Nashville360TV.com Live Advertising Terms & Conditions

These Local Advertising Terms and Conditions (the “Agreement”) govern your relationship with Nashville360TV.com (“N360TV” a product/website provided by ”Fuse Entertainment Group L.L.P.”). By advertising with N360TV, you (the “Business,” “your” or “you”) hereby agree to be bound by the terms and conditions of the Agreement set forth below.

Term and Termination

This Agreement shall begin on the date set forth on your Enrollment Form and continue for the term identified therein (the “Term”). Thereafter the Term shall renew for successive one (1) month periods (each a “Renewal Term”). In the event you terminate the Agreement prior to the expiration of the Term, or N360TV terminates the Agreement due to your breach thereof, you shall pay N360TV the full Budget (defined below) amount (Standard or Premium) or the monthly price , whichever is applicable, that would have been due for the remainder of the Term had you not terminated the Agreement or had N360TV not terminated the Agreement due to your breach. Such payment is due and payable immediately upon termination. Notice of Business’ termination of this Agreement will not be effective unless (a) delivered in writing via email to advertising@nashville360tv.com or via fax to (615) 591-8064, and in either case you must identify your business name and contact phone number. Any such termination will require a minimum of five (5) business days for processing during which time Business’ advertising may remain on the N360TV website. N360TV may terminate the Agreement at any time for any or no reason by providing Business written notice of such termination in accordance with the terms of this Agreement. This Agreement shall begin on the date set forth on your Enrollment Form and continue for the term identified therein (the “Term”). Thereafter the Term shall renew for successive one (1) month periods (each a “Renewal Term”). In the event you terminate the Agreement prior to the expiration of the Term, or N360TV terminates the Agreement due to your breach thereof, you shall pay N360TV the full Budget (defined below) amount (Standard or Premium) or the monthly price , whichever is applicable, that would have been due for the remainder of the Term had you not terminated the Agreement or had N360TV not terminated the Agreement due to your breach. Such payment is due and payable immediately upon termination. Notice of Business’ termination of this Agreement will not be effective unless (a) delivered in writing via email to advertising@nashville360tv.com or via fax to (615) 591-8064, and in either case you must identify your business name and contact phone number. Any such termination will require a minimum of five (5) business days for processing during which time Business’ advertising may remain on the N360TV website. N360TV may terminate the Agreement at any time for any or no reason by providing Business written notice of such termination in accordance with the terms of this Agreement.

Business Advertising with N360TV

N360TV reserves the right to modify any elements of Business’ advertising, including placement, size, format, text or any other elements and to move the listing within the directory listing categories on N360TV’s website. N360TV also reserves the right not to display, or to remove, any of Business’ advertising on the N360TV website or a N360TV distribution partner website, in accordance with N360TV’s advertising guidelines, and subject to inventory availability and N360TV’s normal course of business. N360TV may at its sole discretion (i) distribute Business’ advertising through N360TV’s third party distribution partners (Business may request that its advertising not be distributed through certain of N360TV’s third party distribution partners by contacting N360TV’s advertising department via e-mail, however, certain core distribution partners may not be excluded from Business’ advertising distribution) and (ii) include Business’ advertising in N360TV’s search engine marketing program. N360TV reserves the right to include an image, from N360TV’s proprietary image gallery, into Business’ advertising. Business may elect to remove such image at any time by notifying N360TV via e-mail. Business also grants N360TV an irrevocable (during the term of this Agreement) right and license to copy, display and modify Business’ logo and/or trademark for inclusion on Business’ advertising on the N360TV website and the websites of N360TV’s distribution partners, as well as for use in N360TV’s marketing or promotional materials, online postings, emails, or any other media, and you agree that you shall not be entitled to payment associated with N360TV’s use of the foregoing.

Billing

Business will be responsible for any charges or other commitments set forth in the Enrollment Form or that you otherwise agree to and the above fees shall continue to accrue during the Term of the Agreement. You agree that payment will be made on a monthly basis, and may be made by N360TV initiating an ACH transfer or processing your credit card or you presenting N360TV a check. Accounts more than thirty (30) days past due may, at N360TV discretion, incur a $25 late fee, and returned checks of insufficient funds will result in a $30 fee each time the check is ran and the Business will be responsible for paying this in a timely manner. Business will be responsible for their own banking fees which are separate from N360TV. In addition, N360TV may charge Business interest on a monthly basis equal to twelve percent (12%) per annum for invoices not paid within forty-five (45) days from the date thereof. Business further agrees that it shall be responsible to reimburse N360TV for all costs incurred related to any attempted recovery of late payments, including but not limited to reasonable attorneys fees, and any costs of collection agencies. Business understands and agrees that non-payment of invoices will be deemed to be a breach of this Agreement allowing N360TV to cancel Business’ account at its sole discretion and requiring Business to pay the amounts that would have been due for the remainder of the Term as further described above. You agree that N360TV has the right to require advance payment of the first month’s Budget amount, and any applicable fees set forth in the Enrollment Form, as well as advance payment for all monthly amounts, in N360TV’s sole discretion.

Location Release for Merchant Videos

Business hereby grants N360TV and its contractor(s) (collectively the “Producers/Owners, etc”) permission to enter upon and use the Business’ “Property” (defined as the locations set forth in the Enrollment Form) and the contents thereof and all appurtenances thereto with personnel, actors and equipment for the purpose of photographing and recording certain scenes for Merchant Videos. Business represents and warrants that it is the true owner or lessee of the Property, and is authorized to allow Producers/Owners, etc to enter the Property for purposes of photographing and recording the Merchant Video. All physical (including electronic) embodiments of filming, audio/video recording and photography on the Property shall hereafter be known as the “Materials.” Producers/Owners, etc shall have the right to take video recordings, motion pictures, still photographs and sound recordings in, on and/or of the Property. Producers/Owners, etc shall have the right to photograph and depict the Property and to take exterior and interior video recording of any buildings or other improvements located on said Property and photograph any people, animals, automobiles and/or any other objects on the Property. Producers/Owners, etc may bring such personnel and equipment as they may determine necessary onto the Property for the purpose of exercising their rights hereunder and agree to remove same after completion of work. Business agrees that N360TV, its successors, licensees and assigns, shall have exclusive ownership of and the irrevocable, worldwide and perpetual right to make any and all use of the Materials, or any portion thereof, in connection with the Merchant Video in all media forms (now known or hereafter developed), including but not limited to all forms of website, broadcast, television, mobile phone, home video/disc, advertising and promotion of the Production. Neither the Business, nor any tenant, lessee, lessor, nor any other party now or hereafter having an interest in the Property, shall have any right of action against Producers/Owners, etc. arising out of the use of said Materials. In the event Business or the owner of the Business participates in the Production, Business hereby unconditionally grants and releases to N360TV and N360TV’s successors, assignees and licensees, the irrevocable and perpetual right throughout the universe, but not the obligation, to use, as N360TV, its successors, assignees and licensees may desire, all Materials which Producers/Owners, etc may make of Business or its owner’s voice, including the right to use Business owner’s name, voice and/or likeness, in the Merchant Video and in connection with any and all advertising, publicizing, exhibiting and exploiting the Merchant Video, in whole or in part, in any manner whatsoever, in any and all languages, by any and all means, media, devices, processes and technology now or hereafter known or devised and for any purpose desired by N360TV. Business agrees that it is owed no payment or fees, and N360TV is the sole owner of any and all Materials and rights resulting from this Agreement. Business further agrees that Producers/Owners, etc may edit, alter, dub and/or otherwise change the Materials for any purpose whatsoever. Business hereby releases N360TV, its successors, assignees and licensees from any and all claims and demands arising out of or in connection with such use including, without limitation, any and all claims for invasion of privacy, infringement of my right of publicity, defamation (including libel and slander) and any other personal and/or other property rights, and Business agrees that it shall not now or in the future assert or maintain any such claim against N360TV, its successors, assignees and/or licenses. In no event shall Business Owner be entitled to seek to enjoin the production, distribution, exhibition and/or other exploitation of the Merchant Video or any part thereof.  Business releases all Producers/Owners, etc of any and all damages made during the production of the Material(s).   

Indemnification

Business shall fully protect, indemnify and defend N360TV and all of its agents, officers, directors, shareholders, suppliers, partners, employees and each of their successors and assigns (“Indemnified Parties”) and hold each of them harmless from and against any and all claims, demands, liens, damages, causes of action, liabilities of any and every nature whatsoever, including but not limited to personal injury, intellectual property infringement, fraud, deceptive advertising, violation of any state or federal laws or regulations, property damage, attorneys’ fees and court costs, based upon or arising in any manner, directly or indirectly, out of or in connection with or in the course of or incidental to (i) any breach of Business’ representations, warranties, or obligations as provided in this Agreement, and (ii) Business’ advertising, products or services, or the provision thereof to consumers, Business’ website, and any Business Content and any video or audio content submitted to N360TV by Business, REGARDLESS OF CAUSE OR OF ANY FAULT OR NEGLIGENCE OF N360TV OR THE INDEMNIFIED PARTIES AND WITHOUT REGARD TO CAUSE OR TO ANY CONCURRENT OR CONTRIBUTING FAULT, STRICT LIABILITY OR NEGLIGENCE, WHETHER SOLE, JOINT OR CONCURRENT, ACTIVE OR PASSIVE BY N360TV OR THE INDEMNIFIED PARTIES.

Agencies

If Business executes an Enrollment Form on behalf of a third party advertiser as an agency, Business hereby represents and warrants to N360TV that such third party advertiser (“Third Party Advertiser”) is contractually bound by the terms of this Agreement and as such is subject to all obligations and restrictions applicable to Business hereunder and all representations and warranties made by Business hereunder. In furtherance of the foregoing, Business agrees to indemnify, defend and hold harmless N360TV, its subsidiaries, affiliates, agents, partners, officers, directors, employees, and vendors and suppliers from and against any loss, cost, claim, injury or damage (including reasonable attorneys’ fees) resulting from claims or actions arising out of or in connection with a breach of this Agreement by any Third Party Advertiser.

Limitation of Liability

IN NO EVENT WILL N360TV BE LIABLE TO BUSINESS FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, LOST REVENUE, LOST PROFITS OR LOSS OF GOODWILL. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF N360TV TO BUSINESS EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY BUSINESS TO N360TV DURING THE PRECEEDING SIX (6) MONTHS, REGARDLESS OF THE BASIS OR FORM OF CLAIM.

Disclaimer of Warranties and Guarantees

BUSINESS ACKNOWLEDGES AND AGREES THAT N360TV’s SERVICES ARE PROVIDED TO BUSINESS ON AN “AS IS” BASIS, AND N360TV DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, N360TV DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING AN ADVERTISEMENT’S POSITIONING OR THE NUMBER OF IMPRESSIONS ON THE N360TV WEBSITE OR A N360TV PARTNER WEBSITE, THE QUALITY OR TIMING OF CLICK-THROUGHS, CLICK-THROUGH RATES, CONVERSIONS OR OTHER PERFORMANCE OR RESULTS FOR ANY ADVERTISING.

Other Terms

The terms of this Agreement and the Enrollment Form may be changed by N360TV from time to time, and any notices hereunder shall be made, by providing you with email or written notice, or by posting any such changes on the N360TV website, and you agree to be bound by any changes. Business acknowledges and agrees that N360TV may from time to time send surveys and other marketing-related correspondence to Business via electronic or standard mail, and that Business may opt-out from receiving such correspondence in the future. In addition, Business agrees that it is required to maintain a current and operational email address on file with N360TV. Business will be liable for any attorneys’ fees and costs if N360TV takes any legal action to enforce this Agreement. The laws of the State of Tennessee (excluding the laws and principles with respect to conflicts of law) govern this Agreement. You hereby consent and agree that the state or federal courts in Nashville, Tennessee are the exclusive forum for litigation of any claim by you arising under this Agreement, and you submit to sole and exclusive jurisdiction in Nashville, Tennessee, and hereby irrevocably waive and relinquish any right to bring, or cause to be brought, any such action, or to have any such action brought, in any judicial or administrative forum outside Nashville, Tennessee. This Agreement constitutes the entire agreement between the parties and supersedes all oral and written negotiations of the parties with respect to the subject matter hereof. The terms and conditions of this Agreement may not be modified or amended other than by N360TV.