1. Term

                Initial term of advertisement display commences on the effective date and terminates on the expiration date listed on Page 1, Exhibit A. Contracts not received within 10 days of effective date by Oclocals.net will be considered null and void. Advertiser must provide written notification of intent for early termination of contract. All terms and conditions of contract will still be in full force and effect, including any fees and payments as set forth in Exhibit A. Oclocals.net is under no condition bound to retain space either the same or similar for advertisement without a signed current contract.

2. Advertisement Changes

                During the terms of contracted advertisement, Advertiser may request (1) one change of advertisement. Upon said request, Advertiser’s advertisement will remain visible in an unchanged state pending administrative determination to be made within (15) fifteen business days. Upon submittal, the revised advertisement will be displayed within 72 business hours, thereby replacing the original display. If Advertiser’s request is denied, written notification , either e-mail or postal, with explanation will be sent within a reasonable time period. Extension of any and/or all expiration dates are solely at Oclocal.net’s discretion. Additional change of advertisement requests will require a nominal fee of $10.00 and must be pre-approved by an authorized agent of Oclocals.net.

3. Public Relations

                Oclocals.net retains the right to refer to Advertiser as a customer in its website, press releases and marketing collateral. Additionally, Oclocals.net retains the right to promote in its website, press releases and marketing collateral, all discounts, specials, or other promotional effects being offered by Advertiser in accordance with the terms and conditions set forth herein.

4. Waiver/Severability

                The waiver by either party of a breach under this Contract will not constitute a waiver of any other or subsequent breach or right. If any provision of the contract is found to be invalid or unenforceable by a competent court, located in Worcester County MD, such provision shall be covered from the remainder of the Contract, which will remain in full force and effect. Oclocals.net shall not be in default or otherwise liable for any delay in a failure of its performance under this contract arises by reason of an Act of God, or any government, acts of war, the elements, strikes or labor disputes or other causes beyond the control of Oclocals.net.

5. Limitations of Liability

                The Advertiser hereby agrees that Oclocals.net has no control or responsibility whatsoever regarding the quality of advertising material submitted and Oclocals.net will not be held liable for any Advertiser whose content appears on its site.  Unless otherwise documented in writing by an authorized agent of Oclocals.net, all services provided are done on an “as is and as available” basis. Oclocals.net shall have no liability for the performance of the contract, including Internet disruption or service issues, errors in advertising services, or levels of usage and/or responses; additionally, Oclocals.net, it’s officers, agents, employees, parent companies, members, and sponsors are not liable for any loss of data, injury or damage to, or disruption of Advertisers website. In no event shall Oclocals.net be liable for incidental, direct, special, or exemplary consequential damages or costs, including but not limited to any lost profits or revenue, loss of use or any third party claims.

                Without limiting the foregoing, Oclocals.net entire liability for breach of, arising from, or related to this Contract shall be limited to a refund of monies paid by advertiser related to services giving rise to such liability. Any other remedies will be strictly the discretion of Oclocals.net.

6. Indemnification

                Advertiser, at it’s own expense, shall indemnify and hold Oclocals.net and it’s officers, agents, employees, parent companies, members, sponsors, distributors, and licensees harmless from and against any judgments, losses, damages, liabilities, and costs (including attorney fees) incurred with or arising from any claim, suit, or legal action relating to any breach of this contract.

                Advertiser also agrees to indemnify and hold harmless Oclocals.net in regards to Advertiser’s ad content, including defamation or breach of contract, trademark or copyright infringement, or any services related to content infraction, including a third party contract.

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7. Advertising Restriction and/or Cancellations

                Oclocals.net absolutely reserves the right to inspect all contracted advertisements and will terminate any that are found to contain links to content promoting sex, pornography, nudity, or other adult-oriented content, alcohol, tobacco, illegal substances, expletive or inappropriate language, content that promotes illegal activity, racism, hate crime, mail fraud, investment content, or any other content deemed inappropriate. Oclocals.net reserves the right to cancel any advertisement that is considered detrimental to its business, or is otherwise considered libel, slanderous, defamatory, or contains unlawful statements, to be determined at the sole discretion of Oclocals.net, it’s officers, agents, employees, parent companies, members or sponsors.

                Should Oclocals.net terminate an advertisement, the Advertiser’s rights shall be as follows; if Advertiser’s ad has not been posted, then a full refund will be issued to Advertiser and Contract will be terminated. If Advertiser is found to have adjusted link destination(s) or otherwise reconfigured their content material, including Advertiser’s own website, to include any of the aforementioned issues or statements, after posting to Oclocals.net, then the Contract will be cancelled immediately and no refund of any monies paid to Oclocals.net will be returned, with no exceptions.

8. Independent Contractor

                Oclocals.net and Advertiser are independent contractors in relation to each other with respect to all matters arising under or from this Contract. Nothing herein establishes a partnership, joint venture, association, or employment relationship between the two parties or any arrangement for exclusivity.

9. Materials

                Any and all materials submitted by Advertiser become the sold property of Oclocals.net and will not be returned, unless specifically arranged with an authorized representative of Oclocals.net in advance. All materials will be held for a period of 3 months from submittal, at which time materials will be discarded.

9. Entire Contract

                This Contract sets forth the entire Contract between Oclocals.net and Advertiser and supersedes any other Contracts, proposals, and representations made between the two parties, be they written or oral, in regards to the subject matter contained herein. This Contract may be changed only by mutual consent between the two parties, in writing. Advertiser may not assign or otherwise transfer any rights or obligations under this Contract.

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