BIG Local AFFILIATE Agreement

THIS BIG LOCAL AFFILIATE AGREEMENT (the "Agreement") is made and entered into as of the Effective Date, by and among Big Local, LLC, a Utah Limited Liability Company ("BigLocal"), and the Affiliate (the “Affiliate”). BigLocal and Affiliate may hereinafter sometimes be referred to collectively as the “Parties” or individually as a “Party”.

RECITALS

1. Whereas, BigLocal specializes in optimizing listings for small to medium size businesses in order to increase their visibility to customers through searches in their local area (the “Business”); and

2. Whereas, Affiliate desires to provide certain marketing services to BigLocal as specified in this Agreement, and BigLocal desires to acquire these services on the terms and conditions herein provided;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual promises contained in this Agreement, the parties hereto agree as follows:

AGREEMENT

DEFINITIONS.

For the purposes of this Agreement including any schedules or exhibits hereto, the following terms have the meanings set forth below:

“Affiliate” shall have the meaning ascribed to it in the Preamble.

“Affiliate Customers” means a customer for whom a Lead has been supplied to BigLocal from Affilate during the Term pursuant to efforts initiated through Affiliate’s Marketing Activities.

"Agreement" shall have the meaning ascribed to it in the Preamble.

“Approved Third Party Materials” shall have the meaning ascribed to it in Section 3.1

"Business" shall have the meaning ascribed to it in the Recitals.

"BigLocal Domain Names"

means the Domain Names registered and/or operated by BigLocal.

"BigLocal's Material"

means any of the following that are supplied by BigLocal to Affiliate, or which BigLocal gives Affiliate a right to use or have access to pursuant to the terms of this Agreement during the Term to provide the Services: (i) text, pictures, sound, graphics, video and other data, (ii) information, reports, specifications, documentation, diagrams, flow charts, plans, methods, forms, practices, techniques, customer lists, dealer lists, and other lists and information, and (iii) any other tangible or intangible machine readable or human readable materials of any type whatsoever.

"BigLocal's Property"

means any property owned by BigLocal or to which BigLocal obtains ownership pursuant to this Agreement including but not limited to BigLocal's Material, BigLocal's Marks, and the BigLocal Domain Names, including any and all Intellectual Property Rights thereto.

1.9 "Confidential Information"

shall have the meaning ascribed to it in Section 9.

1.10 "Effective Date"

shall be the date on which the Insertion Order is signed by both Parties.

1.11 "Intellectual Property Rights"

means any and all now known or hereafter known tangible and intangible (i) rights associated with works of authorship, including but not limited to copyrights, moral rights, and rights in architectural and mask works; (ii) trademark, service mark, trade dress and trade name rights and similar rights; (iii) trade secret rights; (iv) patent, design, algorithm and other industrial property rights; (v) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated), whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, reversions, continuations, continuations-in-part, divisions or reissues thereof, whether now or hereafter in force, throughout the universe.

1.12 “Leads” 

shall mean customers referred to BigLocal by Affiliate through the Affiliate’s Marketing Activities.

1.13 “Marketing Activities”

 means any activities which are carried out by Affiliate in an effort to generate Sales Leads for BigLocal’s various Brand Products and Services in accordance with this Agreement.

1.14 “Marketing Materials” 

shall include anything, whether tangible or intangible, which is used in marketing or advertising.

1.15 "Marks"

means the trademarks, service marks, trade names, logos or other commercial or product designations used by a person or entity.

1.16 “Offer”

 shall mean any solicitation or communication designed to entice any person or entity into doing business with BigLocal.

1.17 “Potential Customer Information”

 is any consumer information that becomes available to Affiliate in the generation of Leads in accordance with this Agreement, and includes, but is not limited to, the name, social security number, address, telephone number, e-mail address, financial or credit information, and any other information related to such consumer.

1.18 "Representatives"

shall mean a party and any of its officers, directors, employees, and agents.

1.19 "Marketing Services"

shall mean the Affiliate’s efforts, including its Marketing Activities, to generate Leads on behalf of BigLocal in accordance with this Agreement.

1.20 "Term"

shall have the meaning ascribed to it in Section 8.1.

1.21 "Third Party Mark Holders"

shall have the meaning ascribed to it in Section 7.4.

1.22 "Third Party Mark Rights"

shall have the meaning ascribed to it in Section 7.4.

1.23 "Third Party Marks"

shall have the meaning ascribed to it in Section 7.4.

OBLIGATIONS OF AFFILIATE.

Services.

During the Term, Affiliate shall provide Marketing Services in accordance with this Agreement and as detailed in the contemporaneous Insertion Order. The Insertion Order shall include a complete description of the Marketing Services to be performed, the applicable pricing, and any additional terms the Parties mutually agree to incorporate. The Insertion Order shall be effective, incorporated into and form a part of this Agreement when duly executed by both Parties. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Insertion Order, the provisions of the Insertion Order shall prevail.

Sales Personnel. Affiliate may allow only its employees (and not any other independent contractors, sub-agents or other parties) to perform the Marketing Services under this Agreement except with BigLocal’s prior written consent, which may be withheld in BigLocal’s discretion.

Potential Customer Information. Except as provided for in Section 2.3.1, Affiliate shall not collect or maintain any Potential Customer Information. All Leads shall be directed immediately to BigLocal’s online ordering form or to BigLocal’s dedicated call center, as applicable, where all customer information will be gathered and sales will be completed.

Potential Customer Information may be maintained by Affiliate only if such information was gathered for prior unrelated business transactions and was collected and continues to be maintained in accordance with applicable law.

2.4 Approval of Marketing Materials Required.

 All Marketing Materials and processes to be used by Affiliate must first be approved in writing by BigLocal. Failure to obtain BigLocal’s approval before implementing any Marketing Materials or processes under this Agreement will be considered a material breach of this Agreement.

THIRD PARTY MATERIALS.

Approval Required.

Affiliate shall not incorporate into its Marketing Materials or Activities any concept, design or matter that would infringe upon any Intellectual Property Right of any third party except any of the same that has been approved in writing by BigLocal after full and complete disclosure by Affiliate of all material information pertaining thereto ("Approved Third Party Materials"). Affiliate shall comply in all respects with any conditions imposed on the use of Approved Third Party Materials, which may include, without limitation, Marks and Copyrighted Materials. Any failure to do so will be a material breach hereof.

REPRESENTATIONS AND WARRANTIES.

Warranties.

During the Term, Affiliate shall remain solely responsible for the operation of its Marketing Activities and shall ensure that such activities carried out pursuant to this Agreement do not: (i) infringe on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (ii) violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, anti-discrimination or false advertising); (iii) be defamatory, libelous, threatening or harassing; (iv) be obscene, pornographic or indecent; or (v) contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

Conduct.

Affiliate shall use its best efforts to generate Leads in cooperation with BigLocal. Affiliate agrees that at no time shall Affiliate engage in flaming, spamming, or any other offensive, harassing or illegal conduct, or otherwise fail to meet BigLocal's high standards of professionalism. Affiliate warrants and represents that Affiliate shall perform the Services hereunder in a professional, diligent and expeditious manner and shall at all times use its best skills and judgment in furthering the interests of BigLocal.

Affiliate agrees and warrants that it will not send, transmit, and/or distribute any Offer via e-mail unless the intended recipient of the email has “opted in” to receive such Offer and such e-mail is not deemed “SPAM e-mail” (as defined below). An e-mail shall be deemed to be “SPAM e-mail” if such e-mail satisfies any one or more of the following criteria: (i) the e-mail fails to identify the Affiliate as the sender of the e-mail; (ii) the e-mail contains a falsified sender domain name or nonresponsive IP address; (iii) the e-mail contains or includes a false or misleading subject line that attempts to disguise or conceal the content of the e-mail; (iv) the e-mail fails to notify the recipient that he or she may unsubscribe or “opt out” from further e-mail solicitations from the Affiliate; (v) the e-mail fails to contain or include a valid return e-mail address or other internet based mechanism whereby recipients can unsubscribe or “opt out” from receiving further e-mail solicitations from the Affiliate. Such return e-mail address or other internet based mechanism shall remain valid for no less than thirty (30) days from the date of transmission of the e-mail and the Affiliate shall implement all requests to unsubscribe or “opt out” within ten (10) days of receipt of such request; (vi) the e-mail fails to contain or include a valid physical postal address for the Affiliate (which shall not include a P.O. Box address); (vii) the e-mail is sent to an individual who was not provided with an accurate, clear and conspicuous description of the marketing purposes for which his or her e-mail address may be used at the time such e-mail address was provided by the individual; (viii) the e-mail fails to provide clear and conspicuous notice that the message is an advertisement or solicitation; (ix) the e-mail is sent for the purpose (but not necessarily the sole purpose) of harvesting the e-mail addresses in order to send future unsolicited e-mails; (x) the e-mail is sent unsolicited to a recipient that does not have a prior business or personal relationship with Affiliate; or (xi) the e-mail contains nudity, profanity, sexually oriented materials, hate speech, or other obscene content.

Affiliate further agrees and warrants that it will comply with all local, state, and federal laws (including, but not limited to, the “CAN-SPAM” Act, effective January 1, 2004, as may be amended from time to time) regarding the sending of e-mails.

4.2.3 BigLocal will notify Affiliate of any complaint regarding their e-mail practices or any alleged violation of the above warranties. Within forty-eight (48) hours of notification, Affiliate must respond to BigLocal and provide source information as to any questionable e-mails along with the applicable “opt-in” information (e.g. time, date and IP address of opt-in source) of the recipient. If the Affiliate fails to provide source information satisfactory to BigLocal to demonstrate that (i) the recipient “opted in” to receive such e-mail and (ii) the Affiliate did not send SPAM e-mail or otherwise breach the above warranties, then BigLocal has the right to immediately suspend payment to and further performance of any services by the Affiliate.

4.2.4 Affiliate further agrees and warrants that under no circumstances will it use outbound telephone soliciting to generate Leads.

4.2.5 Marketing Guidelines. Along with agreeing to the terms of this Agreement, Affiliate also agrees to abide by all rules and regulations found in the marketing guidelines as provided by BigLocal from time to time.

4.3 Compliance with Laws

Affiliate warrants and represents that, in connection with the Services performed hereunder, Affiliate is knowledgeable of and shall comply with all applicable federal, state and local codes, laws, rules and regulations that affect the performance of Services hereunder. Affiliate shall be responsible for any and all damages resulting from the failure of Affiliate to comply with such codes, laws, rules and regulations. Affiliate warrants and represents that Affiliate is fully and properly licensed to perform the Services contracted herein, if required by law. Affiliate acknowledges and agrees that Affiliate shall be responsible for filing all tax returns, tax declarations, and tax schedules, and for the payment of all the taxes required, when due, with respect to any and all compensation earned by Affiliate under this Agreement. BigLocal will not withhold any employment taxes from compensation it pays Affiliate.

COMPENSATION.

BigLocal shall compensate Affiliate for all Leads that are generated through Affiliate’s Marketing Activities. Unless otherwise specified in the Insertion Order, payment shall be made within thirty (30) days of the end of the month in which the Leads are submitted after offsetting any amounts for charged back accounts arising during the same period.

OBLIGATIONS OF BIGLOCAL.

Customer Accounts.

BigLocal will determine, in its sole discretion, whether to accept or reject any Leads. BigLocal will have no obligation to Affiliate or any other third party for any Leads rejected by BigLocal.

Completing Orders. 

BigLocal will be responsible for completing all orders for Affiliate Customers who are driven to BigLocal’s landing page.

No Exclusivity Required of BigLocal.

BigLocal may itself solicit business from consumers and/or customers, either directly, indirectly, or in conjunction with any third party, and may authorize parties other than Affiliate to act as its commissioned associates to solicit Leads, for any compensation and upon any other terms as BigLocal may determine in its discretion. Such compensation and terms may differ from those provided Affiliate in this Agreement. Affiliate acknowledges that BigLocal and such other parties may compete with Affiliate in the solicitation of Leads.

BIGLOCAL'S PROPERTY.

Reservation of Rights. 

Affiliate shall have no right to use any of BigLocal's Property except as expressly and specifically permitted by BigLocal in writing. Any such permitted use shall not include the right to assign or sublicense except as expressly and specifically permitted by BigLocal in writing, and any permitted assignment or sublicense shall not include any right to further assign or sublicense except as expressly and specifically permitted by BigLocal in writing. All rights not expressly and specifically granted by BigLocal hereunder are expressly reserved.

Affiliate has no right to use BigLocal's Property in any of Affiliate's advertising, publicity or promotion, to express or imply any endorsement by BigLocal of Affiliate's services, or in any other manner whatsoever except as expressly and specifically permitted by BigLocal in writing.

Affiliate shall not represent itself as a BigLocal licensee, and no provision of this Agreement shall be construed as vesting in Affiliate any control whatsoever in BigLocal or its operations or any ownership interest in BigLocal's Property.

Unauthorized Use, Infringement or Transfer.

Affiliate may not assign or sublicense any of its limited rights to use BigLocal's Property to any person or entity without BigLocal's express and specific prior written consent. Any consent by BigLocal to one assignment or sublicense shall not constitute consent to a different or subsequent assignment or sublicense. BigLocal grants no rights other than the rights explicitly granted herein, and Affiliate shall not exceed the scope of its right to use BigLocal's Property.

Affiliate shall immediately advise BigLocal of all actual or suspected unauthorized uses of, and/or infringements upon, BigLocal's Property of which it becomes aware. Any unauthorized use of BigLocal's Property by Affiliate or any attempt by Affiliate to transfer, assign or sublicense its limited rights to BigLocal's Property, other than as specifically provided herein, shall result in the immediate termination of such right and termination of this Agreement at the sole discretion of BigLocal. Affiliate acknowledges that an unauthorized use, assignment, sublicense or transfer of BigLocal's Property could result in substantial and irreparable harm to BigLocal. Accordingly, Affiliate agrees that, in addition to other remedies that may be available to BigLocal at law, BigLocal will have the right to obtain equitable remedies for any breach of this Section 7.2 by Affiliate, including without limitation, injunctive relief.

Asset of BigLocal.

Affiliate acknowledges and agrees that BigLocal's Property is a valuable asset of BigLocal. Affiliate agrees that it shall not execute any documents or take any actions that could, directly or indirectly, have a negative impact on, or in any way impair the value of BigLocal’s Property and/or BigLocal's ownership or use of BigLocal's Property.

Affiliate acknowledges and agrees that it has not acquired nor will acquire any right, title, interest or claim of ownership in any of BigLocal's Property or goodwill (whether or not arising from use of BigLocal's Property by Affiliate).

Third Party Marks.

BigLocal presently has a limited right to use in the Business certain intellectual property, which may include the Marks ("Third Party Marks") of certain third parties ("Third Party Mark Holders"). BigLocal may seek to obtain from such Third Party Mark Holders the permission to grant Affiliate a revocable limited right to use such Third Party Marks ("Third Party Mark Rights") as BigLocal believes is desirable for carrying out the Services under this Agreement. Notwithstanding the foregoing, however, Affiliate understands and agrees that (i) BigLocal cannot and does not guaranty that the Third Party Mark Holders will permit BigLocal to grant Affiliate Third Party Mark Rights; and (ii) if the Third Party Mark Holders permit BigLocal to grant Affiliate Third Party Mark Rights during the Term of this Agreement, the provisions of this Section 7 with respect to BigLocal's Property shall apply equally to the Third Party Marks, subject to any additional or varying restrictions on the use of Third Party Mark Rights imposed by the Third Party Mark Holders.

TERM AND TERMINATION

Term. 

The Term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year and shall automatically renew for successive one (1) year periods unless terminated by either Party hereto by giving the other notice of its intention to terminate the Agreement at least fifteen (15) days prior to the commencement of any renewal period, or in accordance with Section 8.2.

8.2 Termination. 

The Agreement may be terminated as follows:

8.2.1 By BigLocal at any time upon notice to Affiliate;

8.2.2 By Affiliate upon thirty (30) days written notice to BigLocal.

8.3 Actions Upon Termination.

In the event of termination of this Agreement, at no cost to BigLocal:

8.3.1 Affiliate shall immediately cease all Marketing Activities under this Agreement;

8.3.2 Affiliate shall immediately cease its use of BigLocal's Property and any Third Party Marks;

8.3.3 Affiliate shall promptly return in their original form, all of BigLocal's Property and any copies thereof; and

8.3.4 Affiliate shall provide BigLocal with whatever assignments, releases or other documentation BigLocal reasonably requests in order to document its ownership of BigLocal's Property.

8.3.5 BigLocal shall pay, within forty-five (45) days of termination, all sums then due and owing to Affiliate after taking into account all chargebacks that have occurred up to that date.

CONFIDENTIAL INFORMATION.

Each party agrees that it will keep confidential any and all commercial, technical, trade secret, customer, financial or business information concerning the other party of which it may become aware (the "Confidential Information"), and will not disclose all or any part of such information to any third party. Each party will use such Confidential Information only in pursuit of its duties under this Agreement for the Term of this Agreement. Each party shall take all reasonable precautions to prevent any unauthorized disclosure of Confidential Information by its Representatives. Each party shall promptly return all Confidential Information, including any and all copies of such Confidential Information, upon the termination of this Agreement. Confidential Information shall not include information that is known to the receiving party at the time of disclosure, publicly known information, information independently developed by the nondisclosing party, or information approved for release upon a prior written consent of the disclosing party. In the event of any breach of this Section 9, the non-breaching party will be entitled to any and all remedies available at law and/or in equity. The provisions of this Section 9 are in addition to any other rights provided under applicable law with respect to confidential or trade secret information and shall survive the expiration or termination of this Agreement.

INDEMNITY.

Indemnification by Affiliate.

Affiliate agrees to defend, indemnify, and hold harmless BigLocal and its shareholders, officers, directors, agents, employees, and contractors (including the third parties referenced in Sections 3 and 7.4 hereof), against all costs, expenses, and losses incurred through claims of third parties against BigLocal or a BigLocal contractor based on or arising out of breach of this Agreement, or the breach of any covenants, representations and warranties herein, by Affiliate, including but not limited to (i) infringement or misappropriation by Affiliate of any Intellectual Property Rights including Third Party Marks; or (ii) misuse by Affiliate of BigLocal's Confidential Information or any other confidential information of a third party. In the event a third party claim is brought against BigLocal or a BigLocal contractor, Affiliate shall engage counsel reasonably satisfactory to BigLocal or such contractor, provided that no settlement shall be made without BigLocal's prior written consent. If Affiliate fails or refuses to defend any such claim, BigLocal or such contractor may assume control of the defense and Affiliate shall indemnify and hold harmless BigLocal, such contractor, and its shareholders, officers, directors, agents and employees for all fees, costs and expenses associated with or arising from such defense. BigLocal or such contractor will have the right to set off the amount of any indemnity claims made in good faith by BigLocal against any compensation that may be owed to Affiliate under this Agreement pursuant to the Insertion Order or otherwise.

Indemnification by BigLocal.

BigLocal agrees to defend, indemnify, and hold harmless Affiliate and its officers, directors, agents, and employees, against all costs, expenses, and losses incurred through claims of third parties against Affiliate based on or arising out of any breach of this Agreement, or the breach of any covenants, representations and warranties herein, by BigLocal. In the event a third party claim is brought against Affiliate, BigLocal will engage counsel reasonably satisfactory to Affiliate, provided that no settlement shall be made without Affiliate's prior written consent. If BigLocal fails or refuses to defend any such claim, Affiliate may assume control of the defense and BigLocal will indemnify and hold harmless Affiliate and its officers, directors, agents and employees for all fees, costs and expenses associated with or arising from such defense.

MISCELLANEOUS.

Assignment.

Affiliate shall not assign or delegate or otherwise transfer its rights or duties under this Agreement except with the prior written consent of BigLocal and in accordance with the provisions of this Agreement. Consent to such an assignment, delegation or transfer may be withheld by BigLocal for no reason or for any reason whatsoever. A sale, transfer or encumbrance by the owners of Affiliate, whether voluntarily, involuntarily or by operation of law, of twenty-five percent (25%) or more of the ownership of Affiliate, or the merger of Affiliate into or with any other third party or entity, shall be deemed to be an attempted transfer in violation of this provision. BigLocal may assign, transfer, delegate or grant all or any part of its rights pursuant to this Agreement to any other third party or entity. Any prohibited assignment will be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.

Severability

If any portion of this Agreement is held to be invalid, illegal or unenforceable, the parties agree that such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of the remaining portions of this Agreement, and the parties shall seek in good faith to agree to substitute for the invalid provision a valid provision that most closely approximates the economic effect and intent of the invalid provision.

11.3 Relationship

 The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.

Governing Law.

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Utah (without reference to the conflicts of law provisions thereof).

Arbitration.

ALL CONTROVERSIES, CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH OF THIS AGREEMENT, EXCEPT AS OTHERWISE PROVIDED, SHALL BE DECIDED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF EITHER THE J.A.M.S. OR ADR DISPUTE SERVICES (EITHER TO BE SELECTED BY THE PARTY INITIATING THE ARBITRATION) THEN IN EFFECT; PROVIDED, HOWEVER, THIS AGREEMENT TO ARBITRATE SHALL NOT APPLY TO ANY DISPUTES IF ANY PARTY IS A DEBTOR IN A PROCEEDING UNDER THE FEDERAL BANKRUPTCY LAWS OR TO ANY CLAIMS AND DISPUTES ARISING OUT OF OR RELATING TO THE RIGHT OF BIGLOCAL TO SEEK EQUITABLE REMEDIES UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, SUCH REMEDIES UNDER SECTION 10.3. BIGLOCAL AND AFFILIATE AGREE THAT THE LOCATION OF ALL ARBITRATION HEARINGS OR OTHER COURT APPEARANCES RELATED TO THIS AGREEMENT SHALL BE IN SALT LAKE COUNTY, UTAH AND BIGLOCAL AND AFFILIATE SUBMIT TO THE JURISDICTION OF THE UTAH COURTS FOR ENTRY OF JUDGMENT ON THE ARBITRATION AWARD.

11.6 Limitations of Liability.

 IN NO EVENT SHALL BIGLOCAL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF BIGLOCAL WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.

Attorneys' Fees.

In any suit, arbitration or other proceeding relating to this Agreement, the prevailing party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit, arbitration or other proceeding, including costs, fees and expenses upon appeal.

Notices.

All notices and other communications pertaining to this Agreement shall be in writing and shall be deemed delivered (i) upon personal delivery, if delivered by hand, (ii) upon successful confirmed transmission if sent by facsimile, (iii) one (1) business day after the business day of deposit with Federal Express or similar overnight courier, overnight freight prepaid; or (iv) three (3) business days after the business day of deposit in U.S. mail via certified mail, return receipt requested, postage prepaid. All notices of communications between Affiliate and BigLocal pertaining to this Agreement shall be directed to the parties as set forth below, or to such other respective address as a party may provide by written notice from time to time:

If to BigLocal:	BigLocal Technologies, LLC 5202 W. Douglas Corrigan Way STE 350 Salt Lake City, Utah 84116 Attn: Director of Marketing Fax: (801) 484-0019
If to Affiliate:	As provided in the Insertion Order

Waiver.

No term or provision of this Agreement shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by one party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of or excuse for any other different or subsequent breach.

Complete Agreement.

The terms and conditions contained in this Agreement, including exhibits and schedules, constitute the entire agreement between the parties and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter of this Agreement. No modification to this Agreement, nor any waiver of any right hereunder or any subsequent breach or default, shall be effective unless in a written document signed by both parties hereto. Without limiting the foregoing, this Agreement may not be modified, amended, supplemented, qualified or interpreted by any trade usage or prior course of dealing not made a part of the contract by its express terms.

No Third Party Beneficiaries.

Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any other person other than the parties to this Agreement and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third party to any party hereto or give any third party any right of subrogation or action against any party to this Agreement.

Pronouns.

Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

Counterparts, Facsimile, Signatures.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and both of which shall constitute one and the same document. This Agreement may be executed by facsimile signatures.

Section Headings.

The section headings are for the convenience of the parties and in no way alter, modify, amend, limit, or restrict the contractual obligations of the parties.