Terms and Conditions

This Agreement (this “Agreement”) is entered into between, USB Payment Processing N.E., LLC, t/a Maryland Local Businesses (“MLB”), a Maryland limited liability company,  and (the “Vendor”), effective as of the date shown at the end of this Agreement. WITNESSETH: NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby  agree as follows: 

1. Vendor agrees to provide MLB periodically, and in a timely manner, with information regarding its plans for special events, promotions, and sales. 2. Restrictions. So long as Vendor complies with this Agreement and meets minimum service and performance requirements established from time to time in  consultation with MLB.  
2. Vendor’s Sales and Processing Responsibilities. (a) Vendor shall have sole responsibility for processing all customer orders for the Products. (b) Unless separately  agreed otherwise by MLB, Vendor is the provider of the Products, and MLB has no responsibility for making or completing the sale, credit or collection, charging  and reporting sales or other applicable taxes, delivery or compliance. (c) Vendor will prepare order forms, process payments, cancellations, and returns. (d)  Vendor acknowledges that all agreements relating to sales to customers shall be between Vendor and the customer. (e) Vendor will use reasonable commercial  efforts to fulfill all orders for Products in accordance with its customary business practices. (f) Vendor shall have sole responsibility for complying with all laws and  regulations covering the offer and sale of the Products. 
3. Participation Fees. Vendor shall pay to MLB the agreed upon Participation Fee as indicated in the EFT Billing Agreement, the terms of which are incorporated  herein. Deposits for work product are non-refundable. Participants that elect the paid in full option, for the Initial Term, or accept an offer to participate for  under a discounted promotional rate, and elect to continue the listing service beyond the Initial Term, the Extension Term shall be billed monthly at the Standard  Pricing Amount that is offered by MLB at the time of the execution of this Agreement, and continuously, until either party terminates this Agreement.  
4. Term of the Agreement. (a) The term of this Agreement shall commence upon the date of this Agreement (the “Commencement Date”) and shall, unless sooner  terminated as provided herein, remain effective for a non-cancelable, initial term of one year (the “Initial Term”) —unless otherwise noted—from the Effective  Date. (b) After the Initial Term, this Agreement will automatically renew for successive periods of one-month (“Extension Term”), unless either party notifies the  other party in writing that it is terminating this Agreement at least thirty (30) days prior to the end of the Initial Term or any Extension Term. Notice of  cancelation shall be sent to [email protected]
5. Termination. If Vendor fails to pay as agreed, or otherwise breaches the terms of this Agreement, MLB may elect to immediately terminate services, upon  delivery of written notice to the breaching party. Such termination does not cancel Vendor’s obligation to make payments under this Agreement, until the Initial  Term, or Extension Term expires. Reinstatement of this Agreement is at the sole discretion of MLB.  
6. Advertising; Limited License. Vendor grants MLB a worldwide, non-exclusive right to use and display Vendor’s brand marks associated with the Products,  including trademarks, service marks, trade names, logos, slogans, advertising (including text, graphic or audiovisual features of icons, banners, frames, etc. to the  extent distinctive to Vendor) and, if provided by Vendor, depiction of characters or celebrities (the “Brand Marks”). Presentation of the Brand Marks shall be in  accordance with the style conventions, if any, specified by Vendor. If advertising or other content supplied by Vendor pertaining to the Products (including any  related services or business) embodies any work of authorship protected under U.S. or foreign copyright laws or database interest protected under international  laws or conventions, Vendor shall be responsible for securing all rights and licenses necessary for the use and exercise of such interests incident to the offer and  sale of the Products. 
7. Confidential Information. (a) Each of the parties hereto agrees to protect and maintain as secret all information designated as confidential by the other party  (“Confidential Information”) by (i) treating the Confidential Information of the other party with at least the same care and protection accorded its own  Confidential Information; (ii) using care in the assignment of personnel who receive the other party’s Confidential Information, and instructing such personnel to  take reasonable precautions to prevent unauthorized use or disclosure thereof; and (iii) not using or disclosing such Confidential Information except as necessary  to fulfill the terms of this Agreement or as otherwise authorized by the disclosing party. However, neither party shall have an obligation of confidentiality with  regard to any information that: (A) is known to such party prior to disclosure; (B) is or becomes publicly available other than as a result of a breach of this  Agreement; or (C) is disclosed to such party by a third party not subject to an obligation of confidentiality. (b) Vendor agrees to adhere to MLB ‘s published  position regarding privacy of information collected from or through Customers. MLB will consult with Vendor regarding procedures for collecting, aggregating and  filtering such information. Such information is considered to include Confidential Information of MLB and applicable Customers. Vendor will post and adhere to a  privacy policy for the reference of Customers consistent with these requirements. (c) Nothing in this Agreement shall preclude either party from using in its  business, or disclosing in connection with the development and offering of its products and services, general ideas, methods, concepts, know-how, and  techniques. 
8. Indemnification. If a third party claims that the Vendor’s online service, including the Products or related content or advertising, infringes any U.S. patent,  copyright, trade secret or comparable intellectual property right, Vendor will defend MLB and their customers against that claim at Vendor’s expense and pay all  damages that a court finally awards or arises from a Vendor-approved settlement. In such case, MLB shall promptly notify Vendor of the claim when known by  MLB and provide reasonable assistance, at Vendor’s expense, so Vendor can manage the defense of the claim or any related settlement negotiations. 
9. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS, IMPLIED OR  STATUTORY, REGARDING ANY AND ALL PRODUCTS, SERVICES, CONTENT, EQUIPMENT OR FACILITIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED  WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR INFRINGEMENT. NEITHER PARTY GUARANTEES THAT THE OPERATION OF  ITS WEB SITE OR THE PERFORMANCE OF ITS ON LINE FUNCTIONS AND SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER PARTY GUARANTEES THAT  DATA SUBMITTED OR HELD IN STORAGE ON OR THROUGH ITS SYSTEMS ASSOCIATED WITH THE INTERNET WILL BE SECURE FROM UNAUTHORIZED ACCESS. 
10. Limitation of Liability. EXCEPT AS NECESSARY TO ENFORCE THE PROVISIONS IN SECTIONS 7 THROUGH 9, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE  OTHER, WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER LEGAL THEORY (INCLUDING STRICT LIABILITY) FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY,  PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA OR USE OR FOR INTERRUPTED COMMUNICATIONS, INCURRED  BY EITHER PARTY IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY OR ANY OTHER PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH  DAMAGES. 
11. Non-Solicitation of Employees. During the term of this Agreement and for a period of one (1) year thereafter, neither party shall directly or indirectly attempt to  employ, or solicit on behalf of a third party, any individual who is an employee, of the other party at any time during the term of this Agreement or directly or  indirectly contracts with such an individual as a contractor to provide any service of any type whatsoever. 
12. Attorney’s Fees/Interest/Costs. Should MLB bring judicial action against Vendor for payment of sums due and owing, Vendor agrees to pay MLB’s litigation costs,  plus reasonable attorney fees which shall be no less than 15% of the balance due and owing. Furthermore, all unpaid balances shall accrue per-judgment interest  in the amount of 18% per annum.  
13. Notices. All notices, demands, and other communications required or permitted to be given hereunder shall be in writing and shall be given by first-class,  registered or certified mail, or by overnight courier service for next business day delivery, addressed to the project manager or another authorized representative  of the recipient party. Such notice given as above shall be deemed to be delivered five (5) business days after it is deposited in the mail, or three (3) business days  after it is sent by courier service, or upon actual physical acceptance by the project manager or other authorized representative of the recipient party, whichever  is earliest. 
14. Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except to a successor to all or substantially all its  related business resulting from a sale of all or substantially all its assets and business. 
15. Force Majeure. (a) Neither party shall be liable by reason of any failure or delay in the performance of its obligations due to strikes, riots, fires, explosions, acts of  God, war, governmental action or any other cause which is beyond its reasonable control, provided that the affected party addresses the matter with reasonable  diligence and speed. (b) Notwithstanding any provision to the contrary, each party reserves the right to refuse placement or advertisements or other materials  that it deems offensive or inappropriate. In addition, each party reserves the right (but does not accept any obligation) to remove, disable or filter any  description, advertisement or listing appearing in the on line services or in any related materials, or suspend or dismantle any link or communication, if the  screens, images or other content presented to users is deemed by such party in its sole discretion to be objectionable for any reason. 
16. Miscellaneous. (a) This Agreement represents the entire agreement of the parties and supersedes all other representations, communications and understandings  concerning the subject matter hereof. (b) The parties are independent contractors and are not partners, joint venturers, agents, employees or employers, or  guarantors of each other. (c) This Agreement can only be modified by a written agreement duly signed by authorized representatives of both parties. (d) No failure on the part of either party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or  partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy granted hereby or by  law.

18. Severability. If any provision or provisions of the Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the  other provisions shall not, in any way, be affected or impaired thereby. 
19. Governing Law. This Agreement and any dispute arising hereunder shall be governed by the laws of the State of Maryland, excluding its laws relating to conflicts  of laws. Any action to enforce this Agreement shall be brought in the Circuit Court for Baltimore County or the District Court of Maryland for Baltimore County  only. 

IN WITNESS WHEREOF, this Agreement is entered into by the undersigned as of the date set forth above.