1. Overview.

This Business Agreement ("Agreement") sets forth the terms of the agreement between you and BizBuzz Search, LLC ("BizBuzz") concerning Premium Listing packages and other advertisement products (collectively, the "Advertisements") offered by PalmettoBizBuzz.com (the "Site"). The Site's Terms of Use and the Privacy Statement, which may be amended from time to time, are incorporated herein by reference and made part of this Agreement. In the event of any conflict between this Agreement and the terms of the Privacy Statement or the Terms of Use, the terms of this Agreement shall prevail.

2. Rates and Services.

The rates and services applicable to other Advertising products are/will be set forth on our Marketing Center page. BizBuzz reserves the right to increase its rates for the Advertisements from time to time by posting such increase on the Site at least 30 days prior to its effective date. If you object to such rate increase(s), you shall have the option to cancel your Advertisements in accordance with Section 12 below. If you do not cancel prior to the effective date of the rate increase, then you shall be subject to the increased rate.

3. Requirements.

Your proposed Premium Listing shall be submitted to BizBuzz in accordance with the submission materials provided by BizBuzz. BizBuzz shall not be responsible for the display or accessibility of any material that is not received by BizBuzz in accordance with the technical requirements and deadlines.

4. Payment.

Payment is by automatic debit to your Visa, MasterCard, Discover, or American Express credit card, which will be charged for your initial monthly payment within three days of your purchase of an Advertisement. Your credit card will be charged automatically on or about the same date each month unless you cancel your Advertisement in accordance with Section 12 below. BizBuzz does not offer refunds or credits for cancellations prior to the end of your billing cycle. Your credit card information will be used solely in connection with the payment for the Advertisements and will not be shared or disclosed with any third parties other than those processing, administering or collecting payment for BizBuzz, or pursuant to court order.

5. Standards.

BizBuzz may, in its sole discretion, edit, reject or remove from the Site at any time any Advertisement or other material submitted by you, or place or position the Advertisement in any way BizBuzz deems appropriate. If BizBuzz refuses to display your Advertisement, your sole remedy is a refund of any money paid to BizBuzz for the refused Advertisement for the time period during which it was refused. Initial acceptance of an Advertisement does not commit BizBuzz to display it, and display of an Advertisement does not commit BizBuzz to continue to display it. BizBuzz shall not be responsible for any typographical errors or other minor errors in the display of Advertisements, but will endeavor to correct such errors promptly when notified of them if the errors were caused by BizBuzz. BizBuzz reserves the right to insert the words "PAID ADVERTISEMENT" or something similar into every Advertisement displayed on the Site.

6. Responses to Postings.

If you purchase a Premium Listing, you may submit responses to consumers' comments or reviews of your business (collectively, "Responses"). All Responses must comply with the standards and guidelines set forth on this Site, including without limitation, in this Agreement, in the Terms of Use and elsewhere on this website. BizBuzz reserves the right to review, edit, reject or remove any Response it determines, in its sole discretion, is unsuitable for the Site. You understand and agree that BizBuzz has no responsibility to review, edit, reject or remove any reviews or Responses.

7. Agency.

If you use an advertising agency in connection with your Advertisement(s), you and such agency will be jointly and severally liable under this Agreement. If you are not the person directly entering into this Agreement, then the person or entity entering into this Agreement warrants that it is duly authorized and has the full power to bind you, and agrees to indemnify and hold BizBuzz, its affiliates and the officers, directors, employees and representatives of each of these, harmless from any and all claims, losses, damages and costs (including reasonable attorneys' fees) arising out of any breach of this warranty. You will be solely responsible for any commission due any agency.

8. No Endorsement.

Display or other use of an Advertisement or a Response shall not be deemed to imply endorsement by BizBuzz of the statements in the Advertisement or Response or of any product or service of yours, and you shall not imply or state in any medium that BizBuzz endorses any of your products or services.

9. Failure to Display Advertising Material.

If, for reasons beyond BizBuzz's control, including, but not limited to, legal restrictions, acts of God, labor disputes, force majeure, necessity, or mechanical or electronic failure, there is an interruption or omission of the display of your Advertisement(s) or other material contracted to be displayed hereunder, BizBuzz may suggest a substitute time period for the display of the interrupted or omitted Advertisement or material. Alternatively, if no such substitute time period is acceptable to you in your good faith business judgment, BizBuzz shall provide a reduction in the amount of fees due to BizBuzz (or credit of fees already paid) equal to the proportionate amount of money assigned to the interrupted or omitted display of Advertisement(s) or other material. Such substitution in time period or reduction in fees shall be your sole remedy for any failure to display advertising material and BizBuzz shall have no further liability.

10. Ownership.

All advertising material or other content that represents and/or utilizes the creativity, illustration, graphics, labor, composition or material furnished by BizBuzz is the property of BizBuzz, including all rights of copyright therein. You may not authorize the use of such material in any medium without BizBuzz's prior written consent. Any user or usage data or information collected via the Site or related to the Site shall be the property of BizBuzz. You shall have no rights in such information by virtue of this Agreement.

11. License.

You hereby grant BizBuzz a license to publish, display, distribute, and modify, in any medium, any Advertisement, Response or other materials submitted by you to BizBuzz for the duration of this Agreement.

12. Termination and Default.

This Agreement will remain in effect until terminated as follows. This Agreement may be terminated by you via email to with subject line "Cancellation of Premium Listing." BizBuzz may terminate this Agreement at any time upon notice to you in the event of default by you for any payment or any other breach of this Agreement. Upon termination, all charges for services completed hereunder shall become immediately due and payable, including interest on any sums not paid when due. Notwithstanding anything in this Agreement to the contrary, any termination or cancellation of this Agreement shall not release you from your obligation to pay for charges incurred prior to the date such termination or cancellation becomes effective. In addition to any of BizBuzz's rights and remedies under this Agreement or this Section, if you fail to timely pay as provided for in this Agreement, you agree to indemnify BizBuzz for all expenses incurred in connection with the collection of amounts payable under this Agreement, including interest, court costs and attorneys' fees.

13. Removal or Change of Content on the Site.

BizBuzz, in its sole discretion may remove or revise its Site, including the Sites' content, nature, design, and/or organization, during the term of this Agreement. If any such revision materially alters the value or products and services related to your Advertisement(s) on the Site, BizBuzz will notify you of such revisions. If you do not accept such revisions, you may cancel your Advertisement(s) in accordance with Section 12. Such cancellation shall be your sole remedy and BizBuzz shall have no further liability whatsoever. BizBuzz may also change the URL for any BizBuzz Site upon reasonable notice to you.

14. Representations and Warranties / Warranty Disclaimer.

(a) You represent and warrant that any Advertisement or Response (including without limitation any copy, statement, logo, slogan, trademark, materials or work of authorship which the you submits to BizBuzz): (i) does not violate or infringe any copyright, right of privacy, right of publicity, trademark or any other right of any person or entity; (ii) does not contain anything which is erroneous, false, misleading, obscene, defamatory, tortious or contrary to law; and (iii) is not subject to any contract or commitment contrary to your use of the Advertisement or Response in derogation of any rights of BizBuzz.

(b) BizBuzz MAKES AND YOU RECEIVE NO WARRANTIES EXPRESS OR IMPLIED. BizBuzz EXPRESSLY EXCLUDES AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT IN ANY WAY LIMITING THE FOREGOING, BizBuzz DOES NOT REPRESENT OR WARRANT THAT ANY ADVERTISEMENT(S), RESPONSE(S) OR OTHER MATERIAL WILL BE DISPLAYED ON THE SITE WITHOUT INTERRUPTION OR ERROR. BizBuzz DOES NOT GUARANTEE ANY MINIMUM LEVEL OF AUDIENCE OR MINIMUM NUMBER OF IMPRESSIONS OR CLICK-THROUGHS WITH RESPECT TO THE ADVERTISEMENT(S) OR OTHER MATERIAL PROVIDED BY YOU. BizBuzz SHALL HAVE NO RESPONSIBILITY FOR ERRORS IN MATERIALS SUPPLIED BY YOU. THESE DISCLAIMERS AND LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

15. Defense / Indemnity.

You shall defend, indemnify and hold harmless BizBuzz and its directors, officers, members, employees, successors, assigns, subsidiaries, affiliates, representatives, agents and third-party contractors (collectively, an "Indemnified Party") from and against all claims, proceedings, and/or other actions of any kind and any loss, damage, liability, cost, expense, settlement, judgment, interest, and/or penalty, including legal expenses and reasonable attorneys' fees, (i) arising out of any breach or alleged breach of any of your representations and warranties set forth in this Agreement, (ii) arising from or out of any action or inaction by you, or (iii) caused by or relating to the display or other use of the Advertisements or other material received from you. Your warranties, representations, and indemnities shall apply to the original and any subsequent version of the Advertisement(s), Response(s) and/or the Site. In no event shall BizBuzz be obligated to display an Advertisement or Response that, in BizBuzz's sole opinion, may subject BizBuzz to any claim from a third party. You shall take any action or provide any document reasonably demanded by the BizBuzz to reduce or preclude the risk of such a claim. You shall defend at its own expense any litigation instituted by any person or entity against an Indemnified Party resulting from a claim covered under this Section. An Indemnified Party shall have the right, at its option, to defend such litigation jointly with you.

16. Limitation of Liability.

YOU ACKNOWLEDGE AND AGREE THAT BizBuzz SHALL HAVE NO LIABILITY FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF GOODWILL OR LOST OPPORTUNITIES IN ANY WAY ARISING FROM OR RELATING TO THIS AGREEMENT AND/OR THE ADVERTISEMENTS, EVEN IF BizBuzz HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT OR OTHER FORM OF ACTION. LIABILITY FOR A GIVEN ADVERTISEMENT IS LIMITED TO A FULL REFUND OF THE FEES PAID BY YOU FOR THAT ADVERTISEMENT. IN NO EVENT WILL BizBuzz'S AGGREGATE LIABILITY EXCEED THE FEES PAID BY YOU TO BizBuzz UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION. THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

17. Third Party Beneficiaries.

The disclaimers and limitations of liability made by BizBuzz, and the representations and warranties made by you in this Agreement shall apply to BizBuzz vendors as intended third party beneficiaries of this Agreement.

18. Miscellaneous.

(a) In the event that any federal, state or local taxes are imposed on the display of your Advertisements or its other material on the Site(s), such taxes shall be assumed and paid by you.

(b) This Agreement may not be assigned or transferred by you without the prior written consent of BizBuzz.

(c) BizBuzz is not required to display any Advertisement or other material for the benefit of any person or entity other than you.

(d) Any notice required or permitted under this Agreement shall be in writing.

(i) To provide notice to BizBuzz, the notice shall be delivered by hand delivery; by registered, express, or certified mail, return receipt requested, postage prepaid; by email; or by nationally-recognized express courier to BizBuzz at the following address: Legal Notices, BizBuzz Search, LLC, PO Box 22342, Charleston, South Carolina 29413.

(ii) To provide notice to you, BizBuzz may send the notice by email to the email address listed in your account. In the alternative or in addition, the notice may be delivered by hand delivery; by registered, express, or certified mail, return receipt requested, postage prepaid; or by nationally-recognized express courier to any address or contact information that you have provided to BizBuzz. For changes of terms of this Agreement or any other agreement relating to this Site, notice of the changes may made by posting the revised agreement on the Site.

(iii) Notice will be deemed to have been given as of the earlier of the date it has been emailed, posted, received or, if by postal mail, five days after it has been mailed.

(e) Failure of BizBuzz to enforce any provision of this Agreement shall not be construed as a general relinquishment or waiver as to that provision or any other provision hereof.

(f) This Agreement contains the entire understanding between the parties relating to the subject matter herein contained and supercedes all prior agreements. No change or modification of any of the terms of this Agreement shall be effective unless made in writing and signed by both parties. This Agreement renders void any statements concerning liability which may appear on correspondence from Agency or you.

(g) This Agreement is governed by the laws of the state of South Carolina, without reference to its conflict of law rules. The state and federal courts of the County of Charleston, South Carolina, shall have exclusive jurisdiction over any disputes that arise from or are related to this Agreement. Each party specifically waives any right to trial by jury in any court with respect to any claim against the other arising out of or connected in any way to this Agreement.

(h) Nothing in this Agreement limits the ability of either party to enter into other agreements with third parties with respect to arrangements similar in nature to or the same as those covered under this Agreement.

(i) If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, that provision to the extent required by law shall be severed from this Agreement and shall not affect the remainder hereof, and the parties agree to substitute for such provision a valid provision which most closely approximates the intent and economic effect of such severed provision.

(j) If either party is prevented from performing any of its obligations due to any cause beyond the party's reasonable control, including, without limitation, fire, war, strike, riot, labor dispute, change of law, government policy or regulation, or an act of God, that party's performance will be excused for the period of the delay or inability to perform due to such occurrence. Should such party's inability to perform continue for more than thirty (30) days, the other party shall have the right to immediately terminate this Agreement.

(k) Sections 2, 5, 6, 7, 10, 11, 12, 13, 14, 15, 16, 17, 18(a), 18(d), 18(g), 18(i), 18(k), and 18(l) shall survive any expiration or termination of this Agreement.

(l) You shall reimburse BizBuzz for any legal fees and costs, including attorney's fees, incurred to recover amounts due under this Agreement.

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