM (LOCATION OF LAWSUIT)

These Terms and the relationship between You and SWD-CGS shall be governed by the laws of the State of Tennessee without regard to its conflict of law provisions, and specifically excluding from application to these Terms that law known as the United Nations Convention on the International Sale of Goods. You and SWD-CGS agree to submit to the personal jurisdiction of the courts located within the county of Wilson, Tennessee. The failure of SWD-CGS to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

26.0 FORCE MAJEURE

Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet (not resulting from the actions or inactions of SWD-CGS), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If SWD-CGS is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of SWD-CGS.

27.0 ASSIGNMENT

Except as expressly set forth herein, You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of SWD-CGS, and any attempted assignment or delegation without such consent will be void. SWD-CGS may assign this Agreement in whole or part. SWD-CGS also may delegate the performance of Services to third parties, including SWD-CGS affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

28.0 RELATIONSHIP OF PARTIES

This Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between SWD-CGS and You. Neither SWD, nor CGS, nor You will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

29. NO THIRD-PARTY BENEFICIARIES

SWD-CGS and You agree that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or Your customers.

30. COPYRIGHTS AND COPYRIGHT AGENTS

SWD-CGS respects the intellectual property of others, and we ask that You do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement, or Your intellectual property rights have been otherwise violated, please provide our Copyright Agent for notice the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual-property interest;

(b) a description of the copyrighted work or other intellectual property that You claim has been infringed;

(c) a description of where the material that You claim is infringing is located on the site;

(d) Your address, telephone number, and email address;

(e) a statement by You that You have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

(f) a statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual-property owner or authorized to act on the copyright or intellectual-property owner's behalf.

The Copyright Agent for notice of claims of copyright or other intellectual-property infringement can be reached as follows:

By mail:

Slick Website Development, Inc.
1111 Kathryn Road
Mount Juliet, TN 37122

31.0 INTEGRATION AND SEVERABILITY

These Terms constitute the entire agreement between You and SWD-CGS and govern Your use of the Service, superceding any prior agreements between You and SWD-CGS (including, but not limited to, any prior versions of these Terms) pertaining to this Service. You also may be subject to additional terms and conditions that may apply when You use affiliate or other SWD-CGS services, third-party content, or third-party software. If any provision of these Terms or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.

32.0 SURVIVAL

The provisions of Sections 3, 4, 5.6, 5.7, 5.8, 7, 8, 9, 10, 11.1, 11.2, 11.4, 12.1, 12.2, 12.4, 12.5, and 13 through this Section 32 will survive any termination or expiration of these Terms.

Revision 101