LOCAL ADVERTISING TERMS AND CONDITIONS – 2008 NORTHWEST OHIO MARKET

A. SERVICE INITIATION

Your Advertising Agreement begins on the day we activate your advertising. You have received certain benefits from us in exchange for any Advertising Agreement greater than one month. If we terminate your advertising for nonpayment or other default before the end of the Advertising Agreement, or if you terminate your service for any reason other than (a) in accordance with the cancellation policy; or (b) pursuant to a change of terms, conditions, or rates as set forth in the Advertising Agreement, If you terminate this Agreement before expiration of your Advertising Agreement, you will continue to honor the FanClubCard until expiration of your term, even if FanClub Productions, LLC removes your advertising and static sticker from your location.

B. GENERAL PROGRAM PROVISIONS.

1. FanClub Productions, LLC does not grant any right of exclusivity to Participant in any Program(s). If FanClub Productions, LLC elects not to post Participant's Offer on the FanClub Productions, LLC website, FanClub Productions, LLC will refund the Promotion Fee, if any, previously paid by Participant to FanClub Productions, LLC.

2. Participant will accept reasonable variation in color, due to variances in materials and equipment between color proofs and the Programs, FanClub Productions, LLC will not be liable for any errors or misprints contained within Participant Content (as defined in Section B.1 below), as provided to FanClub Productions, LLC in final form. All negatives, proofs, web designs and original artwork developed or provided by FanClub Productions, LLC shall be FanClub Productions, LLC’s property.

C. INTELLECTUAL PROPERTY.

1. Participant and FanClub Productions, LLC acknowledge the validity of the other party’s intellectual property rights in its own names, trademarks, and copyrights. Participant and FanClub Productions, LLC each agree that it shall acquire no interest in any intellectual property of the other party. Participant represents and warrants that it has the right to and does license FanClub Productions, LLC to use its name logo, trademark, service mark, URL or other corporate identifiers and proprietary designations, photograph, and any other material supplied to FanClub Productions, LLC (“Participant Content”) in connection with the production of the FanClub Productions, LLC Program(s) and the Offer(s) and in related promotional or advertising materials.

D. FANCLUB PRODUCTIONS, LLC’S DUTIES AND OBLIGATIONS.

1. FanClub Productions, LLC will perform standard copywriting, typesetting and various other functions to prepare the Offer(s) for publication, unless provided by Participant or its agency. FanClub Productions, LLC will bear all expense in the promotion, sale and distribution of the Programs. FanClub Productions, LLC will, in its sole discretion, determine the placement and the format of the Offer(s) in the Programs.

E. PARTICIPANT DUTIES AND OBLIGATIONS.

1. Participant, its successors and assigns, agree to honor all Offers published by FanClub Productions, LLC prior to the expiration of the Term. Participant understands that the Offer(s) may be published at various times during the Term and the Offer(s) will be valid until the stated expiration date of the Offer(s).

2. Participant understands that failure to honor an Offer properly presented for redemption or honoring expired cards would cause irreparable harm to FanClub Productions, LLC. Participant therefore agrees that FanClub Productions, LLC shall have the right to seek injunctive relief, including specific performance of this Agreement, and FanClub Productions, LLC shall be entitled to receive reasonable attorneys’ fees in the event of Participant’s breach.

3. If, before the expiration date of the Offer(s), Participant sells it business or substantially all of its assets, Participant agrees that it will notify FanClub Productions, LLC, by certified mail, prior to the sale, and will require the purchaser to honor the Offer(s) and comply with the terms of this Agreement.

4. Participant agrees not to use or reproduce any names or trademarks owned or licensed by FanClub Productions, LLC (“FanClub Productions, LLC Marks”) in any sales or promotional materials without FanClub Productions, LLC’s express written authorization.

5. Participant warrants that it did not make the majority of its sales in the preceding year in connection with one or more “free,” “gift,” or “prize” or similarly described coupons.

6. Participant agrees to display the FanClubCard.com logo static sticker and/or promotional materials conspicuously at the establishment at all times.

F. TERM AND TERMINATION

This Agreement begins on the Effective Date and continues as long as any Offer remains in effect. 30 days written notice of termination must be sent in compliance with this Agreement (“Termination Notice”). The Termination of this Agreement will in no way affect Participant’s continuing obligation to honor all published Offers until their stated dates. AFTER YOUR ADVERTISING AGREEMENT TERMINATES, THIS AGREEMENT SHALL AUTOMATICALLY RENEW ON A YEAR-TO-YEAR BASIS UNTIL EITHER PARTY GIVES 30 DAYS NOTICE.

G. REPRESENTATIONS AND WARRANTIES.

Each party represents and warrants to the other party: 1) that is has full authority to enter into this Agreement; and 2) that it will comply with all applicable Federal, State and local laws and regulations in performing its duties and obligations under this Agreement.

H. DISCLAIMER OF WARRANTIES

FanClub Productions, LLC makes no warranties, express or implied with respect to its Programs or services, including, but not limited to, any warranties of merchantability or fitness for a particular purpose. FanClub Productions, LLC does not warrant that its Website(s) will operate error-free or without interruption or that it will provide security with respect to redemption of the Offer(s) or the information contained on the Websites.

I. INDEMNIFICATION.

Participant agrees to indemnify, defend and hold harmless FanClub Productions, LLC, its parent, subsidiaries, officers, employees, and agents against any liabilities, claims, damages or expenses, including reasonable attorney’s fees, resulting from any third party claim that is based upon an assertion that: (a)Participant Content infringes or violates any intellectual property rights of such third party or another entity; (b) arises out of Participant’s acts or omissions in connection with the offer(s); (c) arises out of or relates to the goods or services offered or sold by Participant in connection with the Offer(s); or (d) if true, would constitute a breach of Participant representations, warranties, obligations or duties under this Agreement.

J. LIMITATION OF LIABILITY.

FanClub Productions, LLC disclaims any alleged vicarious liability for bodily injury or property damage resulting from the acts or omission of the Participant. Participant’s sole remedy under this Agreement shall be adjustment in the fees paid by Participant, and will not exceed the fees received by FanClub Productions, LLC from Participant.

K. CONFIDENTIALITY.

Each party acknowledges that it may have access to certain information concerning the other party’s business, customers and products that are confidential and of substantial value to such party. Each party agrees that it will not use in any way, nor disclose to a third party, other than for the purpose of performing its obligations under this Agreement, any confidential information.

L. SURVIVAL.

Each party’s obligations under Sections B., D., E., F., G., H., I., J., and K. will survive termination of this Agreement and any other Section which would be reasonably construed to survive termination of this Agreement.

M. NOTICES.

Any notices to FanClub Productions, LLC shall be sent to the following address: Attn.: Merchant Sales, FanClub Productions, LLC, 8527 Central Ave., Sylvania OH 43560. Such notice shall be deemed delivered upon receipt when delivered by Certified U.S. mail, postage prepaid, by a nationally recognized overnight courier, or in person.

N. REFUND POLICY.

There are no refunds of the promotional fee for any reason, excepting FanClub Promotions, LLC's failure to perform duties delineated above.

O. OFFERS.

Participant will create some standard offer, incentive, discount or promotion to valid holders of the FanClubCard. This offer shall be exclusive to the FanClubCard and shall not be available in any other promotion offered by Participant. Participant agrees that the standard offer will be valid at all times during the term of this Agreement. Participant may add, increase or propose a supplemental offer at any time in addition to the standard offer and subject to the terms set forth on the Additional Advertising Fee Schedule.

P. FEES/PAYMENT TERMS.

Participant agrees to pay FanClub Productions, LLC a Promotional Fee in the amount of $75.00. This fee will include the following:

1) Presence for a one (1) year on the FanClubCard.com website.

2) One (1) standard web biography identifying Participant's establishment, offer, location, contact information and a link to Participant's individual website or homepage (provided by Participant).

3) Inclusion in one (1) Category Heading chosen by Participant.

Q. ADDITIONAL PLACEMENT.

Participant will have the opportunity throughout the term of the Agreement to purchase additional advertising space/placement on the FanClubCard.com website for an additional fee. A schedule of fees for additional space(s) is available on our website or by contacting customer service at 418.829.1000.

R. PAYMENT.

Participant agrees to pay the Promotional Fee to FanClub Productions, LLC at the time of execution of this Agreement. All other payments may be billed to Participant. Failure to remit payment(s) shall cause the account to be delinquent and subject to standard collection procedures and removal from the Website. Balances unpaid beyond the due date will bear interest at a compound rate of 3% per month. Participant is responsible for all applicable Federal, State and Local taxes except taxes levied based on FanClub Productions, LLC’s net income.

S. ENTIRE AGREEMENT.

This Agreement, including any attached Fee schedules or additional terms, constitutes the entire agreement between the Parties. This Agreement may only be amended in writing by the Parties. A fax copy of this signed agreement will be considered as an original.

T. INTERNET APPLICANTS

If you are applying via the internet, you must only click on the “I Agree to Terms of Use” button prior to submitting your application. FanClub Productions, LLC reserves the right to refuse any advertisement or business at its sole discretion.

The individual signing or agreeing via internet represents that he/she has or has obtained the authority to enter into Agreement and has the authority to bind the Participant to the Offers and Terms outlined herein.

Signed this __ day of _______________, 20__ by

Signed ________________________________________(Authorized representative of Participant)

Printed Name___________________________________

Title__________________________________________

Address_______________________________________

Phone_________________________________________

E-mail_________________________________________