Pay-For-Call Exchange Advertising Terms and Conditions

These Pay-For-Call Exchange Advertising Terms and Conditions ("Terms"), together with the terms of any written insertion order or similar document referencing these Terms ("IO"), constitute a legally binding and enforceable advertising services agreement (the "Agreement") by and between the person agreeing to these Terms on any IO via having an authorized representative execute such IO ("Advertiser"); and Marchex Sales, Inc. (f/k/a MDNH, Inc.), a wholly-owned subsidiary of Marchex, Inc. with its principal place of business at 4425 Spring Mountain Road, Suite 210, Las Vegas NV 89103 ("Company"). All capitalized terms used herein shall have the respective meanings ascribed to them in these Terms or the IO, as applicable. Advertiser and Company hereby acknowledge and agree as follows:

1. ADVERTISING SERVICES.
   
   1. Equipment; Services; Software; Telephone Numbers. Advertiser shall be responsible for obtaining and maintaining any computer and phone equipment (and the like) and ancillary products (collectively, the "Equipment") needed to access and use the enhanced information and data services provided under this Agreement (collectively, the "Advertising Services"), which Advertising Services include, without limitation, the reporting and delivery of Advertiser's associated performance and user data in various media (collectively, the "Data"). Advertiser shall also be responsible for maintaining appropriate security safeguards with respect to property for which it maintains ownership, control, use under license and/or access, including without limitation, its Equipment, its Advertiser account, passwords and files, any Data acquired hereunder, any Confidential Information, access and all uses of the Advertising Services and Data through its Advertiser account or its Equipment. Advertiser shall be solely responsible for its use of the Advertiser Data. Advertiser and Advertiser Affiliates will not (and will not cause any third party to), directly or indirectly: reverse engineer, decompile or disassemble the Advertising Services or any software, documentation or data related to the Advertising Services (collectively, "Software"); modify or create derivative works based on the Advertising Services or any Software; or copy (except for archival purposes), lease, distribute or otherwise transfer rights to the Advertising Services or any Software; or remove any proprietary notices or labels. Advertiser may access Company websites solely to manage Advertiser's account. Advertiser may not disseminate any information on the Company websites, nor, with the exception of those automated means expressly made available by Company (if any), use any automated means to access the Company websites, including without limitation, agents, scripts, robots, or spiders. Advertiser agrees not to interfere with the proper working of any Company website. The parties acknowledge and agree that Advertiser will be deemed responsible for each of its customers, subcontractors, licensees, representatives, agents and other Advertiser affiliates (collectively, "Advertiser Affiliates"), and their respective compliance with the terms of this Agreement. Advertiser shall not have the right to re-assign the call-through telephone numbers provided by Company for the purposes of the Advertising Services (the "Company Numbers") or to use them other than as explicitly set out herein without the prior written consent of Company. All Company Numbers remain the property of Company, pursuant to agreements with its various telephone carriers and vendors, and are made available to Customer solely for use in accordance with the terms and conditions of this Agreement. The parties acknowledge and agree that Advertiser's use of any Company Numbers may be further limited by, among other factors, changes to telephone carrier terms, changes in carrier relationships, guidelines recommended by Federal, state or local regulators, or changes to applicable law and regulation from time to time.
      
   2. Ad Content. The Advertising Services include the display and publication of Ad Content together with the applicable Company Numbers on Company-designated online or offline media, which may be developed or customized for Advertiser or its Clients (such as proxy web sites and business profile pages, among others), Company-owned or operated media (such as business information and local search Web sites, among others) or websites or other media including without limitation mobile-based and print media owned or operated by Company's distribution partners and affiliates through which Company makes the Advertising Services available (each third party distribution partner or affiliate being referred to herein as "Distribution Partner") (collectively, "Company Network"). Advertiser agrees to deliver or allow Company to access (including from Advertiser's Web site or other publicly available sources), as the case may be, all material or content required or requested by Company in the format specified by Company ("Ad Content") at least seven (7) business days prior to the relevant Start Date. The Ad Content must comply in all respects with Company's content submission guidelines, policies and instructions as the same may be provided by Company to Advertiser in writing (email sufficing) from time to time during the Term. Advertiser hereby grants Company the non-exclusive right to use, reproduce, modify, create derivatives of, publicly display and perform, distribute and otherwise fully exploit the Ad Content (and derivatives thereof) and to use all Advertiser trademarks, service marks, trade names, logos, ad copy and other identifiers ("Marks") in connection with the Ads in any form of online or offline media determined by Company (whether now existing or hereafter created) and, in the discretion of Company, the registration of custom URLs for a Advertiser-or Client- branded Internet presence within the Company Network, as the case may be. The Ad Content or other advertising material published pursuant to this agreement (collectively, "Ad(s)") may be placed or delivered on any Web site or other media throughout the Company Network, and Advertiser authorizes and consents to all such placements. Company cannot guarantee inclusion within the published results of any particular Distribution Partner.
      
   3. Recorded Call Services. Recording of calls under the Advertising Services ("Recorded Call Services) is part of an optional product feature. Advertiser may elect not to use such product feature in connection with the Advertising Services. To the extent that Advertiser elects to use such product feature, the terms of this subsection shall apply. Advertiser understands that, when a person (the "Caller") calls a Company Number, such call may be recorded and, therefore, Advertiser or its contractors or agents, at the direction of Advertiser, shall advise all Callers to Company Numbers prior to any connection to Advertiser or its Clients or others that each call is subject to recording and monitoring (the "Recorded Call Notice"). In connection therewith, Advertiser shall use all available product functionality or other available means to ensure that the call receives the appropriate Recorded Call Notice prior to connection with the Advertiser designated telephone number(s); will be automatically advised that each call is subject to recording and monitoring prior to the connection of the telephone call to the Advertiser through the Company Number (the "Recorded Call Message"). If Advertiser has opted to record calls on the IO ("Recorded Call Service"), Advertiser represents, warrants and agrees that in connection with its use of the Recorded Call Service, that Advertiser has reviewed the legality of recording, monitoring, storing, and divulging telephone calls, that Advertiser is permitted to engage in those activities, and that Advertiser shall use the Recorded Call Service in full compliance with all applicable laws and regulations. Advertiser represents and warrants that it has reviewed the proposed usage of the Company system with its legal counsel, and that Advertiser has established proper procedures to protect the privacy of, and otherwise comply with all applicable laws with respect to, Callers and the Call Receivers. In the event the Recorded Call Message requires a revision in order to comply with applicable law, then Advertiser shall promptly notify Company in writing of that fact, proposing the exact language that Advertiser requires to comply with the applicable laws. Advertiser must notify Company in the event the Advertiser learns of a required revision to the Recorded Call Message. Advertiser agrees and acknowledges that Company accepts no responsibility for (1) the legality of recording, monitoring, storing and/or divulging telephone calls and (2) the legality of the language used in the Recorded Call Message. Advertiser agrees and acknowledges that applicable laws and regulations may require that Advertiser provide notice to and/or receive express consent and permission from, in writing or otherwise, all agents (including employees), independent contractors, and/or other persons who receive telephone calls recorded by the Recorded Call Service (the "Call Receivers"). Advertiser agrees, acknowledges, represents and warrants that it will provide and/or obtain all notices, consents, and permission relating to Call Receivers, as required by applicable laws and regulations.
      
   4. Calculations. Notwithstanding anything to the contrary herein or contained in any separate writing, Advertiser acknowledges and agrees Company is solely responsible for tracking and calculating the performance, delivery, and other metrics in connection with the Advertising Services, including without limitation, all qualifying telephone calls (the "Calls"). Advertiser further understands and agrees such measurements and data will be the only and definitive measure thereof. Additionally, in an effort to detect, identify, and eliminate low quality traffic (including that generated by automated tools, robots or other deceptive software) from the Company Network, Company may make use of filtering and monitoring techniques. Some information or data provided to Company by Advertiser may not be processed on a real-time basis and may be subject to the latency of the Internet, the Company Network, and Distribution Partner media and search engines. Furthermore, the effectiveness (and time and date of effectiveness) of all information, pricing terms and data (including any and all amendments or supplements thereto) provided to Company by Advertiser may be subject to the prior acceptance of Company. Company may provide Advertiser with online access to usage statistics. Usage statistics shall not constitute a definitive expression of the amounts owed for Advertising Services rendered.
      
2. PAYMENT.
   
   1. Credit Reporting. Advertiser authorizes Company and any Distribution Partner to use credit reporting agencies to evaluate Advertiser's credit history. Upon request, Advertiser shall provide Company or Distribution Partner with any necessary information or consent. In the event of any negative change to Advertiser's credit profile, Company may adjust payment terms or require payment in advance, as applicable.
      
   2. Obligation to Pay. Advertiser agrees to promptly pay (and in no event later than thirty (30) days from end of the applicable calendar month in which such amounts were incurred) all advertising fees charged to it by Company in accordance with the IO. Unless otherwise indicated, all dollar amounts referred to in this Agreement or the Order Form are in the lawful money of the United States of America. If Advertiser utilizes Company's account management service, then the applicable pricing rate (e.g., price per Call) shall be set by Company. Advertiser shall be obligated to pay any amount per Qualifying Call charged by Company within the applicable price range. To the extent Ads are placed on Distribution Partner media or search engines, Company shall be deemed Advertiser's purchasing, paying and transaction agent, with express authority to enter into such Distribution Partner agreements as may be necessary to provide the Advertising Services. Upon Company's request, Advertiser will make available to any interested party a written confirmation of such agency relationship. Advertiser shall be responsible for all taxes associated with the Advertising Services other than taxes based on Company's net income.
      
   3. Failure to Promptly Pay Amounts Owed. If Advertiser fails to promptly pay any charge, irrespective of the payment method utilized, Company may charge a monthly late payment fee equal to one and one-half percent (1.5%) of the owing balance or the highest rate allowed by law, if lower. Additionally, Company may charge an overdue payment penalty fee. Termination of this Agreement and/or payment of late payment charges shall not prejudice any other rights or remedies that may be available to Company. Advertiser agrees it is responsible for all reasonable expenses and attorneys' fees Company incurs to collect payments owed.
      
   4. Payment Disputes. To the fullest extent permitted by law, Advertiser waives all claims relating to any payment dispute of which it does not notify to Company within five (5) days following the month in which the charge was incurred. The resolution of any payment dispute will be determined by Company in its sole discretion, and Company has no obligation to provide a particular remedy to Advertiser. Refunds (if any) are at Company's discretion and shall only be in the form of advertising credit.
      
3. RESERVATION OF RIGHTS; MODIFICATIONS; GOVERNMENT MATTERS.
   
   1. Reservation of Rights. This Agreement is not intended to, and shall not affect, ownership by either party of, or rights of either party in, any of its intellectual property rights, content, products and services, and nothing set forth in this Agreement shall be construed as the assignment or transfer of any ownership rights in any of the foregoing from one party to the other. Other than the express licenses set forth herein, nothing in this Agreement, and nothing in any statement made in connection with this Agreement, will be deemed a license (by implication, estoppel or otherwise) under either party's patent rights or other intellectual property rights. Any Data collected or created hereunder during the Term and through Advertiser's account, that is specific to Advertiser or Client is the intellectual property of Advertiser (collectively, the "Advertiser Data"), subject to Company's non-exclusive right to use such Data in connection with the delivery of the Advertising Services and operation of its business, which may include, without limitation, reporting Advertiser Data on an aggregated basis in accordance with the terms hereof. Neither party's performance according to the terms and conditions of this Agreement will in any way broaden the intellectual property rights of the other party. Both parties reserve all rights not expressly granted.
      
   2. Modifications. At any time, Company may make immaterial modifications to the Advertising Services (including without limitation, the look and feel, and the functionality of any API), or to the pricing and spend provisions applicable to the Advertising Services. Advertiser's sole remedy with respect to any modification is to terminate this Agreement or suspend or cancel its account(s). Advertiser's continued use of the Advertising Services following a modification shall constitute its consent thereto.
      
   3. Government Matters. Advertiser may not remove or export from Advertiser's jurisdiction or allow the export or re-export of the Advertising Services or anything related thereto in violation of any applicable export control or similar restrictions, laws or regulations. Company is not a telephone company. Company purchases telecommunications services and uses such services to provide enhanced service products to Advertiser. If at any time Company's right to allocate Company Numbers or otherwise provide the Advertising Services to Advertiser is impaired or regulated by any governmental or quasi-governmental entity, including, without limitation, the U.S. Federal Trade Commission, the U.S. Federal Communications Commission or any state public utility commission, Company shall have the right to terminate, suspend or amend this Agreement automatically upon written notice Company shall have no liability or obligation to Advertiser of any kind arising out of such a termination, suspension or change in Advertising Services, as the case may be.
      
4. CONFIDENTIALITY. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). "Confidential Information" includes any non-public information of a Disclosing Party such as business plans, products, technical data, specifications, documentation, rules and procedures, contracts, presentations, know-how, product plans, business methods, product functionality, services, data, customers, markets, competitive analysis, databases, formats, methodologies, applications, developments, inventions, processes, payment, delivery and inspection procedures, designs, drawings, algorithms, formulas, or information related to engineering, marketing, or finance. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information, and (ii) not to use (except as expressly permitted herein) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without fault of the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Confidential Information of the Disclosing Party or (e) is otherwise required to be disclosed by court order, law, regulation or securities exchange requirement, or (f) receipt of a criminal or civil subpoena, or written request from governmental authorities requesting information in connection with a criminal proceeding. Notwithstanding the foregoing, Company shall have the non-exclusive right to use such Confidential Information in connection with the delivery of the Advertising Services and operation of its business, which may include, without limitation, reporting on an aggregated basis and other aggregate measures of the Advertising Services' performance without identifying Advertiser as the source thereof and without disclosing Personal Information. For purposes of this agreement "Personal Information" shall mean personally identifiable or other personal records or information. Without limiting any other provision of this Agreement, each party shall retain all right, title and interest in and to its Confidential Information, including all intellectual property rights inherent therein or appurtenant thereto. For the avoidance of doubt, the parties acknowledge and agree that Confidential Information includes Personal Information, including, without limitation, call-related, caller related and call-receiver related Personal Information, that may be included in the Data processed under this Agreement that each of the parties shall treat such Confidential Information in accordance with the terms of this Section, in addition to, without limiting, the requirements that each of the parties has with respect to the Data generally under this Agreement and applicable law.
   
5. REPRESENTATIONS.
   
   1. Authority and Obligations. Advertiser represents and warrants during the Term that: (i) any and all information Advertiser provides under this Agreement is true, accurate and complete; (ii) any business telephone numbers provided by Advertiser are true and correct numbers for Advertiser or its Client, as applicable and will not connect to an entity other than the Advertiser or its Client as applicable; (iii) it is not engaged in any fraudulent, misleading or deceptive practices; (iv) it has full power and authority to enter into this Agreement; (v) it has and will have, during the Term, all consents, approvals, licenses and permissions, necessary for Advertiser to perform all of its obligations hereunder and for Company to exercise all of its rights hereunder; (vi) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms; (vii) it shall use the Advertising Services (and any Data acquired in connection therewith) in full compliance with all applicable laws and regulations and rules of any governmental or regulatory body, and including without limitation, those relating to advertising, privacy, marketing and telephone solicitation (for the avoidance of doubt, this shall include, without limitation, federal "Do-Not-Call" rules); (viii) it shall (and shall cause its Clients to represent and warrant that they shall) obtain and maintain throughout the term of this Agreement, the full right and authority (including by way of any consents required under applicable law) for (a) the transfer of Personal Information to Company as contemplated hereunder and (b) any other collection, use, transfer, disclosure or other processing by Company of such information for the purposes contemplated under this Agreement; (ix) it has established proper procedures to protect the privacy of its Clients' and their customers' Personal Information, and otherwise comply with all applicable laws with respect to the Data acquired by Advertiser and Clients hereunder; (x) Advertiser has the right to use and grant the licenses and permissions to Company under this Agreement with respect to the use of the designated Ad Content and Marks; and (xi) none of the Ad Content or Marks will (a) infringe or violate any right of any third party, including without limitation, copyrights, trademark rights, or other intellectual property rights; and rights of privacy, publicity or freedom from defamation; (b) violate any governmental law, rule or regulation, including without limitation, laws relating to obscenity and/or pornography, (c) contain any virus, worm, Trojan horse or other contaminating or destructive feature, (d) contain, promote or offer any form of spyware, adware or other advertising or information collection software or other software ("Prohibited Software") or cause Prohibited Software to be installed onto a user's computer without the user's express consent; or (e) contain any offensive material. Notwithstanding Section 8 of this Agreement, Company shall have no indemnity obligations to Advertiser (or its Clients, affiliates, employees, representatives or agents) for any Claim caused as a result of a breach by Advertiser or its Clients of the foregoing representations and warranties, and Advertiser shall indemnify Company for any Claim incurred by Company which arise in such circumstances.
      
   2. Use of Information. To the extent required by applicable law and regulation for certain regulated financial and other entities in their use of consumer data, Advertiser represents and warrants that all consumer information received from Company will be used for marketing purposes only. By way of example and not limitation, consumer information will not be used, in whole or in part, for purposes of establishing a consumer’s eligibility for credit or insurance or for employment purposes.
      
   3. Advertising Services for Merchants. If Advertiser is an agency that intends to offer use of the Advertising Services to its merchant clients or other customers (collectively, "Clients") then (i) Advertiser agrees to the representations contained in the foregoing subsection for itself and for its Clients and also represents that it is Client's authorized agent and has express authority to bind Client to this Agreement and (ii) Advertiser shall have obtained written contractual terms with each of its Clients ("Client Terms") which include Company and its suppliers and affiliates as third party beneficiaries to such terms, same which shall provide Advertiser the same or greater protection than the protections provided Company hereunder (e.g., a full warranty disclaimer and limitation of liability clause, indemnification provisions, representations and warranties surrounding the Ad Content and compliance with all applicable laws and regulations in its jurisdiction with respect to the Advertising Services including, if applicable, Recorded Call Services). Furthermore, Advertiser shall be responsible for all marketing materials, advertising and informational content, and any oral or written representation that Advertiser or Advertiser Affiliates may make to any current or potential Clients; and Advertiser shall neither make nor include in the Client Terms any representations or warranties on behalf of Company or with respect to Company, its Distribution Partners or the Advertising Services.
      
6. DISCLAIMERS.
   
   1. Recorded Call Services. Company makes no representation with respect to Advertiser's use of the Recorded Call Message functionality or any call recording.
      
   2. Advertising Services in General. Company has not made any promise, affirmation of fact, or provided any description or sample pertaining to the quality, specifications, or performance of the Advertising Services. Therefore, to the fullest extent permitted by law, COMPANY AND ITS THIRD PARTY VENDORS AND TECHNOLOGY PARTNERS INCLUDING BUT NOT LIMITED TO SKYPE DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION: AGAINST INFRINGEMENT; SATISFACTORY QUALITY; MERCHANTABILITY; AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAY IN ITS SOLE DISCRETION REMOVE ANY DATA FROM ITS SERVERS AT ANY TIME FOR ANY REASON. Company also disclaims any warranty arising by usage of trade, course of dealing, or course of performance. Furthermore, Company disclaims all guarantees regarding positioning, levels, quality, or timing of: (i) costs per advertising activity; (ii) advertising activity rates or volume of Calls; (iii) availability and delivery of Ads; (iv) conversions or other results for any Ads; (v) the availability, accuracy, security, usefulness, interoperability or content of any data provided or acquired hereunder, including without limitation third party data, Distribution Partner data and consumer data;; and (vi) the placement of Ads within the Company Network. Advertiser's exclusive recourse for any suspected invalid Calls is for Advertiser to make a claim pursuant to Section 2(d). In the event Company fails to publish Ad or in the event of any other failure, technical or otherwise, of Ad to appear as provided in this Agreement, the sole liability of Company shall be limited to that set forth in Section 2(d).
      
7. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO A PARTY'S INDEMNIFICATION OR CONFIDENTIALITY OBLIGATIONS HEREUNDER, NEITHER COMPANY, ITS THIRD PARTY SUPPLIERS AND TECHNOLOGY PARTNERS INCLUDING BUT NOT LIMITED TO SKYPE ON THE ONE HAND, NOR ADVERTISER, ON THE OTHER HAND, SHALL BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY: (A) FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (C) FOR ANY MATTER BEYOND SUCH PARTY'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY ADVERTISER TO COMPANY FOR THE ADVERTISING SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. NOTWITHSTANDING THE FOREGOING, ANY FAILURE OF ADVERTISER OR ITS CLIENTS TO COMPLY WITH APPLICABLE LAW OR REGULATION SHALL NOT BE COVERED BY THE FOREGOING LIMITATION OF LIABILITY.
   
8. INDEMNIFICATION.
   
   1. Each party (the "Indemnifying Party"), at its own expense, will indemnify, defend and hold harmless the other party (the "Indemnified Party") and the Indemnified Party's affiliates, employees, representatives and agents from and against any claim, demand, action, investigation or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses arising therefrom, brought by any third party against the Indemnified Party (collectively, an "Claim") to the extent that the Claim is based on, or arises out of an allegation that the Indemnifying Party's performance hereunder violates any applicable law, rule or regulation (except that Advertiser and Advertiser Affiliates shall be solely responsible for their use of any Advertising Services, including but not limited to recorded Call Services, and for their use or disclosure of any information obtained through any Advertising Services) or infringes the rights of any third party, including but not limited to intellectual property rights.
      
   2. Advertiser at its own expense, will indemnify, defend and hold harmless Company, its third party technology partners including but not limited to Skype as well as their respective affiliates, employees, representatives and agents from and against any Claim for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with: (i) the Ad Content, Marks or Advertiser content; (ii) any Advertiser (or Advertiser Affiliate) use of Advertising Services in violation of the applicable terms and conditions; (iii) Advertiser or Advertiser Affiliate's breach of any term, condition, agreement, representation or warranty hereunder; (iv) Advertiser's or Advertiser Affiliate's failure to comply with any state or federal telemarketing law or regulation); or (v) Advertiser's or Advertiser Affiliate's use of the Advertising Services and the Confidential Information. Although Company has no obligation to monitor the content provided by Advertiser Affiliate's use of the Advertising Services, Company may do so and may remove any such content or prohibit any use of the Advertising Services it believes may be (or is alleged to be) in violation of this Agreement.
      
9. TERM AND TERMINATION. Subject to earlier termination as provided below, the effective term of this Agreement (the "Term") shall be for one (1) year from the date the applicable IO is executed and shall be automatically renewed for additional periods of the same duration, unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then current term. Notwithstanding the foregoing, each party may terminate this Agreement upon prior written notice to the other party. Cancellation of the Advertising Services may be subject to Company's ability to cancel Ads already in production, in which case this Agreement shall continue in effect until delivery of the Advertising Services has ceased. Unless otherwise set forth in the IO, Advertiser shall provide the aforementioned notice no less than thirty (30) days prior to the requested termination date. Upon any termination, unless otherwise limited or restricted by applicable law or regulation, Company may maintain archived Advertiser Data for at least thirty (30) days following termination of the Agreement, and, upon written request by Advertiser, will deliver such archived Advertiser Data to Advertiser in a mutually agreed upon format (at Advertiser's expense).
   
10. MISCELLANEOUS. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is governed by Washington state law without regard to its conflict of laws rules. Advertiser and agent (if applicable) irrevocably submit to venue and personal jurisdiction in the federal and state courts in King County, Washington for any dispute arising out of or related to this Agreement, and waive all objections to jurisdiction or venue of such courts and agree not to commence nor prosecute any such dispute other than in such courts. The prevailing party is entitled to recover its costs, including reasonable attorneys' fees, in any action or suit to enforce any right or remedy under this Agreement, or to interpret any provision of this Agreement. Advertiser shall not assign or otherwise dispose of this Agreement without Company's prior written consent. This Agreement binds and inures to the benefit of the parties' successors and lawful assigns. Any notice required or permitted by this Agreement must be made in writing and will be deemed given as of the day the notice is received either by messenger, delivery service or certified mail, postage prepaid or sent (if via email) and such notice must be addressed (i) if to Company, to Company c/o Marchex, Inc., Attn: General Counsel, 520 Pike Street, Suite 2000, Seattle, WA 98101; (ii) if to Advertiser, to Advertiser at the email address stipulated on the corresponding IO. No waiver of a breach of any provision hereof shall be deemed a waiver of any succeeding breach of such provision. In the event an IO provision conflicts with any provision of these Terms, the IO provision shall prevail only to the extent of the conflict. Notwithstanding the foregoing, an IO's mention of a campaign start and end date shall not affect the applicability of these Terms, but are for reference purposes only. Advertiser may not make any public announcement relating to the relationship established by this Agreement without the prior written consent of Company. Company and/or its parent company may make public announcements regarding the relationship established by this Agreement, which may include limited use of Advertiser marks or logos. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation, acts of God, government, terrorism, natural disasters, labor conditions, power failures, failure of internet carrier lines. Advertiser acknowledges and agrees that Distribution Partners as well as Company suppliers and other third party technology partners including but not limited to Skype are a third party beneficiaries to this Agreement. This Agreement constitutes the entire and exclusive agreement between the parties with respect to the Advertising Services specified in the corresponding IO, superseding and replacing any other agreements, or terms and conditions applicable to such Advertising Services. However, Advertiser may enter into other agreements with Company relating to other advertising campaigns, which campaigns shall be governed by such other agreements. Advertiser has not relied upon any statements or promises in entering into this Agreement except as expressly set forth herein, and any conflicting or additional terms contained in any other documents (e.g., an IO's reference to other terms and conditions) are void. Company may modify these Terms by posting the revised Terms to its website. Advertiser's continued participation in the Advertising Services following such changes signifies Advertiser's acceptance of such modifications. Sections 1(d), 2, and 4-10 shall survive termination, along with any provision that might reasonably be deemed to survive such termination.

Effective June 1, 2010