These Terms of Service ("TOS") are entered into by the customer signing these terms or any document that references this TOS or that accepts this TOS electronically ("Customer") and MarketPlace Media ("MM"). This TOS governs Customer's participation in MM's Duke City Search internet advertising services, and in order forms executed by and between the parties ("Order Forms") and/or Customer's online management of any advertising campaigns accessed as part of the services offered by MM. This TOS and any applicable insertion orders are collectively referred to as the "Agreement." All Customers must agree to the following MM Terms and Conditions online in order to participate in the Duke City Search program and purchase Duke City Search products and services.

1. ACCEPTANCE OF TERMS. MM provides its service to Customers subject to the TOS, which may be updated by MM from time to time without notice to the Customer. The most current version of the TOS may be reviewed at any time at: http://www.dukecitysearch.com/terms. In addition, when using particular MM owned or operated services, the Customer and MM shall be subject to any posted policies and guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS.

2. DESCRIPTION OF SERVICE. MM will provide Customer with assistance in online advertising strategies, creation of suggested ad copy, and purchase of ad placement with various online search engine businesses that accept advertisements for Customer (each entity being a "Publisher", and collectively, MM's services above being the "Service") as part of an overall advertising campaign. For purposes of this TOS, each online advertisement generated and sold through the Service shall be deemed an "Ad," and the overall purchasing decisions for such Ad among Publishers shall be deemed the "Advertising Campaign".

Customer understands and agrees that the Service is made available through the Duke City Search product, which allows users of the Service to purchase specified volumes of Ads, measured on a pay-per-click ("PPC") traffic basis, through multiple Publishers. MM may, at its sole discretion, determine the Publishers from whom the volume of PPC will be obtained. Customer understands and agrees that the Service may include certain communications from MM, such as service announcements, administrative messages, and that these communications are considered part of MM customer communication and the Customer will not be able to opt out of receiving them.

For each Advertising Campaign, Customer will provide MM with ad information, ad content and ad URLs (the "Content"), and MM will generate as part of the Service a suggested Ad, including ad copy that contains the Content (the "Creative"). As between the parties, Customer owns all Content, including all intellectual property rights thereto, and MM owns the Creative (excepting the Content contained therein) and the Service in whole and in part, and all intellectual property rights thereto.

Customer understands and agrees that all Ad placements are made subject to the terms and conditions of applicable Publishers for accepting and purchasing such Ads. Customer agrees to such terms and conditions, the contents of which are incorporated herein by reference.

As part of the Service, MM will provide Customer with access to MM's Merchant Center which provides various information about Customer's applicable Advertising Campaigns, including activity reports. While MM uses reasonable efforts to ensure that the information available through the Service is accurate and timely, Customer understands and agrees that the Service is provided "as-is" and that MM assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any data provided within or generated through the Service, including any user communications or personalization settings.

The Customer is responsible for obtaining access to the Service, and that access may involve third-party fees (such as Internet service provider or airtime charges). The Customer is responsible for those fees. In addition, Customers must provide and are responsible for all equipment necessary to access the Service.

Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new MM products and services, shall be subject to this TOS.

The Services are offered under various product names as identified in the Order Form. The Order Form details the duration of the Advertising Campaign by number of clicks or by duration of time (such period shall be deemed the "Advertising Campaign Term"), the classification of Customer's business and related pricing of such product, and related matters, all as set forth in this TOS and the Order Forms.

Guaranteed Clicks. MM's "Guaranteed Clicks" product is based on an annual or bi-annual term and price, not a monthly term and price, and the number of Guaranteed Clicks set forth on the Order Form shall be equal to the number of aggregate clicks on Customer's Ad over the course of the campaign period. Customer acknowledges and understands that clicks on an Ad that is presented with a Publisher are consumer driven and are directly correlated with a consumer's buying interest in an advertiser's offer of goods and services. Due to seasonality, duration of the contract, economic business conditions, consumer sentiment and other factors beyond MM's control, the actual number of clicks received per month may vary. MM uses its proprietary technology to monitor and meter performance of Ad buys throughout the Advertising Campaign Term, and targets such Ad buys with Publishers to complete the number of Guaranteed Clicks by the end of the Advertising Campaign Term. At the end of the term, the Customer's Advertising Campaign will renew for the same period and contract level unless canceled in writing within 30 days prior to the end of the Customer's Advertising Campaign.

Dynamic Web Content Replacement. Certain products may include the Dynamic Web Content Replacement feature. If the product selected by the Customer includes this feature among the Services, MM will direct online traffic intended for the Customer's website to a webpage developed for the Customer that will either be a Landing Page or a dynamically created webpage in which MM may substitute contact information for Call Tracking phone numbers or email addresses which allow MM to track the traffic directed to the Customer. A "Landing Page" is a website that users will be directed to when an ad generated and distributed to the Publisher by MM is placed on the Customer's behalf. Customer agrees that on the Landing Page or any other dynamically created web pages, all Content shall be owned by Customer, but all Creative therein shall be owned by MM.

While MM will take reasonable measures to ensure that the dynamically created web page is generally accessible through the Internet, MM does not warrant that it can be accessed through all Internet browsers, or through any device that can access the Internet. In all events, MM shall have no liability in connection with any failure of availability or usability of any dynamically created webpage or other Internet site. MM may, from time to time, change the format of the Landing Page or dynamically created webpage.

3. PAYMENT. Customer agrees to pay MM the rates set forth in the Order Form for the applicable Advertising Campaign package, at the intervals set forth in the Order Form. MM reserves the right to change these rates at any time immediately and without notice. Notwithstanding the foregoing, MM shall use commercially reasonable efforts to notify you in advance of any such changes.

4. GUARANTOR. By signing the Order Form, Guarantor guarantees the payment and performance of all obligaions owed by Customer under the terms of the campaign, including payment of damages for any breach of the agreement.

5. TERM AND TERMINATION. The term of Customer's Advertising Campaign, and the duration of the Services and of this TOS will begin on the date of execution of the Order Form(s) and shall continue until the conclusion of the Advertising Campaign Term. At the end of the term, the Customer's Advertising Campaign will renew for the same period and contract level unless canceled in writing within 30 days prior to the end of the Customer's Advertising Campaign.

Customer agrees that MM may, under certain circumstances and without prior notice, immediately terminate Customer's Duke City Search account, any associated email address, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the TOS or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by Customer (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, (g) engagement by Customer in fraudulent or illegal activities, and/or (h) nonpayment of any fees owed by Customer in connection with the Services. Termination of Customer's Duke City Search account includes (a) removal of access to all offerings within the Service, (b) deletion of Customer's password and all related information, files and content associated with or inside Customer's account (or any part thereof), and (c) barring of further use of the Service. Further, Customer agrees that all terminations for cause shall be made in MM's sole discretion and that MM shall not be liable to Customer or any third party for any termination of Customer's account, any associated email address, or access to the Service.

6. AGENCY. Customer represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Customer advertises (a "Principal"), and (b) as between Principal and Customer, the Principal owns any rights to Content provided for Ads.

7. CANCELLATION. MM's Duke City Search Advertising Campaigns are non-cancelable for the initial term purchased. Should Customer choose to cancel at the end of the term, Customer must notify MM in writing within 30 days prior to the end of the Customer's Advertising Campaign.

8. CUSTOMER'S REGISTRATION OBLIGATIONS. In consideration of Customer's use of the Service, Customer represents that it is of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. Customer also agrees to: (a) provide true, accurate, current and complete information about Customer as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Customer provides any information that is untrue, inaccurate, not current or incomplete, or MM has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, MM has the right to suspend or terminate Customer's account and refuse any and all current or future use of the Service (or any portion thereof).

9. MM PRIVACY POLICY. Registration Data and certain other information about Customer is subject to our Privacy Policy. For more information, see our full privacy policy here: www.dukecitysearch.com/privacy.html.

10. CUSTOMER ACCOUNT, PASSWORD AND SECURITY. Customer will receive a user ID, password and account designation upon completing the Service's registration process. Customer is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under Customer's password or account. Customer agrees to (a) immediately notify MM of any unauthorized use of Customer's password or account or any other breach of security, and (b) ensure that Customer exits from Customer's account at the end of each session. MM cannot and will not be liable for any loss or damage arising from Customer's failure to comply with this Section.

11. CUSTOMER CONDUCT. MM does not control the Content that is made available by Customer for use via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will MM be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. Customer agrees to not use the Service to: make available via the Service any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or is unlawful, harmful, or otherwise objectionable.

Customer acknowledges that MM may or may not pre-screen Content, but that MM and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or move any Content that is available via the Service. Without limiting the foregoing, MM and its designees shall have the right to remove any Content that violates the TOS or is otherwise objectionable. Customer agrees that Customer must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by MM or submitted to MM, including without limitation information in MM marketing materials, website content, creative advertising designed for you or other customers, and in all other parts of the Service.

Customer acknowledges, consents and agrees that MM may access, preserve and disclose Customer's account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the TOS; (c) respond to claims that any Content violates the rights of third parties; (d) respond to Customer's requests for customer service; or (e) protect the rights, property or personal safety of MM, its users and the public.

Customer understands that the technical processing and transmission of the Service, including Customer's Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Customer understands that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by MM and/or content providers who provide content to the Service. Customer may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

12. CONTENT SUBMITTED OR MADE AVAILABLE FOR INCLUSION IN THE SERVICE. MM does not claim ownership of Content that Customer submits or makes available for inclusion on the Service. However, with respect to Content, Customer submits or makes available for inclusion in an Ad, Customer grants MM a worldwide, royalty-free and non-exclusive license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Service solely for the purposes of providing and promoting the specific Ad to which such Content was submitted or made available. This license exists only for as long as Customer elects to continue to include such Content on the Service and will terminate at the time Customer removes or Duke City Search removes such Content from the Service.

13. INDEMNIFICATION. Customer agrees to indemnify and hold MM and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content Customer submits, posts, transmits or otherwise makes available through the Service, Customer's use of the Service, Customer's connection to the Service, Customer's violation of the TOS, or Customer's violation of any rights of another.

14. NO RESALE OF SERVICE. Customer agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

15. MODIFICATIONS TO SERVICE. MM reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. Customer agrees that MM shall not be liable to Customer or to any third party for any modification, suspension or discontinuance of the Service.

16. MM PROPRIETARY RIGHTS. Customer acknowledges and agrees that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Customer agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. MM grants Customer a personal, non-transferable and non-exclusive right and license to use its Software through a computer; provided that Customer does not (and does not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. Customer agrees not to modify the Software in any manner or form, nor to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. Customer agrees not to access the Service by any means other than through the interface that is provided by MM for use in accessing the Service.

17. DISCLAIMER OF WARRANTIES. CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT: a. CUSTOMER'S USE OF THE SERVICE IS AT CUSTOMER'S SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MM AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. b. MM AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER'S EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT CUSTOMER'S OWN DISCRETION AND RISK, AND CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER'S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM MM OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.

18. LIMITATION OF LIABILITY CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT MM AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF CUSTOMER’S TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

19. NO THIRD-PARTY BENEFICIARIES. Customer agrees that, except as otherwise expressly provided in this TOS, there shall be no third-party beneficiaries to this agreement.

20. NOTICE. MM may provide Customer with notices, including those regarding changes to the TOS, by email, regular mail or postings on the Service.

21. TRADEMARK INFORMATION. All Duke City Search, including the Duke City Search logo, trademarks and service marks, and other Duke City Search product and service names are trademarks of MM, Inc. Without MM's prior permission, Customer agrees not to display or use in any manner the Duke City Search marks.

22. GENERAL INFORMATION. Entire Agreement: The TOS, together with applicable Order Forms, constitutes the entire agreement between Customer and MM and governs Customer's use of the Service, superseding any prior agreements between Customer and MM with respect to the Service. Customer also may be subject to additional terms and conditions that may apply when Customer use or purchase certain other MM services, affiliate services, third-party content or third-party software. Choice of Law and Forum: The TOS and the relationship between Customer and MM shall be governed by the laws of the State of New Mexico without regard to its conflict of law provisions.

Waiver and Severability of Terms: The failure of MM to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of the TOS remain in full force and effect.

Statute of Limitations. Customer agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.