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Advertising Agreement 

New Port Solutions, LLC a  Limited Liability Company is the
Owner/Operator of  www.EShoppingLocal.com and www.LocalRELS.com   Contact: EShop@EShoppingLocal.com   ph. 804-337-9197
Advertising Agreement
Updated March 5, 2014.
SCHEDULE II
TERMS AND CONDITIONS
I. ADVERTISEMENT
A.The Advertiser identified on this Insertion Order (“Advertiser”) shall utilize, and [New Port Solutions, LLC trading as( LocalRELS.com  and EShoppingLocal.com] (“Publisher”) shall provide, advertising on the website (“Website”) produced or maintained by Publisher according to the terms and rates specified on the Insertion Order. Advertiser shall pay the advertising fee set forth in the Insertion Order in full upon execution.
B.Advertiser shall submit a copy of each of its advertisements, including changes (“Copy”) in accordance with any and all policies of Publisher regarding advertisements to be published on the Website (“Publisher Policies”). Subject to Section III.B. below, Publisher is not responsible for making any corrections to Copy. Copies submitted and ordered in accordance with the specified deadlines cannot be changed after the closing time. 
II. LICENSE
Advertiser hereby grants to Publisher a license to print, copy, distribute, publicly display, and modify any Copy submitted to Publisher by Advertiser. Advertiser further grants to Publisher a license to print, copy, and modify the computer code imbedded in the Copy. 
III. CONTENT AND DESIGN
A.Publisher reserves the right to reject, alter, or refuse any Copy in its sole discretion or disapprove any Copy in accordance with the Publisher Policies. No change in the Copy shall be made without Advertisers prior consent, except as otherwise provided in Section III.B. below. 
B.Any Copy resembling news matter, or advertisements in cartoon technique or comic strip form, must carry the word Advertisement over the advertisement. If Advertiser submits a Copy not in conformity with this requirement, Publisher may either refuse to print such Copy or designate Advertisement above the Copy on the Website without Advertisers prior approval. Publisher may, at its sole discretion and without liability to Advertiser, change or relocate advertisements to another position on the Website without Advertisers approval.
C.Any specification or order for the use or nonuse of any particular portion of the Website, or relating to the type of news or advertising on the page where the advertisement is to be inserted, shall be treated as a request only, and shall not be binding on Publisher. If Publisher grants the request for position, the Advertiser shall pay all applicable additional charges.
IV. TERMINATION
A.Publisher may terminate this Insertion Order immediately without prior notice in the event Advertiser breaches any term or condition hereof.
B.Advertiser may terminate this Insertion Order in the event Publisher fails to publish Advertiser’s advertisement which complies with the Publisher Policies for more than four consecutive weeks.
C.Either party may terminate this Insertion Order, with or without cause, upon [number] days written notice of termination to the other.

V. LIMITATION OF LIABILITY AND REMEDIES
A.Publisher shall not be liable for any errors in any advertisement published on the Website. Advertiser’s sole remedy for errors in advertisement is to require Publisher to correct the error within [5] days of receiving notice of the error from Advertiser.
B.In the event Publisher terminates this Insertion Order for Advertisers breach pursuant to Section IV.A., or Advertiser terminates this Insertion Order without cause pursuant to Section IV.C., Publisher shall not be required to refund advertising fees which correspond to advertisement not published due to such early termination. In the event Advertiser terminates this Insertion Order for Publishers breach pursuant to Section IV.B., or Publisher terminates this Insertion Order without cause pursuant to Section IV.C., Publisher shall refund to Advertiser that portion of the prepaid advertising fees which corresponds to advertisement not published due to such early termination.
C.Publisher shall not be liable for damages for any failure to insert an advertisement. If a Copy is submitted in accordance with the provisions of this Insertion Order and that Copy is omitted from the Website for more than four weeks, Advertiser’s sole remedy shall be to require Publisher to publish the identical advertisement or an advertisement of the same size on the Website within thirty (30) days.
D.The Advertiser assumes full and complete responsibility and liability for the content of all Copies submitted, printed, and published pursuant to this Insertion Order, and shall indemnify and hold Publisher harmless from and against all demands, claims, or liability, related to such content of Copies, or related to any allegation that the Copies infringe on the intellectual property rights of a third party. The Advertiser shall reimburse Publisher for any amount paid by Publisher in settlement of claims or in satisfaction of judgments obtained by reason of publication of such advertising copy together with all expenses incurred in connection therewith, including, but not limited to, attorneys’ fees and costs.
E.In no event shall Publisher be liable for any damages caused by downtime of the Website, or for any delays or changes in update times of the Website.
F.IN NO EVENT SHALL PUBLISHER BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. PUBLISHER'S TOTAL LIABILITY UNDER THIS INSERTION ORDER IS LIMITED TO THE PAYMENTS RECEIVED BY PUBLISHER FROM ADVERTISER FOR THE SERVICES SPECIFIED ON THIS INSERTION ORDER.
G.ADVERTISER AND ITS DULY APPOINTED AD AGENCY, IF ANY, SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL AMOUNTS DUE UNDER THIS INSERTION ORDER. ADVERTISER SHALL PROVIDE PUBLISHER WITH EVIDENCE OF AD AGENCY’S ACKNOWLEDGEMENT OF AND AGREEMENT TO THIS PROVISION.
VI. PROPRIETARY INFORMATION
Advertiser acknowledges and agrees that nonpublic information to be provided by Publisher pursuant to this Insertion Order or learned by Advertiser in the course of its dealings with Publisher comprises Proprietary Information owned solely by Publisher, including but not limited to programs, processes, know how, and copyrighted works, as well as information about Publisher’s business, suppliers, vendors, and customers, and the terms of this Insertion Order and third-party Proprietary Information entrusted to Publisher in confidence (collectively “Proprietary Information”). Proprietary Information does not include information that is or becomes generally known other than as a result of a breach of this Insertion Order, breach of confidentiality, or other wrongful act; was independently developed by Advertiser prior to disclosure by Publisher; is disclosed by a third party holding same lawfully and not under a duty of confidentiality to Publisher; or is required to be publicly disclosed by law or regulation, to the extent so disclosed. Advertiser agrees to treat all Proprietary Information as strictly confidential, not to disclose Proprietary Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Publisher in each instance, and not to use any Proprietary Information for any purpose except as required in the performance of its obligations hereunder. The obligations of Advertiser with respect to Proprietary Information shall survive the termination or expiration of this Insertion Order, and Advertiser shall indemnify Publisher for any breach of such obligations. At any time upon the request of Publisher, Advertiser shall return to Publisher all Proprietary Information.
VII. MISCELLANEOUS
Advertiser agrees to the terms of this Insertion Order, including without limitation THESE “TERMS AND CONDITIONS,” which shall be controlling over any contrary or other terms, conditions or modifications proposed or presented by Advertiser. The provisions of this Insertion Order are severable, and if any one provision is determined to be void or unenforceable, the remainder of this Insertion Order will remain valid and enforceable. Waiver of any breach of any provision of this Insertion Order shall not operate or be construed as a waiver of any subsequent breach. This Insertion Order: may not be assigned by Advertiser without Publisher's prior written approval; constitutes the entire agreement between the Parties relating to the subject matters hereof; can be modified only in writing signed by both Parties; and shall be construed and governed by the laws of the Commonwealth of Virginia without regard to conflicts of laws provisions. 
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