This Merchant Terms and Conditions (“Terms”) are incorporated by reference into Talk of the Town Coupons®, Inc.’s User Agreement and is subject to such User Agreement and the Talk of the Town Coupons®, Inc. Privacy Policy (collectively the “Agreement”) which can be found at https://www.talkofthetowncoupons.com. Your use of any of Talk of the Town Coupons®, Inc.’s (hereafter “Talk of the Town Coupons®”) services is subject to the Agreement in its entirety.

Data Feed.

Content Provision. Merchant will provide Talk of the Town Coupons® with data, graphics, text and other information or material in electronic form, including any third party information included therein (the “Content”). The Content will be delivered to Talk of the Town Coupons® electronically via technical specifications mutually agreed upon by the parties (the “Data Feed”).

License. Merchant grants Talk of the Town Coupons® a nonexclusive, royalty free, worldwide license (a) to use, modify, reproduce, distribute, transmit, and publicly display the Content on Talk of the Town Coupons®’s website(s) (b) to permit users to view the Content in connection with their use of Talk of the Town Coupons® and (c) to use Merchant’s trademarks, service marks, trade names, proprietary logos, domain names and any other source or business identifiers (“Marks”) in connection with Talk of the Town Coupons®’s authorized distribution of the Content.

Content Modifications. Talk of the Town Coupons® will modify Content solely to fit the format and look and feel of Talk of the Town Coupons®’s web sites, provided that the text of the Content is not modified or edited. Talk of the Town Coupons® may make available portions, rather than the whole, of the Content.

Caching. Merchant agrees that Talk of the Town Coupons® and its network service providers may cache the Content on Talk of the Town Coupons®’s servers and consents to such caching.

Sublicensing. Talk of the Town Coupons® will have the right to sublicense the rights set forth in this Section, in connection with any derivative site or distribution arrangement, provided that any sublicensees will be subject to the same restrictions that apply to Talk of the Town Coupons® with respect to the use of the Content.

Content Exclusion; No Liability. Notwithstanding anything to the contrary in these Terms, Talk of the Town Coupons® is not required to make any Content available through Talk of the Town Coupons®, nor will Talk of the Town Coupons® have any liability to Merchant for using, modifying, or distributing out of date or incorrect Content.

Removal of Licensed Content. If Talk of the Town Coupons® is notified by Merchant or otherwise becomes aware that any portion of the Content: (i) violates the intellectual property right of any third party, (ii) violates any applicable law or is subject to an injunction, (iii) is libelous, defamatory or obscene; (iv) is being distributed by Merchant improperly, or (v) may create liability for Talk of the Town Coupons® or is otherwise inappropriate, all as determined solely by Talk of the Town Coupons® in its discretion, Talk of the Town Coupons® may remove that portion of the Content from Talk of the Town Coupons®, or take any other actions with respect to the Content that Talk of the Town Coupons® believes are prudent or necessary. Any actions in accordance with this Section do not require notice and will not create any liability between Merchant and Talk of the Town Coupons®. Merchant agrees to defend, indemnify and hold harmless Talk of the Town Coupons®, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, related directly or indirectly to Merchant’s Content on Talk of the Town Coupons® websites.

Intellectual Property.

Merchant IP. Subject to the rights granted to Talk of the Town Coupons® herein, Merchant will own and retain as between the parties all right, title and interest in and to the Content and all patents, trade secrets, copyrights, trademarks, and all other intellectual property rights arising under the laws of any jurisdiction (“IP Rights”) embodied or incorporated therein, subject to the licenses granted to Talk of the Town Coupons® under these Terms. Merchant agrees to execute and deliver such other and further documents and instruments as shall be reasonably be required to allow Talk of the Town Coupons® to exercise all such licenses granted to it hereunder.

Talk of the Town Coupons® IP. Talk of the Town Coupons® will own and retain as between the parties all right, title and interest to Talk of the Town Coupons®, Talk of the Town Coupons®’s web sites, Talk of the Town Coupons® services, Talk of the Town Coupons® Marks, the look and feel of Talk of the Town Coupons® websites and services, and Talk of the Town Coupons® websites services, any related functionality and user interfaces, and all IP Rights embodied or incorporated therein.

Merchant Warranties. Merchant warrants to Talk of the Town Coupons®: (a) that the Content does not violate the rights of any third parties, including without limitation infringement or misappropriation of any applicable copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, invasion of rights of privacy, publicity or personality; (b) that the Content will not contain any material that is fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, or racially or ethnically objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, result in civil liability, or otherwise violate any applicable local, state, national or international law; (c) that Merchant is the owner or is licensed to use and provide the Content to Talk of the Town Coupons® for use with Talk of the Town Coupons®; (d) that Merchant has the power and authority to enter into and perform its obligations hereunder; and (e) that Merchant will honor any coupon printed by a Talk of the Town Coupons® end user from Talk of the Town Coupons® websites.

Talk of the Town Coupons® Fees. The monthly fee for Merchant use of any of Talk of the Town Coupons®’s services is Twenty and No/100 Dollars ($20.00) (the “Fee”). The Fee must be paid in full by credit card or other acceptable payment arrangements prior to any usage of such services by Merchant. Unless Talk of the Town Coupons® receives written notification from Merchant or Merchant cancels its account pursuant to the instructions on the Talk of the Town Coupons® website(s) prior to being billed for that monthly period, Merchant’s account will be renewed monthly and the Fee will be automatically billed to the credit card on file for Merchant on the same date in each successive month as the date of the initial account billing. In the event that the credit card on file is no longer valid, Merchant’s account and any materials posted will be removed from our site(s) until updated payment information is provided. Merchant may cancel its account as noted above, but all Fees charged are nonrefundable.

Disputes. Because Talk of the Town Coupons® is not involved in the actual transaction between its end users and Merchants and is not the agent of either for any purpose, Talk of the Town Coupons® will not be involved in resolving any disputes such parties related to or arising out of any transaction. Talk of the Town Coupons® urges its end users and Merchants to cooperate with each other to resolve such disputes. BECAUSE Talk of the Town Coupons® IS NOT INVOLVED IN TRANSACTIONS BETWEEN END USERS AND MERCHANTS OR OTHER DEALINGS BETWEEN SUCH PARTIES, IF A DISPUTE ARISES BETWEEN END USERS AND MERCHANTS, MERCHANT RELEASES Talk of the Town Coupons® (AND ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, REPRESENTATIVES AND EMPLOYEES) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. MERCHANT AGREES TO DEFEND , INDEMNIFY AND HOLD HARMLESS Talk of the Town Coupons®, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS AND EXPENSES,INCLUDING ATTORNEYS’ FEES, RELATED DIRECTLY OR INDIRECTLY TO SUCH END USER CLAIMS AND/OR DISPUTES.

Indemnification. Merchant agrees to defend, indemnify and hold harmless Talk of the Town Coupons®, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising directly or indirectly out of the use of this Site or a violation of these Terms by Merchant.

Miscellaneous. These Terms, relevant portions of Talk of the Town Coupons®’s the Privacy Policy and User Agreement, as appropriate, and any operating rules for Talk of the Town Coupons® established by Talk of the Town Coupons® constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.

Talk of the Town Coupons®’s headquarters are in Greensboro, NC. Legal issues arising out of, but not exclusive to the use of, this Site or the Microsites (unless otherwise specifically stated) are governed by and in accordance with the laws of the State of North Carolina (exclusive of its rules regarding conflicts of laws). By using this Site, Merchant agrees that any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof, or the Site or any Microsite, shall be finally settled by arbitration in Greensboro, NC by a single arbitrator under the commercial arbitration rules the American Arbitration Association. Any award rendered pursuant to such arbitration shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The prevailing party shall be entitled to receive from the other party its attorneys’ fees and costs incurred in connection with any arbitration proceeding and the enforcement of any award.

Modification of Terms; Termination. Talk of the Town Coupons® reserves the right in its sole and unfettered discretion to make any changes to these Terms, our Terms of Use and/or our Privacy Policy (both of which are incorporated herein by reference) as we deem necessary or desirable without prior notification to Merchant. Talk of the Town Coupons® may terminate this Agreement at any time.