Internet marketing is a collaboration of all Internet related marketing activities. It includes everything right from search engine marketing and optimization, to affiliate marketing and banner advertising, email newsletter marketing etc., website analysis, performance tracking and customer relations are all considered to be parts of the umbrella head Internet marketing. Online marketing is much more than just promoting a website.
Internet Marketing Agreement This Internet Marketing Agreement (the Agreement) is made and entered into this (date), hereinafter called the Effective Date, by and between (Name of Marketing Services Company), hereinafter called Marketing Services, a corporation organized and existing under the laws of the state of (name of state), with its principal office located at (street address, city, state, zip code), and (Name of Seller Corporation), a corporation organized and existing under the laws of the state of (name of state), with its principal office located at (street address, city, state, zip code), referred to herein as Seller Corporation; Whereas, among other things, Seller Corporation is in the business of selling (type of products) direct to consumer through various direct marketing methods and media channels; and Whereas, Marketing Services is a consumer e-direct marketing services company specializing in producing prospects, leads, subscribers, trials and revenue transactions for online and offline advertisers; and Whereas, the Parties desire to enter into a binding marketing venture whereby Marketing Services will create advertising materials, micro-site landing/offer page websites, distribute the advertising and marketing campaigns on websites across the Internet, and sending out E-mail designed to generate consumer leads, new subscribers, members, customers and sales for Seller Corporation; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the Parties agree as follows: I. Micro-Site Landing Offer Page Websites A. Marketing Services agrees to continue to create and host the micro-site websites on its servers at its own expense and warrants that each Seller Corporation micro-site website will remain operable _____% of the time. From time to time Marketing Services shall alert Seller Corporation of the need to perform maintenance on the micro-site website server of Seller Corporation, which could result in the Seller Corporation’s micro-website being down for short periods of time. Marketing Services will make every effort to make the period of time that the micro-site website of Seller Corporation is down as short as possible and done at times of the day to minimize the impact of the micro-site being down. B. The micro-site landing page websites include the following advertising programs: (name and address of each), hereinafter called the advertising programs. Marketing Services has created for each of these advertising programs: web banners, HTML and text E-mails, and co-registration copy to market these programs on-line. If a Seller Corporation micro site should become inoperable at any time Marketing Services will perform whatever actions are necessary to make the micro site operable within a period of 48 hours, except for reasons related to Acts of God, at no cost to Seller Corporation. C. Marketing Services agrees to maintain, and make revisions and enhancements to the advertising programs of Seller Corporation websites at its own expense. Marketing Services must obtain prior written approval from Seller Corporation before any revisions or enhancements to any portion of any landing page website, or any advertising programs, including web banners, HTML, text e- mails, and co-registration copy, before being presented to the public. D. From time to time, Marketing Services and Seller Corporation may agree to develop additional advertising programs, including micro-sites, websites and advertising creative for the products of the Seller Corporation. If such additional advertising programs, including micro-sites, and websites are developed, the fee that Seller Corporation pays to Marketing Services to create, promote and operate each of these will be negotiated separately and apart from this Agreement. E. Seller Corporation will provide Marketing Services with existing creative assets, including photos, artwork, etc. (the Creative) that Marketing Services may choose from to use to develop the creative for the Seller Corporation advertising programs. Seller Corporation represents and warrants that: 1. Seller Corporation owns and/or has the right and authority to permit the use, reproduction, distribution, and transmission of the Creative by Marketing Services; 2. The Creative is factually accurate and does not contain any fraudulent or deceptive materials; 3. The use, reproduction, distribution, or transmission of the Creative will not violate any foreign or domestic, federal, state or local law or regulation, or any rights of any third party, including but not limited to, any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, or constitute false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or any other right of any person or entity. F. During the term of the Agreement, Marketing Services agrees not to accept a similar advertising program from another company that sells (describe products). Seller Corporation agrees to use Marketing Services as its exclusive vendor for the following marketing opportunities: 1. To purchase marketing space (e.g. banner ads) for Seller Corporation websites across the Internet; 2. To e-mail Seller Corporation advertising for advertising programs of Seller Corporation websites G. The exclusivity does not extend to Seller Corporation’s own internal online advertising programs such as on its own websites; II. Online Media Purchasing and Performance Based Compensation A. Marketing Services will distribute Seller Corporation advertising programs on websites across the Internet, as well as e-mail advertising programs for Seller Corporation owned e-mail database, as well as to rented databases from its marketing partners. At its sole expense, Marketing Services will pay for any and all web-based distribution or e-mail distribution of its partners. Compensation to Marketing Services from these activities will be as described in the following Paragraph. B. Seller Corporation agrees to pay Marketing Services a Media and Performance Fee for each desired action specified by Seller Corporation for each advertising program. Seller Corporation agrees to pay the following: 1. Seller Corporation will pay to Marketing Services $_________ per valid credit card order for the first (number) valid credit card orders received each month from the performance by Marketing Services pursuant to this Agreement. 2. Seller Corporation will pay to Marketing Services $_________ per valid credit card order for all valid credit card orders beyond (number) each month. 3. Seller Corporation will separately pay to Marketing Services $_________ per valid open account order. Seller Corporation shall pre- approve any media campaign which is designed to generate open account orders. Upon the request of Marketing Services, Seller may at its complete discretion decide to increase the amount it is willing to pay Marketing Services for media costs on a case by case basis. Marketing Services may also present a media cost based on a cost per acquisition basis which may result in a greater than $_________ per valid credit card order cost. Seller Corporation may decide to accept or reject such a cost per acquisition proposal in its complete discretion. 4. In addition to media costs, Seller Corporation will pay to Marketing Services a Performance Fee of ______% of the net revenue collected (excluding shipping and handling charges) for each customer who continues paying for the (type of product) collection after the initial trial offer period and the first full payment is collected. Net revenue shall be defined as the consumer price point, excluding shipping and handling charges and minus any credits, returns, refunds or charge backs until the customer cancels their membership. This net monthly amount will be paid to Marketing Services for as long as the customer continues paying for the monthly collections but shall cease (number) months after this Agreement is terminated. Cancellation by the customer ends any future obligations of Seller Corporation to pay any amounts due for that customer. C. Marketing Services shall be responsible for validating and authorizing charging on credit card information provided by consumers for the initial trial sign-ups for any of the programs that require a credit card submission upon the initial sign up. Seller Corporation shall be responsible for validating and charging any and all credit cards for consumers who continue in the advertising programs after the trial period is completed. Seller Corporation agrees to pay the actual bank charges for processing each credit card validation/authorization charge completed by Marketing Services for the advertising programs by using the merchant code of Seller Corporation to process the transactions. D. Seller Corporation agrees to pay Marketing Services any and all monthly Media and Performance Fees due within 30 days from the end of each month. Marketing Services will provide Seller Corporation with password protected online statistic reporting including clicks and actions resulting from all its activities in real-time. Marketing Services will provide retention reporting at the media- providing level within one week of receiving the report of Seller Corporation showing overall retention. Seller Corporation currently provides its overall retention report on a monthly basis. Seller Corporation will also provide Marketing Services with monthly reporting as to sales and credit card revenue from any and all of these activities. Upon written notification, each party shall have the right at its expense to audit the other party's books and records pertaining to the other party's obligations under this Agreement once each calendar year. Such audit will take place with reasonable notice at the offices where the books and records are located. E. On a daily basis, Marketing Services shall provide via FTP (File Transfer Protocol) an electronic file containing all demographic data from opt in and opt out E-mail addresses and all customer data (first name, last name, street address, city, state, zip code, credit card number, and credit card expiration date). Marketing Services and Seller Corporation shall mutually agree on the file format of the FTP files to be delivered. III. Fulfillment A. Seller Corporation agrees to provide all fulfillment services for all programs. Seller Corporation agrees also to handle all returns of Seller Corporation products and cancellations of Seller Corporation products. All fulfillment costs shall be at the sole expense of Seller Corporation. B. Seller Corporation agrees to fulfill orders delivered to it by Marketing Services for the above Programs, within 4 weeks of receipt of the order. IV. Use of Creative and Licensed Marks A. Subject to all the terms and conditions of this Agreement, Seller Corporation hereby grants Marketing Services a nonexclusive, non-transferable, non-sublicensable license to use the Marks of Seller Corporation solely in connection with insertion or display of such marks in the micro-site landing/offer pages, web banners, HTML and text E-mails and any other creative related to this Agreement. Marketing Services hereby acknowledges and agrees that: 1. Seller Corporation Marks are owned or licensed solely and exclusively by Seller Corporation, and
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