This is an advertising agreement ("Agreement" or "Contract") between Phone Directories Company, L.P. (the "Publisher" or "PDC") and the individual or entity ("Advertiser") described in an attached PDC order form ("Order") with respect to all listings and advertising (the "Advertising") ordered by the Advertiser for placements in the directory or directories ("Directory") identified by the publication name(s) and/or issue date(s) on the Order.

A. GENERAL TERMS (Applicable to all Orders)

1. Acceptance of Order(s) and Term of Agreement. These General Terms are applicable to all Orders and constitute a binding contract between Advertiser and PDC upon execution by Advertiser and acceptance by Publisher. The Order shall be evidenced by its entry into its electronic computer files as a "Booked Order". Any term negotiated and applicable for a particular Order shall be in addition to these Terms and Conditions. In the event of a conflict between these General Terms and additional terms applicable to any specific Order, these Terms and Conditions shall control. For ease of reference, each item ordered by Advertiser may be referred to herein as an "Ad" and all items ordered by Advertiser may be collectively referred to herein as an "Ad" or "Advertisement." The term of each Order commences upon the placement of such Ad and continues until the expiration of the life of the last Directory specified in such Order. The life of a Directory issue varies but is normally twelve (12) months from the date of Publication; however PDC retains the right to extend or reduce the life of any directory issue by not more than six (6) months. Publisher reserves the right to transfer or reassign any contract at any time.
2. Cancellation. YOU, THE ADVERTISER, MAY CANCEL THIS ORDER BY PROVIDING WRITTEN NOTICE TO PUBLISHER'S CORPORATE OFFICE AT ANY TIME PRIOR TO MIDNIGHT OF THE SEVENTH DAY AFTER THE DATE THIS ORDER IS SIGNED. Publisher may cancel the Order at any time by written notice to Advertiser. In the event that Publisher cancels the Order for any reason, its sole liability and obligation related thereto shall be limited to the return of a pro rata portion of any payments made by Advertiser in connection with the Advertisement related to the Order for which the Advertisement has not been included in the Directory. Disconnection of your phone, discontinuing your business, or selling your business does not constitute cancellation of the Order.
3. Review and Approval of Advertising Copy. Publisher will provide to Advertiser one verification proof of each different display ad included in the Order. Advertiser shall have the right to request changes to such display ad proof in writing. If Advertiser fails to provide to Publisher the written requested changes within the time period set forth in such display ad proof, it shall be mutually understood and agreed that such display ad proof shall be deemed to be correct, and Advertiser shall be deemed to have approved such display ad proof. Publisher reserves the right to reject any advertising copy regarding the Order and any requested changes to the display ad proof provided by Publisher hereunder.
4. Classifications, Changes, Placement, Position of Ads and Conditions of Performance. Publisher reserves the right to change any classification headings that are shown on the face of the Order in order to maintain standardization of classifications that will best serve the purpose of the Directory. Copyright advertising furnished by Advertiser shall contain proper copyright notice and shall comply with PDC's requirements, including PDC's Policies referenced in Section 16. If Advertiser does not provide display ad copy, Publisher shall have the right to create copy for the Advertisement for use in the Directory. Publisher does not guarantee that an ad will appear (i) under any particular heading, topic or menu, or (ii) in any particular order or sequence, or (iii) in any particular position or location on a page or web page. Publisher does not guarantee exact reproduction. The firm name, address, and telephone number as shown on the face of the Order is the criteria for correctness of the Advertisement in the Directory. Advertiser is responsible to inform Publisher in writing of any change or correction in address, telephone number or any other aspect of advertising, including but not limited to; pricing and/or discounts, graphics, claims, ad content in the Advertisement no later than sixty days (60) prior to the Directory issue date. Publisher agrees to exercise reasonable care to see that delivery of the Directory is complete and accurate. However, Advertiser understands that Publisher makes no guarantee that 100% delivery to every household and business is achievable. The items of regular print advertising specified in the Order are for insertion in the next directory issue(s) published after the date of the Order.
5. Payment Terms. Unless otherwise agreed upon and specified in writing by Publisher, the payment terms for the Order are net cash with copy. Unless otherwise agreed in writing, Advertiser shall pay the amount(s) stated in the Order(s) for each Ad plus all state and local taxes attributable thereto. In addition to any other charges for the Advertisement, Advertiser agrees to pay to Publisher (i) a returned check fee in the amount of $30.00 for each check, draft, or credit card debit returned unpaid, (ii) interest on any amounts not paid when due at the rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower, until paid in full, (iii) a five dollar billing charge for each required invoice. Advertiser hereby authorizes PDC to perform such initial and periodic credit investigations on Advertiser, as PDC deems necessary or desirable in making a decision whether to extend credit to Advertiser from time to time. Extension of credit and approval for any payment program is contingent upon the results of the credit investigation being satisfactory to PDC, in its sole discretion. PDC may require advanced payment in full prior to publication of any or all Advertising. If Advertiser sells or discontinues business before or after publication of the Directory, no payment or amount due under the terms of this Agreement shall be waived thereby. The Advertiser guarantees payment of the amount due if AdvertiserŐs business is sold. Payments received by Publisher will be credited first to any accrued late charges and interest second to any amount past due. No acceptance by Publisher of any payment or instrument marked with any restrictive or other limited or conditioned endorsement shall be deemed a waiver of any rights Publisher may have. ACH Debits. This authorization is to remain in full force and effect until Publisher has received written notification from Advertiser of its termination in such time and in such manner as to afford Publisher a reasonable opportunity to act on it.
6. Non-Cash methods of Payment. Publisher, at its sole discretion, may elect to receive goods and services or other non-cash methods (referred to as "Trade" or "Contra") from the Advertiser in lieu of cash payments as a means for Publisher to receive compensation for its services. Advertiser understands that all amounts shown as Trade or Contra shall not carry an expiration date. Publisher reserves the right to convert into cash equivalent any trade balance unused by Publisher.
7. Delinquent Accounts. PDC shall be entitled to cancel any or all Advertising and terminate this Agreement if Advertiser is delinquent in any payments. If Advertiser defaults in paying any charge when due, Publisher may, at its option, declare all charges under the Order and any other agreements with Advertiser, to be immediately due and payable, along with reasonable attorney's fees, court, and service costs, and other reasonable charges incurred if it becomes necessary to exert these means to effect collection. Should an account become delinquent, discounts and special promotions will be considered voided and the full-published rates for all Ads contained in the Order shall replace those shown on the Order. Publisher, in its sole discretion, may require partial or total payment for advertising in advance of publication. Should Advertiser be in default, Publisher will have the right to charge the delinquent balance to the Advertiser's checking account or Visa or MasterCard account.
8. Advertising Content and Intellectual Property Rights. All works including, but not limited to, text, graphics, images, illustrations, artwork, maps, photographs, layouts, fonts, visual and audio recordings, web sites, software, codes, HTML, and other content in whatever form or media designed, developed, created or procured for the Advertising will be the sole and exclusive property of PDC, except for (i) Advertiser's listing information (i.e. name, address and telephone number), trademarks, service marks and other specific content submitted by Advertiser ("Advertiser's Content"), which must include the appropriate copyright, trademark and service mark notices affixed thereto and (ii) content Advertiser licenses from a third party content provider for use in the Advertising, including but not limited to photographs, the use of which will be subject to all restrictions and obligations imposed by the third party content provider. Advertiser agrees that it will produce and deliver any and all Advertiser Content in accordance with the specifications and schedules established by PDC from time to time. Advertiser acknowledges and agrees that its failure to comply with such specifications and schedules may cause the public distribution; display and/or performance of its Advertising (collectively the "Publication") to be delayed or refused and PDC will have no liability for such delay or refusal. Advertiser assumes sole responsibility for the protection of its trade names, trademarks, trade secrets, service marks, copyrights, patents and other intellectual property rights in all of Advertiser's Content appearing in its Advertising. Advertiser agrees that PDC will have the continuing right to review, select from or among, revise and reject Advertiser's Content, in PDC's sole discretion for any reason, including but not limited to unsatisfactory technical quality, inconsistency with PDC Policies, and non-compliance with the terms of this Agreement. In the event that PDC must revise Advertiser's Content to comply with the provisions stated herein by more than twenty percent (20%), PDC shall own the Advertiser's Content, except for Advertiser's trademark, trade name and telephone number. Notwithstanding such discretion, PDC will have no liability whatsoever to any third party for any Advertising containing such Advertiser's Content and Advertiser shall be solely and exclusively liable therefore. PDC does not guarantee the production quality of Advertiser's Content or that it will provide Advertiser with an opportunity to review any particular Ad prior to its Publication other than as stated in section 3. Further, PDC makes no representation, warranty or guarantee, express or implied, to Advertiser concerning the success or results of any Ad. Advertiser hereby grants to PDC a perpetual, royalty-free, non-exclusive right and license to use, copy, record, modify, display, publish, perform and distribute the Advertiser's Content, in connection with the Advertising (or any derivative thereof), in any form or media now known or hereafter developed in any compilation, order, or format and any revisions thereto, and in any and all languages.
9. Advertiser Warranties and Representations. Advertiser warrants and represents to PDC that: (i) Advertiser owns or has all necessary authorizations and licenses to grant the license to Advertiser's Content including but not limited to trademark, logo, copyright, trade name, photograph, illustration and any other information provided for the advertisement described herein to PDC for all purposes. (ii) the Publication of the Advertising and PDC's exercise of any rights granted under this Agreement will not in any way constitute an infringement or other violation of any copyright, trademark, or other proprietary or intellectual property right of any third party; (iii) PDC will not be required to obtain permission from, or make any payments to, anyone in connection with the exercise of any of the rights granted under this Agreement; (iv) Advertiser is authorized to advertise all businesses, services, and products described in the Advertising; (v) Advertiser is in full compliance with all laws, rules and regulations applicable to the business, products and services described in the Advertising (including but not limited to permit and licensing requirements); (vi) AdvertiserŐs Content will not contain any obscene or defamatory matter or violate any right of privacy or publicity; (vii) any price or discount described in an Ad shall be accurate and shall remain in effect until the end of the service life of the directory in which it is stated. Advertiser acknowledges and agrees that no changes will be made to Advertiser's Content, except as provided in Section 4, and Advertiser shall continue to honor the advertised prices and/or discounts stated in such Ad Content.
10. Online Services. Services may be terminated at Publisher's discretion. Publisher reserves the right to discontinue service upon nonpayment. Such cessation does not release Advertiser from the obligation of rendering payment for the full order amount. In case of technical difficulties or temporary interruption of service, the terms of the order will remain unaffected.
11. Due Authorization. The signer has all necessary power, authority and capacity to enter into this Agreement for and on behalf of the Advertiser and to perform its obligations herein.
12. Indemnification by Advertiser. Advertiser agrees to indemnify, defend, and hold Publisher harmless from and against any and all liabilities, damages, awards, settlements, losses, claims, costs, and expenses, including reasonable attorney fees and costs of investigation due to (i) any claim by a third party relating to the Advertisement including infringement of any third party's intellectual property rights or unauthorized use of any material, name, image or likeness, (ii) claims for false, deceptive, illegal, or misleading advertising and claims related to Advertiser's product warranties or performance, (iii) any other actions of Advertiser which give rise to any other liability at law or in equity, (iv) any liability related to the content, graphical norms or physical appearance of the Advertisement, (v) any breach of Advertiser's warranties, representations or covenants in the Order, and (vi) Advertiser's products, services, acts, omissions, failures, or refusals to perform, negligence, or willful misconduct.
13. Publisher Trademarks. Advertiser is not authorized to use Publisher's name or any of its trademarks without the prior written consent of Publisher. Neither party will make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding the other party or its services.
14. Publisher Trademarks. Advertiser is not authorized to use Publisher's name or any of its trademarks without the prior written consent of Publisher. Neither party will make any statement (whether oral or in writing) in any press release, external advertising, marketing, or promotion materials regarding the other party or its services.
15. Additional Purchases of Advertisement. The terms and conditions contained herein govern all advertising sold by Publisher. Advertiser may purchase additional print and/or electronic advertisements by the issuance and acceptance of one or more additional orders, and each such additional advertisement shall be governed by the Order as if these terms and conditions were recited at length in such additional orders.
16. Errors. Subject to the limitations set forth herein, if an error in or omission of the Advertisement occurs as a result of the negligence of Publisher, then only the following adjustment for such item shall be considered, which adjustment, if any, shall be in the sole discretion of Publisher:

Wrong main number	100%
Wrong alternate call number	15%
Wrong address	Up to 25%
Incorrect spelling of a business name	Up to 25%
Incorrect spelling of a word	None
No Proof of advertising received	None
Color	None

1. Adjustments will not be allowed on no charge Advertisements. Advertiser shall notify Publisher within three (3) months after publication of any claim for credit Advertiser is asserting under this Section. Adjustments will not be allowed after such three-month (3) period.
2. Publisher shall not be liable for errors or omissions in the Advertisement that are the result of any error or omission in the advertising content provided to Publisher by Advertiser.
17. POLICIES. AS A PUBLISHER, PDC RESERVES THE RIGHT TO ESTABLISH AND REVISE ITS STANDARDS, POLICIES, PRACTICES, SPECIFICATIONS AND TECHNICAL REQUIREMENTS AND SCHEDULES WITH RESPECT TO ANY AND ALL OF ITS DIRECTORIES, ADVERTISING PRODUCTS AND SERVICES, INCLUDING BUT NOT LIMITED TO NAMES, HEADINGS, LISTINGS, NAVIGATION AND OPERATIONAL SYSTEMS, INDICES, MAPS, DIRECTIONS, LINKS, SCOPE, SIZE, DISTRIBUTION, LIFECYCLE, AND PRICING (COLLECTIVELY REFERRED TO HEREIN AS "PDC POLICIES"). ALL ADVERTISING SHALL COMPLY WITH PDC POLICIES AS DETERMINED IN PDC'S JUDGMENT; AND A CHANGE IN PDC POLICIES SHALL NOT ENTITLE ADVERTISER TO A REDUCTION IN PRICE.
18. LIMITATION OF LIABILITY. PDC DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ADVERTISER ACKNOWLEDGES THAT: (A) THIS IS A COMMERCIAL TRANSACTION; (B) ALTERNATIVE AND COMPETING ADVERTISING MEDIA ARE AVAILABLE; AND (C) OCCASIONAL DISPUTES RELATED TO THE ADVERTISING OR TO THE PUBLICATION OR DISTRIBUTION THEREOF MAY ARISE AND ANY POTENTIAL HARM THEREFROM IS SPECULATIVE. THEREFORE, IN NO EVENT SHALL PDC BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR GOODWILL) WHETHER IN CONTRACT, TORT OR OTHERWISE; AND ADVERTISER HEREBY KNOWINGLY AND EXPRESSLY WAIVES THE SAME. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. PDC'S LIABILITY IN THE CASE OF ANY ADVERTISING OR OTHER DISPUTE OF WHATEVER NATURE SHALL NOT EXCEED THE AMOUNT ADVERTISER PAID FOR THE ADVERTISING AT ISSUE. IF, FOR ANY REASON, PDC ELECTS NOT TO PUBLISH OR FAILS TO PUBLISH ANY ADVERTISING, PDC'S LIABILITY AND ADVERTISER'S REMEDY SHALL BE LIMITED TO A REFUND OF ANY PAYMENT(S) ACTUALLY MADE TO PDC BY ADVERTISER FOR SUCH ADVERTISING. IN THE EVENT THAT THE DISPUTE IS BASED ON AN ERROR, OMISSION OR MALFUNCTION IN AN AD, THEN ADVERTISER'S REMEDY SHALL BE LIMITED TO A) THE PERCENTAGES SHOWN IN ITEM 15 OR IF SITUATION DOES NOT FALL WITHIN THESE DESCRIPTIONS, B) A PRO-RATA REDUCTION OR REFUND OF THE CHARGES FOR THE AD IN THE SAME PROPORTION THAT THE ERROR, OMISSION OR MALFUNCTION REDUCES, IF AT ALL, THE VALUE OF THE AD TO THE ADVERTISER. THE REMEDIES SET FORTH IN THIS PARAGRAPH SHALL BE ADVERTISER'S SOLE AND EXCLUSIVE REMEDIES.
19. No Guarantee of Success. Advertiser acknowledges that Publisher makes no representation, warranty or guarantee, expressed or implied, with regard to the success, derived benefits, or responses that Advertiser may have associated with the publication of the Advertisement.
20. Remedies. No remedy made available under this Agreement is intended to be exclusive of any other remedy. Each and every remedy shall be cumulative and in addition to every other remedy under this Agreement or existing at law or in equity.
21. Attorney's Fees. Advertiser shall pay to Publisher all of Publisher's reasonable attorney's fees, costs, and expenses (together with reasonable appellate counsel's fees and costs, if any) incurred by Publisher in any action against Advertiser to enforce or interpret any term hereof, to rescind this Contract, to prosecute any breach by Advertiser of any of the terms hereof, to recover any payment obligations of Advertiser hereunder, or to defend any claims by any third party relating to the Advertisement, including claims for infringement of copyright, trademark, or trade name, or for tortuous interference.
22. Governing Law, Jurisdiction. Publisher and Advertiser agree that the laws of the State of Utah shall govern this Contract and any dispute hereunder, without giving effect to any conflict of laws provisions. Any action or proceeding brought by either party under this Agreement shall be brought in a state or federal court having jurisdiction for Utah County, State of Utah.
23. Headings. The headings in this Contract are provided for convenience of reference only and are not to be considered in construing this Contract.
24. Force Majure. Advertiser acknowledges and agrees that Publisher will not be in breach of its obligations under this Contract in the event that, for cause or causes beyond its control, Publisher is unable to perform, in whole or part, any one or more of its obligations under this Contract. Such causes shall include, but not be limited to, labor disputes, governmental regulations or controls, fire or other casualty, inability to obtain materials or services, technical failure, acts of God, insurrection, acts of terrorism, or any other cause not within the reasonable control of the Publisher.
25. Entire Agreement. Advertiser's Order(s), together with the General Terms, any terms related to a specific Order(s) and any terms delivered to Advertiser with any proofs, templates, products or services, constitute the entire Agreement between the parties and supercedes all prior agreements, whether express or implied, or whether written or oral, between the parties with respect to the subject matter hereof. Neither party shall be bound by any oral agreements or special arrangements contrary to or in addition to the terms and conditions as stated herein, or handwritten hereon, nor does any agent or employee of Publisher have the authority to vary any of the terms of this Agreement, except by written agreement signed by authorized agents of the parties.
26. Modifications to the Agreement. This Agreement may not be amended, modified, or supplemented, nor may a party hereunder waive any obligations, except by written instrument signed by authorized agents of both parties.
27. Miscellaneous. A WHITE PAGES REGULAR PRINT ALPHABETICAL LISTING OF NAME, ADDRESS, AND TELEPHONE NUMBER IS NOT ADVERTISING. ADVERTISER IS RESPONSIBLE FOR MAKING SEPARATE ARRANGEMENTS FOR SUCH ALPHABETICAL LISTING THROUGH ITS OWN LOCAL TELEPHONE SERVICE PROVIDER. However, any such listings placed in a PDC directory, whether print or Internet, and whether paid for or provided free of charge, shall be subject to these General Terms. If any part of this Agreement shall for any reason be declared invalid, such decision shall not affect the validity of any remaining portion, which shall remain in full force and effect. Facsimile signatures, electronic signatures and voice-recorded acceptance shall have the same legal effect as original signatures.
28. Survival. The provisions in Sections 13, 14, 18-22, 25-27 shall survive any expiration or termination of any Order relating thereto and shall survive the termination of this Agreement.