Praized

This Praized Media Inc. API License Agreement (the “Agreement”) is entered into by and between Praized Media Inc., a Canadian corporation, with offices at 460 Ste-Catherine Street West, Suite 402, Montreal, Quebec, Canada, H3B 1A7 (“Praized”) and the entity agreeing to the terms herein (“Licensee”). This Agreement will be effective as of the date you click the “I Agree” button on the API page (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these terms and conditions; (ii) that you have read and understand this Agreement; and (iii) that you agree, on behalf of the party that you represent, to this Agreement. If you don’t have the legal authority to bind, please do not click the “I Agree” button below.

1. Service.

1.1 Scope of Service. The application program interface (the “API”) developed by Praized allows Licensee to display local content search and social tools developed by Praized which allow end users to access relevant business data listings and related content (the “Praized Service”). The information accessible through the Praized Service is referred to in this document as “the Content”. Subject to the limitations and conditions described in this Agreement, Licensee may use the API to display the Content in conjunction with other information provided to Licensee’s end users. Licensee may not access, reproduce, or use the Content for any other purpose. The API may be used only for services that are accessible to consumers without charge.

1.2 Content in the Service. Licensee acknowledges that its use of the Content is limited to displaying it to end users within the Praized Service itself, and in the same manner, form, format, and appearance as it is provided by the Praized Service. Licensee may not, nor allow others to, copy, distribute, display, alter, or otherwise use the Content except as it is provided to you through the Praized Service. Praized reserves the sole right and discretion to determine whether your display of the Content through the Praized Service is in conformance with this Section, and also reserves the right to terminate or suspend your access to the Content at any time for any reason, without notice.

1.3 Modifications. Praized reserves the right to release subsequent versions of the API and to require Licensee to obtain and use the most recent version. Praized may modify the terms of this Agreement at any time with or without notice, and Licensee can review the most current version of this agreement online at any time at http://www.praizedmedia.com/en/api/api-license-agreement. If a modification is unacceptable to Licensee, it is acknowledged that Licensee may cancel the Praized Service by complying with the obligations set forth in Section 7.2 of this Agreement. If Licensee continues to use the Praized Service, Licensee will be deemed to have accepted the modifications.

1.4 Appropriate Conduct and Prohibited Uses. The Praized Service may be used only for services that are generally accessible to end users without charge. In addition, except where you have been specifically licensed by Praized to do so, Licensee may not use the Praized Service with any products, systems, or applications installed or otherwise connected to or in communication with vehicles for or in connection with: ( a ) real time route guidance (including without limitation, turn-by-turn route guidance and other routing that is enabled through the use of a sensor); ( b ) any systems or functions for automatic or autonomous control of vehicle behavior; or ( c ) dispatch, fleet management or similar applications.

Licensee agrees to use the Praized Service only for purposes that are legal, proper and in accordance with this Agreement and any applicable policies or guidelines. By way of example, and not as a limitation, Licensee agrees that when using the Praized Service, it shall not:

- defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

- upload, post, email or transmit or otherwise make available any inappropriate, defamatory, infringing, obscene, or unlawful content;

- upload, post, email or transmit or otherwise make available any content that infringes any patent, trademark, copyright, trade secret or other proprietary right of any party, unless Licensee is the owner of the rights or has the permission of the owner to post such content;

- upload, post, email or transmit or otherwise make available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by law, this Agreement or any applicable policies or guidelines;

- download any file posted by another that Licensee knows, or reasonably should know, that such file cannot be legally distributed in such manner;

- impersonate another person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material;

- restrict or inhibit any other user from using and enjoying the Praized Service;

- use the Praized Service for any illegal or unauthorized purpose;

- remove any copyright, trademark or other proprietary rights notices contained in or on the Praized Service;

- remove, modify, obscure or alter any of the Advertising provided through the Praized Service;

- interfere with or disrupt the Praized Service or servers or networks connected to the Praized Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Praized Service;

- use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Praized Service or collect information about users for any unauthorized purpose;

- submit content that falsely expresses or implies that such content is sponsored or endorsed by Praized;

- create user accounts by automated means or under false or fraudulent pretenses, or obtain or attempt to obtain multiple keys for the Praized Service;

- promote or provide instructional information about illegal activities or promote physical harm or injury against any group or individual;

- or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature.

1.5 No Exclusivity. Licensee acknowledges that this Agreement does not confer any form of exclusivity with respect to use of the Praized Service.

2. Financial Considerations.

2.1 No License Fees. Praized hereby acknowledges that it shall continue to offer the Praized Service to Licensee free of charge provided such commitment may not apply to any new opt-in services added by Praized to the Praized Service in the future. For the sake of clarity, Praized reserves the right to offer a premium version of the Praized Service for a fee.

2.2 Advertising Revenues. For the purposes of this Agreement, “Advertising” shall mean any ad, advertisement, publicity or promotional space including without limitation banner, button and key word advertisements. Licensee hereby acknowledges that Praized shall be entitled to embed sponsored links, content or features from third-party advertisers within the Praized Service. Furthermore, it is understood and acknowledged by Licensee that it shall not be entitled to any of the Advertising revenue generated by Praized from (i) the placement of said sponsored links and (ii) the operation of the web site accessible under the URL www.praized.com or such successor URL that Praized may designate from time to time. Notwithstanding the foregoing, Praized acknowledges that Licensee shall own all other rights, title and interest in and to the Advertising on the Licensee’s site.

3. Proprietary Rights.

3.1 Intellectual Property Rights. For purposes of this Agreement, “Intellectual Property Rights” shall mean any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. As between Licensee and Praized, Licensee acknowledges that Praized or its licensors own all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Praized Service and that Licensee shall not acquire any right, title, or interest in or to the Praized Service, except as expressly set forth in this Agreement.

3.2 Brand Features. For purposes of this Agreement, “Brand Features” shall be defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. Praized hereby grants to Licensee a non-transferable, non-sublicenseable, non-exclusive license during the term of this Agreement to display Praized’s Brand Features for the purpose of promoting or advertising that Licensee uses the Praized Service in accordance with this Section 3.2 and for the purpose of fulfilling your obligations under Section 3.3 below. Licensee hereby grants to Praized a non-transferable, non-exclusive license during the term of this Agreement to use Licensee’s Brand Features to advertise that Licensee is using the Service.

In using Praized Brand Features, Licensee may not:

- display a Praized Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Praized, other than your involvement in the Praized Service, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Praized or Praized personnel;

- use Praized Brand Features to disparage Praized, its products or services;

- display a Praized Brand Feature on your site if it contains or displays adult content or promotes illegal activities, gambling, or the sale of tobacco or alcohol to persons under twenty-one (21) years of age;

- have the Praized logo as the largest logo on your website;

- display a Praized Brand Feature as the most prominent element on any page of your web site;

- display a Praized Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Praized;

- display a Praized Brand Feature on a site that violates any law or regulation; or remove, distort or alter any element of a Praized Brand Feature (this includes squeezing, stretching, inverting, discoloring, etc.).

Licensee understands and agrees that Praized has the sole discretion to determine whether your use of Praized Brand Features is in accordance with the above restrictions. Except as set forth in this Section 3.2, nothing in this Agreement shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party’s Brand Features. All use by Licensee of Praized’s Brand Features (including any goodwill associated therewith) shall inure to the benefit of Praized. At no time during or after the term of this Agreement shall Licensee challenge or assist others to challenge the Brand Features of Praized (except to the extent such restriction is prohibited by law) or the registration thereof by Praized, nor shall Licensee attempt to register any Brand Features (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Praized.

3.3 Attribution; Legal Notices. The Content provided to Licensee through the Praized Service may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Praized and its partners. Licensee may not delete or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Licensee agrees to maintain, and not to remove, modify, obscure or alter, any link or notices appearing on any of the Content provided through the Praized Service.

4. Licensee Obligations

4.1 End User Terms. Licensee acknowledges that its end users will be bound by terms relating to each component of the Praized Service including but not limited to the Praized Terms of Use available at http://www.praizedmedia.com/en/terms-and-conditions and the Praized Privacy Policy available at http://www.praizedmedia.com/en/privacy-policy.

4.2 End User Privacy Policies. Furthermore, Licensee agrees to protect the privacy of the end users of the Praized Service through a policy communicated to its end users and no less protective of its end users than the Praized Privacy Policy referenced above.

4.3 Usage Policies and Limits. Licensee shall comply with any applicable usage policies and limits concerning the Praized Service as requested by Praized from time to time, including, but not limited to, any technical or implementation requirements or brand treatment guidelines with respect to the Brand Features.

5. WARRANTY DISCLAIMERS.

LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT:

A. ITS USE OF THE PRAIZED SERVICE IS AT ITS SOLE RISK. THE PRAIZED SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRAIZED AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

B. PRAIZED AND ITS LICENSORS MAKE NO WARRANTY THAT (I) THE PRAIZED SERVICE WILL MEET LICENSEE?S REQUIREMENTS, (II) THE PRAIZED SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRAIZED SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PRAIZED SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

C. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PRAIZED SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR 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 YOU FROM PRAIZED SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

6. LIABILITY LIMITATION.

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, EXCEPT FOR BODILY INJURY, IN NO EVENT WILL PRAIZED OR ITS VENDORS BE LIABLE TO LICENSEE OR ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE PRAIZED SERVICE. EVEN IF PRAIZED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE.

7. Indemnity.

Licensee agrees that Praized shall have no liability whatsoever for any use Licensee makes of the Praized Service. Licensee shall indemnify and hold harmless Praized from any and all claims, damages, liabilities, costs and fees (including reasonable attorney?s fees) arising from Licensee’s use of the API and this Agreement.

8. Term and Termination.

8.1 Termination. This Agreement shall be in effect until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement.

8.2 Effect of Termination. Upon termination of this Agreement for any reason, the license granted hereunder shall also be terminated and Licensee must immediately remove the Praized Service, the Content and the Praized Brand Features from Licensee’s site.

8.3 Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 5, 6, 7, 8 and 10 shall survive the termination of this Agreement.

9. Export Controls.

Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the API in violation of any such restrictions, laws or regulations. By downloading or using the API, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.

10. Miscellaneous.

This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. Any term or provision of this Agreement which is held to be invalid, void, unenforceable or illegal will in no way affect, impair or invalidate the remaining terms or provisions, which will remain in full force and effect, consistent with the original intent of the parties. The relationship established by this Agreement is that of independent contractors, and neither party is an agent, partner or joint venturer of the other. This Agreement may be modified or amended in writing, if the amendment is agreed upon and signed by both parties obligated under this Agreement. This Agreement shall be construed in accordance with the laws applicable in the Province of Quebec, without regard to its conflict of laws principles. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld, except in connection with a merger, acquisition, reorganization, “spin-off”, transaction or sale of all or substantially all of the assets to which this Agreement pertains. At the express written consent of the Parties, this Agreement has been drafted in English. À la demande expresse des parties, cette entente a été rédigée en anglais.

as of June 24, 2008