1.  Advertising Material/Display.  Advertiser acknowledges that the sole obligation of CharlestonWV.net ("CharlestonWV") is to display an advertisement (the “Advertisement”) from Advertiser which conforms to the specifications set forth in these Terms & Conditions. ("Terms"). The specific nature and positioning of the Advertisement will be as determined by CharlestonWV in its editorial discretion.  Advertiser agrees that (i) CharlestonWV has the right to market, display, perform, transmit and promote the Advertisement through the CharlestonWV Service and (ii) users of the CharlestonWV Service have the right to access and use the Advertisement together with any content or materials linked to the Advertisement (the “Advertiser Content”). The Advertiser Content shall not (i) disparage CharlestonWV; (ii) promote any product or service which is reasonably competitive with one or more of the principal products or services offered through the CharlestonWV Service (“Competitive Products”); (iii) be in contravention of CharlestonWV’s generally applicable advertising standards and practices, as such may be modified by CharlestonWV from time to time; or (iv) violate any applicable law, regulation or third party right (including, without limitation, any copyright, trademark, patent or other proprietary right).  In no event shall the Advertisement or the linked area state or imply that (i) the Advertisement was placed by CharlestonWV or (ii) that CharlestonWV endorses Advertiser’s products or services. To the extent CharlestonWV notifies Advertiser of reasonable complaints or concerns (e.g., from a CharlestonWV member) regarding the Advertiser Content or any other content or materials linked thereto or associated therewith (“Objectionable Content”), Advertiser will, to the extent such Objectionable Content is within Advertiser’s control,  use commercially reasonable efforts to respond in good faith to such complaints or concerns.  Unless expressly agreed upon, (i) CharlestonWV will have no obligation to provide any creative, design, technical or production services to Advertiser and (ii) the nature and extent of any such services which CharlestonWV may provide to Advertiser shall be as determined by CharlestonWV in its sole discretion.  Advertiser will ensure that the Advertiser Content is in conformance with terms.

2.  Payment; Cancellation.  The Advertiser agrees to pay CharlestonWV for all advertising displayed in accordance with the agreed upon amounts. Advertising packages are nonrefundable or proratable. CharlestonWV reserves the right to redesign or modify the organization, structure, “look and feel” and other elements of the CharlestonWV Service at its sole discretion at any time without prior notice. In the event such modifications will materially and adversely affect the placement of the Advertisement, CharlestonWV will work with Advertiser to display the Advertisement in a comparable location and manner that is reasonably satisfactory to Advertiser.  If CharlestonWV and Advertiser cannot reach agreement on a substitute placement, Advertiser shall have the right to cancel the Advertisement, upon thirty  (30) days advance written notice to CharlestonWV. In such case, Advertiser will only be responsible for the pro-rata portion of payments attributable to the period from the commencement of the Agreement through the effectiveness of such cancellation (the “Pro Rata Payments”).  CharlestonWV reserves the right to cancel and remove at any time any Advertisement for any reason upon thirty (30) days advance written notice to Advertiser (or upon such shorter notice as may be designated by CharlestonWV in the event that CharlestonWV believes in good faith that further display of the Advertisement will expose CharlestonWV to liability or other adverse consequences).  In the event of such a cancellation, Advertiser will only be responsible for the Pro-Rata Payment.  Advertiser may not resell, trade, exchange, barter or broker to any third-party any advertising space which is the subject of this Agreement.

3.  Usage Data.  CharlestonWV will provide Advertiser with usage information related to the Advertisement in substance and form determined by CharlestonWV, consistent with its then-standard reporting practices.  Advertiser may not distribute or disclose usage information to any third party without CharlestonWV’s prior written consent.

4.  Limitation of Liability; Disclaimer; Indemnification.
(A)  SUBJECT TO SECTION 4(C) BELOW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED FOR HEREIN.  CharlestonWV SHALL NOT IN ANY EVENT BE LIABLE TO ADVERTISER UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT TO BE PAID BY ADVERTISER DURING THE YEAR IN WHICH THE LIABILITY ACCRUES.
(B)  CharlestonWV MAKES NO AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CharlestonWV SERVICE OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CharlestonWV SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING (I) THE NUMBER OF PERSONS WHO WILL ACCESS THE ADVERTISER CONTENT OR “CLICK-THROUGH” THE ADVERTISEMENT,  (II) ANY BENEFIT ADVERTISER MIGHT OBTAIN FROM INCLUDING THE ADVERTISEMENT WITHIN THE CharlestonWV SERVICE AND (III) THE FUNCTIONALITY, PERFORMANCE OR OPERATION OF THE CharlestonWV SERVICE WITH RESPECT TO THE ADVERTISEMENT.
(C)  Advertiser hereby agrees to indemnify, defend and hold harmless CharlestonWV and the officers, directors, agents, affiliates, distributors, franchises and employees of CharlestonWV from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings: (a) for libel, defamation, 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 the Advertisement or Advertiser Content; (b) arising out of any material breach by Advertiser of any duty, representation or warranty under this Agreement; or (c) relating to any contaminated file, virus, worm or Trojan horse originating from the Advertisement or Advertiser Content.  CharlestonWV will notify Advertiser of any claim, action or demand (an “Action”) for which indemnity is claimed.  Advertiser’s counsel defending such Action shall be subject to CharlestonWV’s prior written approval.  CharlestonWV reserves the right to participate fully in and assume joint control of the defense of any Action.  Settlement of any Action shall be subject to CharlestonWV’s prior written approval. This section will survive the completion, expiration, termination or cancellation of this Agreement.

5.  Miscellaneous. The parties to this Agreement are independent contractors.  Neither party is an agent, representative or partner of the other party.  Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party.  The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance.  Except where otherwise specified herein, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.  Advertiser shall not (i) issue any press releases or public statements concerning the existence or terms of this Agreement or (ii) use, display or modify CharlestonWV’s trademarks in any manner absent CharlestonWV’s express prior written approval.  Either party may terminate this Agreement at any time with written notice to the other party in the event of a material breach of this Agreement by the other party, which remains uncured after thirty days written notice thereof; provided that CharlestonWV shall not be required to provide notice to Advertiser or any cure period in connection with Advertiser’s failure to make any payment to CharlestonWV required in the Terms.  In the event of nonpayment, CharlestonWV reserves the right to terminate the Agreement immediately without written notice to Advertiser.  This Agreement sets forth the entire agreement between Advertiser and CharlestonWV, and supersedes any and all prior agreements of CharlestonWV or Advertiser with respect to the transactions set forth herein. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the party subject to enforcement of such amendment.  Advertiser shall not assign this Agreement or any right, interest or benefit under this Agreement without the prior written consent of CharlestonWV. Assumption of the Agreement by any successor to Advertiser (including, without limitation, by way of merger or consolidation) shall be subject to CharlestonWV’s prior written approval.  Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. In the event that any provision of this Agreement is held invalid by a court with jurisdiction over the Parties to this Agreement, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.  This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of West Virginia, except for its conflicts of laws principles.  Advertiser hereby irrevocably consents to the exclusive jurisdiction of the courts of the State of West Virginia and the federal courts situated in the State of West Virginia in connection with any action arising under this Agreement.