Schedule Utopia Contacts: Client Contacts Order #
Sales Jim Barry 616-726-6262 Buyers Name: Revision #
E-mail firstname.lastname@example.org E-mail Revsd Date
3350 Grand Ridge Dr. Traffic Steve Wellman 616-726-6565 Billing Address Prepay
Grand Rapids, MI 49525 E-mail email@example.com Amount
P: (855)-499-3816 Billing Joyce Rachon 616-499-3816 Billing Name Same Phone Method
F: (616) 726-6272 E-mail firstname.lastname@example.org E-mail Fax
Client Name Send Creative/Traffic Instructions to
Campaign For: E-mail: email@example.com
Client Contact Traffic/Reporting: CC: firstname.lastname@example.org Flash
Name Final billable numbers x Schedule U Stats GIF
Phone Advertiser Ad Stats Flight Type Run of Site Back Up GIF
E-mail Payment Terms: NET 30 Java Script
Unit Flight Even/ Out Billing Units
Campaign Name Type Start Flight End ASAP Freq Cap Geo Targeted To Channel/Site Clause Method Purchased Unit Rate Line Total Cost
Special Instructions / Notes:
Campaigns subject to change via written email instructions. Total Value $0.00
CONTRACT INFORMATION / TERMS OF THE AGREEMENT
This agreement for advertising space between Schedule Utopia LLC and the party referred to above as "Client Name" (herein referred to as ‘Advertiser’). This constitutes a binding agreement for
advertising space on the network marked above. This defines what services are to be rendered and the compensations for those services, as agreed upon by the parties and are subject to the
1 ALL REMAINING LEGAL TERMS AND CONDITIONS OF THIS CONTRACT ARE DESCRIBED IN EXHIBIT A.
2 CPC Campaigns Only - Schedule Utopia LLC's ability to fully deliver CPC campaigns at quoted rates is dependent upon the quality of creatives supplied by advertiser.
Any changes to creatives that significantly alter the click through rate may result in severe underdelivery or cancellation of this campaign by Schedule Utopia LLC.
Signed by: 'Advertiser' Schedule Utopia LLC
Printed Printed James J Barry
Title Title Managing Partner
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EXHIBIT A TO Schedule Utopia LLC ADVERTISING AGREEMENT
1. The Advertiser gives Schedule Utopia LLC authorization to bill for services rendered to the amount listed under ‘Total Value’. This amount cannot change one way or another unless noted under ‘Special Instructions’ or
without written consent from the 'Advertiser' and Schedule Utopia LLC. Items listed in Special Instructions supercede any other terms in the agreement.
2. If 'Advertiser' or Schedule Utopia LLC wishes to cancel services or terminate this contract, it must do so in writing to the other party to exercise the 'Out Clause'. The out clause for this insertion order cannot be
exercised until the first $100.00 of activity has been delivered unless noted otherwise under Special Instructions / Notes. All cancellations must be emailed to traffic@ScheduleUtopia.com.
3. 'Advertiser' agrees to pay all charges due under this Insertion Order Net 30 days from invoice. If there is a discrepancy in stats, both parties agree to split the difference beyond 20%.
4. Finance Charges of 1.5% can be assessed by Schedule Utopia LLC and compunded monthly to any unpaid balances that are more than 30 days delinquent.
5. This agreement shall be governed by and interpreted in accordance with the laws of the state of Michigan. If any provisions of this Agreement are determined to be illegal or unenforceable, the remaining provisions
shall nevertheless be binding, with the same force and effect as if the illegal or unenforceable parts were deleted.
6. This agreement contains the entire agreement between Schedule Utopia LLC and 'Advertiser'. No changes, alterations, modifications, additions, or qualifications of the terms of this agreement shall be made or
be binding unless made in writing by Schedule Utopia LLC and 'Advertiser'.
7. Neither party shall assign any portion or all of this agreement without the prior written consent of the other party. The terms of this agreement shall be binding on, inure to the benefit of, and be enforceable by and
against the parties, their heirs, personal representatives, successors, and permitted assigns.
8. The undersigned parties agree to all provisions of this contract. This agreement shall take effect on the date stated as the Start/End date above and not by the date next to the undersigned parties below.
9. Schedule Utopia LLC shall not be liable or held responsible for any delays, errors, or problems in displaying advertising materials which may result in damages, either direct, indirect or consequential. In no event shall
Schedule Utopia LLC be responsible for any alleged loss of profits, damages or other expenses alleged to have been incurred by 'Advertiser' in connection with services provided under this agreement. Any claims in this
respect are expressly waived by 'Advertiser'.
10. In the event of any litigation, arbitration, or other dispute resolution proceeding arising out of any dispute related to this agreement, the losing party will be liable to the other party for all costs, attorney fees, and other
expenses incurred by the prevailing party in connection with such proceeding.
11. Advertiser expressly consents to the Michigan state and federal courts exercising personal jurisdiction over Advertiser in the event of any dispute relating to this agreement.
12. Advertiser acknowledges that it possesses a legal and business acumen at least equal to Schedule Utopia LLC; that it has had a full opportunity to review this agreement with counsel of its choice; that all of the terms
of this agreement have been fully negotiated; and, therefore, in the event any term is determined to be vague or ambiguous, such term will not be construed against Schedule Utopia LLC because Schedule Utopia LLC’s
counsel drafted this agreement.
13. Advertiser warrants and represents that it has read the terms of this agreement; that it has discussed the terms of this agreement with legal counsel or its choice, or, if it has not, that it has had an adequate opportunity
to do so; and that the terms of this agreement are fully understood and voluntarily accepted by Advertiser.
14. ADVERTISER UNDERSTANDS THAT Schedule Utopia LLC MAKES NO WARRANTIES AND DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE OF
MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES IT PROVIDES PURSUANT TO THIS AGREEMENT. ALL SUCH SERVICES ARE PROVIDED “AS-IS.”
15. Advertiser’s sole remedy in the event Schedule Utopia LLC breaches this agreement is to receive a refund of amounts paid to Schedule Utopia LLC or for Schedule Utopia LLC to repair or replace the service.
Schedule Utopia LLC may choose which of these options will be provided. This is Advertiser’s exclusive remedy. Schedule Utopia LLC may seek any and all remedies available to it at law and equity in the event of
Advertiser’s breach of this agreement. Schedule Utopia LLC may terminate this agreement if any invoice is not paid within 60 days.
16. This agreement will become binding on the parties only when Advertiser accepts it by signing and dating where indicated below and when Schedule Utopia LLC receives Advertiser’s signature to the agreement.
17. Schedule Utopia LLC reserves the right to review the material provided to it by Advertiser for what Schedule Utopia LLC may deem, in its sole discretion, to be content that is objectionable because it is pornographic,
obscene, hateful, not properly regulated, or for other reasons. Schedule Utopia LLC reserves the right to refuse to perform under this agreement if it determines that such material is objectionable. If Schedule Utopia LLC
refuses to perform under this agreement for such a reason, Advertiser agrees that it may not seek damages of any kind against Schedule Utopia LLC.
18. Advertiser represents and warrants to Schedule Utopia LLC that Schedule Utopia LLC's use of any material provided to Schedule Utopia LLC by Advertiser will not constitute an infringement of Advertiser's or any other
party's intellectual property rights in such material, including, but not limited to, rights under any state or federal trademark or copyright law ("IP Rights"). With respect to any IP Rights Advertiser may hold in such material,
Advertiser gives Schedule Utopia LLC a complete license and consent to use such IP Rights for the purposes of performance under this agreement.
19. Advertiser agrees to defend, hold harmless, and indemnify Schedule Utopia LLC, and its successors, owners, directors, officers, employees, and agents, against any claim by any party with respect to an alleged
infringement of any party's IP Rights, including, without limitation, all liabilities, losses, expenses, damages, settlements, fines, penalties, demands, claims, suits, and actions and all related costs, attorneys' fees and
expenses in connection therewith. Upon receipt by Schedule Utopia LLC of any such claim, Schedule Utopia LLC shall notify Advertiser of such claim and thereafter, with counsel selected by Schedule Utopia LLC, Advertiser
shall defend and hold Schedule Utopia LLC harmless against any such claim. Advertiser shall not agree to settle any such proceeding or claim without the written consent of Schedule Utopia LLC, which consent shall not be
Schedule Utopia LLC CONFIDENTIAL AND PROPRIETARY INFORMATION Initial: Schedule Utopia LLC: Advertiser:
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