Nashville Baby Guide 
Advertising Agreement

Parties: Nashville Baby Guide (“NBG”) and Business (“you” or “Advertiser”).

Services/Package: NBG shall publish certain advertising content on its website, NashvilleBabyGuide.com (the “Website”), in accordance with the items included in the following package:

Pink Membership

(the “Package” and, all together, the “Services”). Details of that Package, along with the deliverables included in the Package (each, a “Deliverable”) are reflected below:

-2 Blog Posts Per Year

-Plus 1 Business Spotlight Blog Post

-2 Social Media Posts Per Year

-Full Business Listing Plus 10 Gallery Images

-Small Tier 2 Banner Ad at 50% Visibility

-Access to the NBG Business Family Facebook Group

-Master Class Access with Resource Library

-Add Events

-Add a Deal

Effective Date: The Effective Date of this Agreement will be the date that this Agreement is fully signed by both Advertiser and NBG. Advertiser’s advertising will start on or around the Effective Date and continue as described in this Agreement throughout the Agreement Term.

Price:

$50/month, beginning on the Effective Date and monthly thereafter, charged automatically during the Initial Term.

OR

One payment of $600, due upon receipt of NBG’s invoice.


Initial Term: Begins today through 1 year. This Agreement will automatically renew for subsequent one-month terms after expiration of the Initial Term (such subsequent terms, together with the Initial Term, referred to as the “Agreement Term”) until NBG receives a notice of cancellation or change in package from you, in writing, thirty (30) days in advance of the next billing date.

Additional Terms and Conditions

1. Price: Advertiser shall pay the Price to NBG as detailed above. All payments are non-refundable. If payment for any month during the Agreement Term is overdue by ten (10) or more days and/or your payment is declined and you have not provided NBG with an alternative form of payment with ten (10) days of the date payment was due, your identity and all associated Advertiser Branding Content (as that term is defined below) will be immediately removed from the Website. NBG has the right to charge your membership monthly until you notify NBG of cancellation. If any invoice is not paid in accordance with its terms, NBG, in its sole and exclusive discretion, shall have the right to add thereto and made an integral part thereof a late charge at the rate of 1.5% per month of the unpaid balance for each month or fraction of a month that the balance remains unpaid, plus all costs incurred in collection, together with any related attorneys’ fees and costs.

2. Promotional and Advertiser Content; License: You must submit all promotional information and/or content required by your Package and necessary for the performance of the Services (e.g., blog posts, NBG questionnaire responses, banner graphics, directory listing information, gallery images) (“Promo Content”), and any related approvals, confirmations, and/or communications, in a timely and efficient manner no less than forty-eight (48) hours before your requested publish date. Publish dates cannot be guaranteed but NBG will make reasonable efforts to publish your Promo Content as close to your preferred date as possible. If you do not submit the Promo Content needed for NBG’s publication of any Deliverable by the end of the Agreement Term, that Deliverable is forfeited and will not be published except as in NBG’s sole and exclusive discretion. You hereby grant NBG a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to reproduce, publish, display and distribute all materials provided by you in connection with the Services including, but not limited to, Promo Content, logos, trademarks, photos, coupons, text, graphic designs, interview content and/or questionnaire responses, and/or any of the same incorporating your name, image, biographical material and/or likeness, and any other creative works and/or content (the “Advertiser Content”) in connection with the Services and/or the marketing or promotion of the Website or NBG, in any and all media now known or hereafter developed, including the right to crop, resize, and otherwise modify the Advertiser Content. Advertiser is solely responsible for payment of all royalties, license, or reuse or other fees required for Advertiser to create any advertisement based upon or incorporating the Advertiser Content. You also grant NBG the unrestricted, royalty-free, non-exclusive, non-sublicensable right to publish and/or “share” or “re-post” (as those terms are commonly used in social media) any content you share to any social media platform with the hashtag “NBGvendor” or “nbgvendor.”

3. Revisions to Content. NBG and Advertiser representatives will work together to finalize creative material prior to publishing. NBG reserves the right to reject any Advertiser Content (regardless of whether such content was previously accepted) that a) does not represent the interest of the audience or quality of the Website; b) does not comply with NBG’s requirements or aesthetic; c) is defamatory, libelous, slanderous, or otherwise unlawful; or d) is false or misleading; and NBG has the sole and exclusive right and discretion to make the final determination in accepting, rejecting, or revising any content submitted by Advertiser. You may request changes to or substitution of your Advertiser Content no more than once per quarter, and changes will be made within 72 hours of receipt of all required material. For content created by NBG prior to publication, you may make up to three (3) requests for revision, after which an hourly rate of fifty dollars ($50) will apply.

4. Advertiser Warranties and Representations: Advertiser warrants and represents that:

1. Advertiser has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement;
2. The execution of this Agreement by its representative whose signature is set forth at the end of this Agreement, and the delivery of this Agreement by Advertiser, has been duly authorized by all necessary corporate action of the Advertiser;
3. At the time of the publication and/or other dissemination of any Advertiser Content, any statement, claim, or representation made in any Advertiser Content (i) will be supported by competent and reliable prior substantiation in accordance with all applicable laws, including the laws of the Federal Trade Commission and (ii) shall comply with all other applicable laws regarding deceptive trade practices, fair competition, and consumer protection including, but not limited to, the Lanham Act;
4. Nothing in any Advertiser Content will (i) violate any criminal law, (ii) advocate any illegal activity or (iii) be defamatory, libelous, slanderous, or otherwise unlawful;
5. Advertiser has and will retain all rights, licenses, attribution information and clearances necessary to lawfully use, and authorize NBG to use, the contents and subject matter contained in any Advertiser Content including: (i) any intellectual property therein; (ii) any testimonials or endorsements contained in any Advertiser Content; (iii) any name, photograph, likeness, or identity of individuals, either living or dead, famous, or not famous; and (iv) any other rights, licenses, permissions clearance, or approvals which may be necessary;
6. The individual signing on behalf of Advertiser at the end of this Agreement personally guarantees payment of all amounts due by that business entity to NBG; and
7. Advertiser has read this Agreement and has been advised of Advertiser’s right to retain independent legal counsel in connection with the negotiation and execution of this Agreement, and Advertiser has either retained and has been represented by such legal counsel, or has knowingly and voluntarily waived Advertiser’s right to such legal counsel.

5. NBG Warranties and Representations; Covenants.

NBG warrants and represents that it is a legal entity duly organized, validly existing, and in good standing in the jurisdiction of its formation and that it has the full right, power, and authority to enter into this Agreement and perform it obligations under this Agreement. NBG further covenants that shall not, and shall not grant any third party the right to:

1. Republish or otherwise reuse, edit, modify, or create any derivative works of any Advertiser Content in any media now in existence or hereafter developed, whether or not combined with its own materials or material of others, except as permitted by this Agreement; or
2. Alter or delete any Advertiser trademark or trademark notice included in any Advertiser Content without Advertiser’s prior consent.

6. Indemnification: Advertiser shall personally indemnify, defend and hold harmless NBG, its agents, directors, members and assigns for all liabilities and expenses of any kind (including attorneys’ fees and costs) incurred in connection with NBG’s use of any Advertiser Content.

7. NO OTHER REPRESENTATIONS OR WARRANTIES; NBG Disclaimer; LIMITATION OF LIABILITY: EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED ABOVE, NBG HAS NOT MADE NOR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
NBG does not guarantee any business, increase in revenue, increase in prospective clients, or specific increase in web traffic from advertising efforts with NBG and will not make claims that it knows or has reason to know are false in order to promote your business. IN NO EVENT SHALL NBG OR ANY OF ITS PARENTS, SUBSIDIARIES, MEMBERS, OFFICERS, AFFILIATES, OR REPRESENTATIVES BE LIABLE TO ADVERTISER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMMENTS OR ACTIONS BY THIRD PARTIES – WHETHER ON SOCIAL MEDIA POSTS OR OTHER PUBLISHED CONTENT, OR IN-PERSON – WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF NBG OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8. Miscellaneous: This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter covered in this Agreement. No amendment to this Agreement is effective unless it is in writing and signed by NBG. Advertiser must have a valid business operations license, if required by applicable law in Advertiser’s jurisdiction. The waiver by NBG of a breach, default, delay, or omission of any provision of this Agreement by the Advertiser will not be deemed a waiver of any subsequent breach, default, delay, or omission or the same or any other provision of this Agreement. NBG may assign this Agreement and/or any of its rights or obligations hereunder in NBG’s discretion. Advertiser may not assign, transfer, or sublicense this Agreement (or any right or obligation of Advertiser in this Agreement) without the prior written consent of NBG; provided, however, that Advertiser may assign this Agreement to a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of Advertiser’s assets. Any assignment by Advertiser in violation of this clause will be deemed null and void. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any provision of this Agreement. If any portion of this Agreement is held void, invalid, or unenforceable, it shall not affect the validity of the balance of this Agreement unless essential to the intended purpose of this Agreement.

9. Quality Assurance; Termination. By entering into this Agreement with NBG, you agree to (i) provide NBG with accurate, complete information about yourself and/or your business and to update this information as needed, for accuracy (ii) abide by all of the terms and conditions of this Agreement and (iii) provide a timely and professional response to any potential client’s requests or communications received as a result of your advertisement with NBG. NBG has no obligation to, nor shall it respond to, remove, police, or monitor third-party comments to content published by NBG. You must provide outstanding quality and service, and the highest degree of integrity, to all clients and prospective clients during the Agreement Term. If three (3) or more letters of complaint are received by NBG from verified clients of yours, NBG reserves to right to immediately terminate this Agreement and the Services herein,
and NBG shall incur no liability, including, but not limited to, special damages, actual damages, or consequential damages, in connection with the termination of this Agreement and/or removal of any Advertiser Content. In the event of termination as described in this paragraph, your payment(s) will not be refunded. You will have the opportunity to review and respond to each letter received. If the matter is resolved, as documented by a letter of resolution from the affected party, the complaint will not count against you.

10. Venue; Jurisdiction; Choice of Law. This Agreement will be governed and interpreted by the laws of the State of Tennessee applicable to contracts entered into and wholly performed within that state, regardless of conflicts of law principles. The state and federal courts of Nashville, Tennessee will be the exclusive forum and venue to resolve disputes arising out of or relating to this Agreement.

11. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together is deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.