HONEYCHILDLISTEN (HCL) Community Business Network

Free Advertising Program

Terms of Participation

By participating in the HoneyChildListen (“HCL”) Community Business Network Free Advertising Program (“Program”), you agree to be bound by these Terms of Participation and the decisions of Honey Child (“The Company”) and its agents, which are final and binding on all matters, including, but not limited to, with respect to whether your small business is eligible to participate.

ELIGIBILITY: The Program is only available to small businesses located in the Washington Metro Area and has $1 million in annual revenue or less. By participating in this Program, you represent and warrant that (i) your small business complies with the requirements set forth herein and (ii) you are the owner of the small business and have the right to participate in this Program on behalf of your small business and to grant the rights herein. Program is subject to all applicable federal, state and local laws.

PROGRAM PERIOD: Program is offered on a first come, first serve basis, while supplies of the dedicated advertising inventory lasts. Program will end at 11:59 p.m. EST on July 20, 2013 or whenever supplies of dedicated inventory have been exhausted, whichever is sooner (“Program Period”).

ENROLLMENT: To enroll in the Program you must complete the registration information and advertisement submission form (“Ad Form”). Ad Forms are subject to review by (i) HoneyChildListen and/or its agents and will be rejected if they do not comply with these Terms of Participation, as HoneyChildListen determine in their sole discretion. HoneyChildListen will run the Ad for free for one year and in exchange for the free Ad the business agrees to offer a special discount for products and/or services to HCL members. Note: Limit one (1) Ad Form per person/small business. Multiple Ad Forms received from the same person/small business will be void. For purposes of this limitation, multiple locations of a business will together constitute one small business. During the Program Period (i) "HCL" and/or its agents has the right to reject and/or cancel any advertisement at anytime you do not comply with these Terms of Participation.

AD STRUCTURE: This Program will be provided as a predetermined template. Customization of content of the HoneyChildListen Ad is available for a fee and is a separate agreement. This Program consist of the business name and address, link to the business website, email address, business hours of operation, phone and fax numbers.

AD CONTENT: Your Ad must be truthful and any claims made therein must be adequately substantiated. Neither the small business nor the content of the "HCL" Ad or the website linked to the "HCL" Ad can promote any of the following: pharmaceuticals, drugs, politics, pornography or sexual aids, diet aids, gambling, liquor, tobacco, firearms/weapons, or any sensitive topic with respect to current events. In addition, "HCL" Ad cannot contain content that: (i) is sexually explicit or suggestive; unnecessarily violent or derogatory of any ethnic, racial, gender, religious, professional or age group; profane or pornographic; (ii) is obscene or offensive; endorses any form of hate or hate group; (iii) defames, misrepresents or contains disparaging remarks about products or services of other people or companies; (iv) defames or invades the publicity rights or privacy of any person, living or deceased, or otherwise infringe upon any person’s personal or property rights or any other third party rights; (v) communicates messages or images inconsistent with the positive images and/or good will with which "HCL" wish to associate; and/or (vi) violates any law. "HCL" reserves the right to reject any small business that "HCL" determines, in its sole and absolute discretion, does not meet "HCL"’s criteria or is otherwise objectionable. "HCL" also reserves the right to make non-substantive edits to your Ad as to correct misspellings and grammatical mistakes, write out abbreviations, to fit "HCL" Ad character count, etc. Notwithstanding its review and/or editing, of any Ad submitted in this Program, "HCL" is not responsible for the content of any Ad. By participating in this Program, you understand and acknowledge that you are solely responsible and agree to accept all liability associated with the content of any Ad submitted by you.

NAME AND TRADEMARK LICENSE: By participating in the Program, you are providing a license for the use of the name of your small business, and your website and/or Ad and in any advertising and promotion of the Program by "HCL".

GENERAL CONDITIONS: By participating, you agree to release, discharge and hold harmless "HCL", and their respective parents, affiliates, subsidiaries, and advertising and promotion agencies, and the respective officers, directors, shareholders, employees, agents and representatives of the forgoing (collectively, “Released Parties”) from any and all injuries, liability, losses and damages of any kind to persons, including death, or property resulting, in whole or in part, directly or indirectly, from entrant’s participation in the Program. Released Parties are not responsible for lost, late, incomplete, damaged, inaccurate, stolen, delayed, misdirected, undelivered, or garbled Ad Forms; or for lost, interrupted or unavailable network, server, Internet Service Provider (ISP), website, or other connections, availability or accessibility or miscommunications or failed computer, satellite, telephone or cable transmissions, lines, or technical failure or jumbled, scrambled, delayed, or misdirected transmissions or computer hardware or software malfunctions, failures or difficulties, or other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with the Program, including, without limitation, errors or difficulties which may occur in connection with the administration of the Program, the processing or reviewing of Ad Forms or in any Program-related materials. Released Parties are not responsible for injury or damage to any person's computer related to or resulting from participating in this Program or downloading materials from or use of the website. Persons who tamper with or abuse any aspect of the Program, who act in an unsportsmanlike or disruptive manner or who are in violation of these Terms of Participation, as solely determined by "HCL" or its agents, will be disqualified. This Program may be cancelled at any time. CAUTION: ANY ATTEMPT TO DELIBERATELY DAMAGE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROGRAM MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, "HCL" RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES (INCLUDING ATTORNEYS’ FEES) FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW, INCLUDING CRIMINAL PROSECUTION.

"HCL" IS PROVIDING THE PROGRAM "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. "HCL" IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE THE RELEASED PARTIES FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. YOU WAIVE ANY CODE WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS STATEMENT OR THE PROGRAM, EVEN IF THEY, OR ANY OF THEM, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE RELEASED PARTIES’ AGGREGATE LIABILITY ARISING OUT OF THIS STATEMENT OR THE PROGRAM WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100). APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, THE RELEASED PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

DISPUTES: You hereby agree that any and all disputes, claims, causes of action, or controversies (“Claims”) arising out of or in connection with this Program or these Terms of Participation shall be resolved, upon the election by you or "HCL", by arbitration pursuant to this provision and the code of procedures of either the Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or the American Arbitration Association (“AAA”), as selected by the entrant. In addition to JAMS or AAA, Claims may be referred to any other arbitration organization that is mutually agreed upon in writing by you and "HCL", or to an arbitration organization or arbitrator(s) appointed pursuant to Section 5 of the Federal Arbitration Act, 9 U.S.C. Sections 1-16, provided that any such arbitration organization and arbitrator(s) will enforce the terms of the restrictions on arbitration provision set forth below. IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER PARTY WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM. FURTHER, NEITHER YOU NOR "HCL" WILL HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR OTHER PERSONS SIMILARLY SITUATED, OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. EXCEPT AS SET FORTH BELOW, THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT ENTRANT WOULD HAVE IF ENTRANT WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION. The arbitrator’s authority to resolve Claims is limited to Claims between "HCL" and you alone, and the arbitrator’s authority to make awards is limited to awards to "HCL" and you alone. Furthermore, claims brought by either party against the other may not be joined or consolidated in arbitration with Claims brought by or against any third party, unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision in these Terms of Participation and without waiving either party’s right to appeal such decision, should any portion of this provision be deemed invalid or unenforceable, then the entire provision (other than this sentence) shall not apply.

PERSONAL INFORMATION: By providing your e-mail address, you agree to receive follow-up communications regarding HoneyChildListen Community Business Network.

Community Business Network: As a part of HCL Community Business Network you agree to provide to HCL members a discount of _______% or $_________ off any product or services rendered. At anytime you decide not to participate or violate the terms of participation in the Program, your page will be removed from the HCL website.