Terms and Conditions

TERMS AND CONDITIONS FOR
VIP MERCHANT AND ADVERTISING AGREEMENT

1. Agreement.This Merchant and Advertising Agreement (the "Agreement"), is between VIP Savings Network, LLC (“VIP”) and Merchant as those terms are defined herein. This Agreement consists of the order page(s) (the "Order), any properly executed addendums and these Terms and Conditions, as modified from time to time by VIP in the manner provided herein (the “Ts & Cs”).

2. Definitions

(a) "Advertising"means, individually and collectively, items specified on the Order and for which a charge is assessed;

(b) "Artwork" means the Advertising, or any portion thereof, including but not limited to, text, graphics, illustrations, symbols, logos and photographs to be published, displayed, distributed or disseminated pursuant to this Agreement;

(d) "Directory" means the local merchant directory and/or internet directory or directories specified on the Order,

(e) "Discount Program" means the discounts and benefits as itemized on Order that Merchant shall extend to Cardholders upon presentation of a current and valid VIP Card;

(f) "Distribution Site" means each of VIP's distribution or fulfillment vendors, each of their associated distribution networks and/or each Internet search engine on which VIP places Advertising;

(g) "Final Date For Changes" is the date so specified on the Order, or if no such date appears or if the Agreement is signed by Merchant after such date, then the third (3^rd) day after execution;

(h) "Internet Advertising" means Advertising which appears on the internet (whether on vipsavingsnetwork.com or otherwise) or is otherwise distributed via any electronic method of distribution;

(i) "Internet Directory" means any internet or electronic based directory type service upon which the Advertising will be placed pursuant to the Order, it being understood that VIP generally tracks Internet Directories by geographical location in association with corresponding local merchant directories;

(j) "Issue" means any particular issue of the Directory in which the Advertising appears;

(k) "Issue Date" as to a Directory means the first day of the month/year identified on the cover of that Directory and, as to an Internet Advertising, means the first day upon which the Advertising is initially fulfilled for the Initial Term and the Issue Date of the associated Directory for any Renewal Term;

(l) "Issue Life" means the time between a Directory's Issue Date and the Issue Date of the next succeeding issue of the Directory;

(m) "Limited Inventory Advertising" (also "LIA"), including "General LIA" and "Specialty LIA" designated as such on the Order, means advertising products that are limited in availability and/or quantity, including but not limited to leader ads, and advertising options known as “Weekly Freebies”, “Mega Coupons”, or “Dining for VIP” on Print or Internet Advertising;

(n) "Merchant" means the business, person or other legal entity shown as the Merchant on the face of the Order, its owners and successors who participate in the VIP Card Program by providing benefits and discounts to VIP Card Program Cardholders;

(o)"Preference" means any claim on the part of Merchant to priority and/or preferential treatment with respect to any advertising product sold by VIP, including without limitation, claims of "seniority" and/or LIA related renewal or contingency rights, whether written or otherwise;

(p) "Print Directory Advertising" means advertising (excluding LIA) that appears within a Directory;

(q) "Renew/Cancel Date" means the date by which VIP must receive written notice of Merchant's decision to either renew or cancel LIA, if applicable.

(r) "Terms and Conditions" or "Ts&Cs" means the terms and conditions of this Agreement or as modified from time to time by VIP.

(s) "VIP" means VIP Savings Network, LLC.

(t) "VIP Card means the membership card purchased by Cardholders for the right to use at the business establishments of the Merchants to obtain discounts or benefits itemized in the Discount Program;

(u) "VIP Card Program means the program in which VIP sells membership cards to persons or entities to obtain the benefits and discounts provided by participating Merchants.

Term

(a) Initial Term. This Agreement is effective when the Order page is executed by Merchant; provided, however, that effectiveness remains subject to acceptance/rejection by the VIP as described herein. Unless otherwise specified, the initial term of this Agreement (the "Initial Term") shall be from the effective date through the date specified on the Order page.

(b) Automatic Renewal. Unless otherwise expressly specified in the order, it is Merchant's intention in entering into this Agreement that the Advertising be placed in the issue of the directory specified on the Order and each succeeding issue, until cancelled by Merchant or VIP, or superseded by a subsequent Agreement. With respect to each such succeeding issue, this Agreement shall automatically renew, unless cancelled in the applicable manner provided herein, for the issue life of the succeeding issue (the "Renewal Term"). All services provided during the Renewal Term will be subject to the then-current Ts&Cs, pricing and other terms for the applicable Advertising, copies of which shall either be provided to Merchant or made available on the VIP's official website(s) (such then current terms and conditions being the Ts&Cs for purposes of this Agreement). Unless this Agreement is properly cancelled or otherwise terminated hereunder, and if VIP elects to publish and/or continue to otherwise fulfill the Advertising, Merchant hereby agrees to pay for such Advertising for each billing cycle of the Renewal Term at VIP's then standard rates during such billing cycle for the applicable Advertising, which standard rates may be higher than the rates set forth on the Order.

(i) Merchant may cancel this Agreement, in whole or in part, only by written notice signed by an authorized representative of Merchant sent by "U.S. Certified Mail^" to VIP at VIP's address on the Order and mailed return receipt to the attention of "VIP Savings Network, LLC, 4727 Osborne Drive, Ste. 400-B, El Paso, Texas 79922 Advertising & Publishing, ATTN: Cancellation Manager."

(ii) For a particular Print Directory Advertising or Internet Advertising, as to the Initial Term, Merchant must deliver notice of cancellation to VIP on or before the Final Date for Changes specified on the Order for the Directory in which such Advertising product shall be published/fulfilled. If the Agreement is executed or authorized after the Final Date for Changes, or if no Final date for Changes is specified on the Order, Merchant must deliver notice of cancellation to VIP within three (3) days of execution/authorization. Regarding a Renewal Term, with respect to any particular Directory, notice of cancellation must be received on or before the Final Date for Changes applicable to a particular Print Directory and/or the Issue Date for any applicable Internet Directory. Merchant is responsible to obtain the Final Date for Changes for a subsequent issue of a Directory from VIP's Merchant Service Office by calling the number specified on the Order. If Merchant chooses to have any Internet Advertising removed from any site and/or discontinued prior to the end of the Initial Term or Renewal Term, as the case may be, Merchant shall notify VIP in writing and the unpaid balance for the entire Initial Term or Renewal Term will become immediately due and payable.

(iii) For LIA products, as to the issue of the directory specified on the Order, there is no right to cancel. With regard to any subsequent issue of the Directory, notice must be received on or before the Renew/Cancel Date established for the subsequent issue, which date Merchant is responsible to obtain by calling the toll-free number for Sales listed on the Order.

(iv) VIP may cancel and/or reject this Agreement, in whole or in part, at any time and for any reason or no reason as determined by VIP in its sole and absolute discretion, and in such event, this Agreement will remain effective as to any Advertising not canceled or rejected. Voluntary suspension of billing activity by VIP with respect to all or any portion of an Order shall not, absent definitive documentation to the contrary, constitute cancellation or rejection of this Agreement and VIP shall retain the right to enforce the remainder of any applicable Initial and/or Renewal Term and to resume billing when and as it deems appropriate in connection therewith.

(v) VIP may immediately terminate Merchant without giving Merchant any opportunity to cure if VIP, in its sole discretion, believes that Merchant: (1) used the Directory, Distribution Site, Print Directory, Internet Directory, VIP Card in a manner which is improper or unauthorized; (2) compromised the integrity or security of the VIP Card Program; (3) engaged in illegal or inappropriate activities or is the subject of a government complaint or investigation; (4) provided false information to VIP and its Cardholders or others; and/or (5) created a risk of injury or damage to VIP and its Cardholders or others.

(vi) Cancellation shall immediately extinguish any Preference(s) Merchant may claim. For purposes of this extinguishment of Preference(s), VIP shall be entitled to immediately rely upon a Merchant's verbal expression of cancellation, without requirement of written confirmation thereof.

(d) Changes To The Directory(s) and/or Issue Life(s).

(i) If timely notice of cancellation is not received, and if no subsequent Directory serving the same geographic area is published, VIP may, in VIP's discretion, choose to place the Print Directory and/or Limited Inventory Advertising in an alternate Directory serving all or part of the same geographic area, even if the geographic scope is different from the preceding geographic scope, and Merchant will pay for such Advertising at the then existing undiscounted rates for the alternate Directory.

(ii) The Issue Life of any Directory is not fixed. VIP typically prints directories in twelve-month intervals but has the right to extend or reduce the Issue Life for a period of not more than six months, without notice to Merchant. The Issue Life of an Internet Directory may vary upon fulfillment of the applicable Advertising, but will generally be co-terminus with the associated Print Directory and is subject to extension or reduction in the same manner therewith. In the event an Issue Life is extended, the parties agree that the term of this Agreement shall likewise be extended and Merchant agrees to pay additional charges associated with the extended Issue Life at the monthly rate then in effect for the Merchant for the applicable Directory.

4. Responsibilities and Duties of Merchant. The Merchant shall undertake to:

(i) The Merchant shall accord all agreed benefits and discounts services for all VIP’s Cardholders as itemized on the Order and Discount Program.

(ii) Allow VIP to use the Merchant’s name and benefit offer in promotional advertising for the VIP's Card Program;

(iii) Provide the agreed benefits and discounts in the Discount Program to all VIP's Cardholders;

(iv) Provide training to its employees in the handling of VIP Cards upon presentation by Cardholders;

(v) Display VIP Card Program decals at all business entrances to draw the attention of VIP's Cardholders.

(vi) Assure that only valid VIP Cards are accepted by the Merchant;

(vii) In the event of misuse of the VIP card, the Merchant is required to retain the VIP Card and notify VIP as soon as possible of the VIP Card misuse;

(viii) Notify VIP of any updates, changes, and amendments to the Discount Program.

5. Responsibilities and Duties of VIP. VIP shall:

(i) Provide the Merchant with information itemizing the benefits of the VIP Card Program;

(ii) Publish the Merchant's Advertising or Discount Program in the Directories as specified on the Order;

Terms and Conditions