Advertising Terms And Conditions

City Pilot helps consumers navigate the Internet by starting them off in familiar territory -- their hometown. City Pilot's websites are available free of charge to residents and businesses of the towns it serves. When accessed via the Internet, the user can visit hundreds of pre-researched websites arranged in categories of interest to users as well as the websites of local businesses such as banks, automobile dealers and tradesmen, with just a point and click of their mouse.

City Pilot is a service of CityPilot.net, LLC ("CityPilot.net"). The service is designed to provide a pre-researched home page for users while helping local businesses compete in the rapidly growing e-commerce marketplace by providing the opportunity for advertisements and links to be prominently displayed on their town's local website. Advertising and link opportunities on City Pilot include web page sponsorships, banner ads, and hot links.

Any person that advertises on City Pilot ("Advertiser") is subject to the following terms and conditions, which may change from time-to-time at the sole discretion of CityPilot.net. You can review the most current version of these terms and conditions at any time by visiting this web page.

1. Service Description

CityPilot.net's sole obligation to Advertiser is to display an advertisement/link ("Advertisement") supplied by Advertiser at the City Pilot website(s) described in a written purchase agreement ("Purchase Agreement") executed between CityPilot.net and Advertiser. Unless otherwise specified in the Purchase Agreement, CityPilot.net shall have the right to display and position the Advertisement at the designated City Pilot website(s) as CityPilot.net sees fit in its sole discretion.

2. Production and Delivery of Advertisement

Unless otherwise stated in the Purchase Agreement, Advertiser shall bear sole responsibility for the production, design, and delivery of the Advertisement in accordance with City Pilot's specifications for inclusion in City Pilot's website(s).

3. Payment

ALL SALES ARE FINAL. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN WRITING, NO REFUNDS WILL BE PROVIDED. All Advertisements displayed at City Pilot web sites must be prepaid in full by check, money order, or credit card. Advertisement space is leased for a period of one-year commencing on the date payment is received.

4. Renewal

CityPilot.net will send Advertiser a renewal Purchase Agreement prior to the expiration of Advertiser's original lease. Lease rates are subject to change upon renewal. Any Advertiser in good standing may renew an existing lease by making the required prepayment for an additional one-year lease. Failure of Advertiser to timely execute and prepay a renewal Purchase Agreement may result in the permanent loss of advertising space on City Pilot.

5. Content Restrictions

An Advertisement accepted by CityPilot.net shall link only to the web sites specified in the Purchase Agreement ("Advertiser's Site"). Advertiser agrees not to provide any Objectionable Content in the Advertisement or at the Advertiser's Site. Advertiser further agrees not to intentionally link Advertiser's Site to any other site that contains Objectionable Content. The term Objectionable Content shall mean any data, graphics, sounds, information, or other material that:

(a) violates any applicable local, state, federal, national or international law;

(b) violates any copyright, trademark, patent or other proprietary rights;

(c) contains obscene, indecent, sexually explicit, abusive, threatening, harassing, defamatory, libelous, material;

(d) is racially, sexually, ethnically or otherwise hateful or discriminatory;

(e) contains software, viruses or other computer codes, files, or programs that are designed to interrupt, destroy or otherwise interfere with the functionality of any computer or telecommunications hardware or software; or

(f) is otherwise objectionable, in CityPilot.net's sole discretion.

CityPilot.net reserves the right to review Advertiser's Site at any time to ensure compliance with these content restrictions. If CityPilot.net or its representative discover that Objectionable Content has been identified at Advertiser's Site (or other sites available through links at Advertiser's Site), Advertiser's link will be immediately disabled and Advertiser will be notified of the violation of City Pilot content policy. In such case, Advertiser agrees to use commercially reasonable efforts to promptly eliminate or modify such Objectionable Content. Failure to promptly eliminate or modify Objectionable Content may result in the termination of the display of an Advertisement.

6. Technical Specifications

Advertiser shall ensure that the Advertisement, the Advertiser's Site, and all links to the Advertiser's Site are in compliance with the following technical specifications, which may change in CityPilot.net's sole discretion from time-to-time:

Banner Ad Specifications:

Image Size: 468 wide x 60 height x 72 dpi
File Size: 20k maximum
Timing: 10 seconds maximum
Note: Files not meeting these specifications will not run within the City Pilot website system.

7. Termination/Refunds

CityPilot.net reserves the right to terminate the display of any Advertisement for any reason upon fifteen (15) days advance written notice to Advertiser. If CityPilot.net removes an Advertisement without cause, CityPilot.net will provide Advertiser with a pro rata refund within thirty (30) days of the date the Advertisement is removed. If CityPilot.net removes an Advertisement for cause, including, but not limited to the presence of Objectionable Content, said removal will be effected immediately without advance notice to Advertiser and if Advertiser does not remedy the violation as discussed in #5 above, Advertiser shall not be entitled to any refund.

8. Limitation of Liability

CityPilot.net expressly disclaims any obligation to keep the City Pilot web sites free of electronic, hardware, software, network, Internet, computer, or other malfunctions, failures, viruses or difficulties. IN NO EVENT SHALL CITYPILOT.NET, ITS OFFICERS, DIRECTORS, PARTNERS, SUBSIDIARIES, AFFILIATES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE RELATIONSHIP BETWEEN CITYPILOT.NET AND ADVERTISER.

9. No Warranties

All City Pilot web sites are provided on an "AS IS" basis. CITYPILOT.NET DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES RELATED TO THE USE OF ITS WEB SITES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, CityPilot.net specifically disclaims any warranty regarding the performance or operation of the City Pilot web sites or the number of persons who will access the City Pilot web sites or Advertiser's Site.

10. Indemnification

Advertiser agrees to indemnify, defend and hold harmless CityPilot.net, its officers, directors, partners, subsidiaries, affiliates, agents and representatives from and against any and all claims, actions, liabilities, expenses, losses, and damages of any kind (including, without limitation, reasonable attorneys fees) that may be incurred by them by reason of any material breach of this agreement by Advertiser.

11. Independent Contractors

Advertiser and CityPilot.net are independent contractors. There is no relationship of partnership, agency, employment or franchise between Advertiser and CityPilot.net. Neither party is an agent or representative of the other party. Neither party shall have the right, power, or authority to enter into any agreement on behalf of the other or to any way legally bind the other.

12. Entire Agreement

These standard terms and conditions, as they may be amended from time-to-time, and the Purchase Order constitute the entire agreement between CityPilot.net and Advertiser and supercede any prior agreements or understandings between the parties.