Internet Advertising Agreement

INTERNET ADVERTISING AGREEMENT An agreement between a company desiring to engage a provider of internet based advertising services such as pay-per click programs , linking of company's website to the provider's site to generate traffic etc. The agreement governs the terms of engagement, the ways how the company's advertisement content is determined, generated and placed, the payment of fee and the terms , termination grounds and procedures, non disclosure obligations and representations of the originality of each party's intellectual property, and respective disclaimers of warranties etc. Generally in this agreement, each party retains the exclusive right to its own intellectual properties. INTERNET ADVERTISING AGREEMENT 1 OF 9 INTERNET ADVERTISING AGREEMENT THIS INTERNET ADVERTISING AGREEMENT (the “Agreement”) is made between _________________with its business place at _____________ (“Provider”) and ___________________of ________________ (“Customer”). RECITALS WHEREAS, Provider maintains a website at ______________________________ (“Website”). Customer agrees to advertise its products and services on the Website in accordance with the referenced terms and conditions set forth below. In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows: 1. Appointment; Services. The Customer hereby engages Provider and Provider accepts the engagement to provide services in Internet-related advertising such as to display text-based descriptions or banner/button of Customer‟s website (“Advertised Site”) , and a hypertext pointer or "hotlink" which, when clicked by a mouse, transports visitors from the Website to the Advertised Site (the "Advertisement") and more particularly set forth in specified in Exhibit 1. The Provider reserves the right in its sole discretion to determine all matters concerning the configuration of hardware, software, telecommunications, system components, advertising categories, positioning of Customer's Advertisement, and other administrative or operational issues for the Website as it deems necessary or helpful in the normal course of business. 2. Payment. Customer agrees to pay Provider the amounts and in the manner set in the attached Exhibit 1. Customer further agrees to pay a „non- refundable‟ fee as set forth in the Exhibit 1. Unless otherwise provided, Customer must pay in advance for any contract extension(s) commencing immediately after expiration of the Initial Term. Provider reserves the right to charge Customer the maximum amount allowed under the law or 1.5%, in addition to collection costs, attorneys fees, court costs, late fees, returned check fees, or any other fees attributed to late or nonpayment by the Customer. In addition, Provider reserves the right to cancel this Agreement for any advertising for which payment is overdue. INTERNET ADVERTISING AGREEMENT 2 OF 9 3. Content. Customer agrees to provide and authorizes Provider to collect all information, materials, photographs, images or other content necessary or desirable for the production and/or publication of the Advertisement Content (the “Content”). 4. Right to Edit. 4.1 Provider reserves the right to edit, revise, or reject any advertising or material presented by Customer. Customer agrees not to include in the Advertisement or the Advertised Site any material which violates or infringes the rights of any person or which a reasonable person would consider abusive, profane or offensive, which is defamatory or harassing, or which violates or encourages others to violate any applicable law. Unless otherwise agreed, Customer shall not include excessive hotlinks from the Advertised Site to third party Web sites. 4.2 Customer must request for edit or revision with a __ notice. If Provider rejects any advertising material that Customer submits to Provider, Provider will notify Customer. Even after Provider accepts the advertising, Provider has the right to remove it if it does not function correctly or for any of the reasons described above. Placing the advertising on Provider‟s Website does not signify their approval or waiver of the right to object to it in the future. 5. Termination. Customer may terminate this Agreement with or without cause by providing ___ days prior written notice to Provider. Following such notice period, Customer will be entitled to receive a refund for all unused amounts till the termination notice. In all events, the initial fee deposited as an advance is non-refundable. Notwithstanding the foregoing, the termination of this Agreement, by Customer, shall not relieve Customer of its payment obligation for such events where Customer has exceeded its account balance in terms of click-throughs. Provider reserves the right to terminate this Agreement for any reason, with or without cause, upon thirty (30) days written notice to Customer. This Agreement shall have the option of auto renewal for a period of ___ months if either party has not sent a termination notice to the other ____days prior to termination. In the event that the terms of this Agreement are subject to change after any renewal of this Agreement, parties will execute a written amendment to this Agreement within ___ days of auto-renewal. 6. Indemnity. Customer shall at all times defend, indemnify and hold harmless Provider and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, INTERNET ADVERTISING AGREEMENT 3 OF 9 costs and expenses, including reasonable legal fees and expenses, arising out of or related to any content of Customer's advertisements served by Provider pursuant to this Agreement and/or any materials to which users can link through those advertisements. 7. Limitation of Liability. (a) UNDER NO CIRCUMSTANCES SHALL PROVIDER BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOST DATA, BUSINESS INTERRUPTION, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE. (b) ALL SERVICES, TECHNOLOGY OR OTHER DELIVERABLES ARE SUPPLIED BY PROVIDER STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROVIDER MAKES NO WARRANTIES THAT THE ADVERTISING CONTAINED ON PROVIDER WEBSITE WILL BE FREE FROM ERRORS OR DEFECTS OR THAT THE USE OF THE HYPERTEXT LINK OR ACCESS TO OUR SITE WILL BE UNINTERRUPTED. PROVIDER DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY REGARDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, SUITABILITY, COMPLIANCE WITH LAWS, QUALITY, OR OTHERWISE, WITH RESPECT TO THE PROVIDER WEB SITE. (c) IN NO EVENT SHALL THE MAXIMUM LIABILITY OF PROVIDER EXCEED AMOUNT OF THE FEE PAID BY CUSTOMER HEREUNDER. 8. Warranties. (a) Non infringement Warranty. Customer warrants that its Advertisement and any technology, information or material distributed through the Advertised Site will not infringe or misappropriate any copyright, trademark, patent, trade secrets or privacy rights of any third persons, or otherwise violate this Agreement or any applicable law. Customer will defend, indemnify and hold Host Provider harmless from all liability and expense (including attorney fees) arising from any claim to the contrary. (b) Customer represents and warrants that the advertising that Customer provide to Provider is not false and misleading, does not contain any untrue, defamatory, harmful, abusive, vulgar or obscene materials, is in compliance with all applicable laws, does not infringe upon the rights of any other party, including but not limited to copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any other rights. Customer also warrant and represent that Customer have the unrestrictive and exclusive right to use all such materials. INTERNET ADVERTISING AGREEMENT 4 OF 9 (c) Customer represents that Customer is the authorized owner or representative of the website(s) for which links are requested and that such site(s) is not involved in any illegal activity, hate activity (whether racial or otherwise), and does not contain any libelous matter. Customer will not hold Provider or its affiliates liable or responsible for the activities of visitors who come to Customer‟s site(s) through a link provided from the Website. (d) Customer further represent that Customer‟s site is not unsuitable for the Provider‟s pay per click advertising program. Unsuitable sites include those that promote sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; and violate or infringe upon the rights of any third party, including intellectual property rights. 9. Reports. Provider shall provide to Customer monthly reports by the ____ day of each month. Such reports shall contain details about :_________________________________(Describe what would the reports contain) . 10. Counterparts and Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a single instrument. Facsimile signatures are acceptable and deemed original signatures. 11. Intellectual Property Rights. Neither party will acquire any ownership interest in each other‟s intellectual property. Provider shall have the right to place Customer's logo, tradename and trademark on any advertising from Customer and to otherwise use such items in connection with the purposes of this Agreement. Provider will each retain all proprietary rights in and to the Website and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information. Provider does not grant Customer any rights in and to such proprietary material except that Customer hereby grants Provider a non-exclusive license to use the advertising material and/or Content that Customer provides to Provider, including Customers trademarks and copyrights, and the right to hyperlink to Advertised Site from the Website during the term of this Agreement. Customer acknowledges that Provider shall be the exclusive owner of any and all rights, title and interest, including copyright, in and to the Content including any works of authorship, inventions or other intellectual property created pursuant to this Agreement, and any advertising and/or promotional materials relating thereto, other than Customer‟s trademarks. Customer will retain ownership of all materials in the form delivered to Provider and any existing trade or service marks that it already owns and hereby provides a limited world-wide, royalty free license to Provider to use, sub-license and/or distribute, such marks in the creation and publishing of the INTERNET ADVERTISING AGREEMENT 5 OF 9 advertisement any medium and the promotion of the Advertised Site. Customer shall not provide to or allow to be used by any third party any work product resulting from Provider services hereunder (including physical or electronic materials). Upon termination of this Agreement, Provider agrees to remove the hyperlink and the advertising materials that Customer provided Providers from the Website within a reasonable time. 12. Multiple Customers. Provider may contract with multiple customers for the same service or product. This contract shall in no way prohibit Provider from accepting advertisements from other same or similar Customers. At its sole discretion, Provider may choose or limit the number of customers for the same service, product or category. 13. Confidential Information. The content of this Agreement and any other confidential information must be treated as strictly confidential by the parties and may only be disclosed to any third parties where this is mandated by law. Information that was demonstrably known to the Customer and/or Provider at the commencement of their contract negotiations or that entered into the public domain either before or after conclusion of the contract, without wrongful act on the part of the Customer and/or Provider, are not deemed to be confidential information. 14. Independent Contractors. Each party and its people are independent contractors in relation to the other party with respect to all matters arising under this Agreement. Nothing herein establishes a partnership, joint venture, association or employment relationship between the parties or any exclusive course of dealing. 15. Force Majeure. Neither Provider nor Customer shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, and other similar events. INTERNET ADVERTISING AGREEMENT 6 OF 9 16. Miscellaneous. 16.1. Amendments. No amendment, modification or supplement to this contract shall be binding unless it is in writing, signed by a corporate officer or his authorized representative. 16.2. Notices. Any notices required or permitted to be given to a Party hereunder: (a) shall be in writing; (b) shall be delivered or sent to such Party at its address given below: if to Provider: if to Customer : or such other address as such Party may hereafter specify; and (c) shall be deemed given (i) when personally delivered to such Party; (ii) when transmitted by facsimile and receipt of such transmission is confirmed by facsimile; (iii) after air courier service confirm the receipt via an established air courier service; or (iv) if mailing via certified airmail, after receipt is confirmed. 16.3. No Publicity. Provider will not release information about the existence of this Agreement, including its value, or its terms and conditions, through any media including but not limited to, the issuance of any news release, announcement, denial, or confirmation. Customer must obtain prior written authorization from Customer for any exceptions to this subsection. Nothing in this Agreement implies that Customer will agree to any publicity. 16.4. Attorneys’ Fees. In the event of any litigation, arbitration, judicial reference or other legal proceeding involving the Parties to this Agreement to enforce any provision of this Agreement, to enforce any remedy available upon default under this Agreement, or seeking a declaration of the rights of either Party under this Agreement, the prevailing Party shall be entitled to recover from the other such attorneys‟ fees and costs as may be reasonably incurred, including the costs of reasonable investigation, preparation and professional or expert consultation incurred by reason of such litigation, arbitration, judicial reference, or other legal proceeding. 16.5. Governing Law. The provisions of this Agreement shall be governed by the laws of the state of _____________, regardless of conflict of laws. The parties agree that any dispute arising under this Agreement will be resolved solely through confidential binding arbitration in __________________ before one arbitrator selected by the American Arbitration Association in accordance with its rules. In the event of any dispute, each party shall bear its own attorneys fees, expert witness fees, and ½ of the arbitrator fees. INTERNET ADVERTISING AGREEMENT 7 OF 9 16.6. Waive Of Breach. No waiver by either party of any breach of any of the covenants or conditions herein contained, performed by the other party, shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition. 16.7. Assignment. Neither party shall delegate, assign or transfer its rights or obligations under this Agreement, whether in whole or part, without the written consent of the other party provided, however, upon prior written notice to Provider, Customer may assign or transfer its rights to those parties they shall notify in advance. IN WITNESS WHEREOF, the parties have executed this Agreement as of the _____________, _____. Provider By: __________________________________ Title: _________________________________ Customer day of By: __________________________________ Title: _________________________________ EXHIBIT 1 1. Advertising 2. Reports 3. Fees; Payment Terms 4. Initial Term 5. Any Additional Term INTERNET ADVERTISING AGREEMENT 8 OF 9 “All forms and documents from DocStoc are provided “as is” without warranty of any kind, express or implied. DocStoc does not provide any legal advice, and assumes no responsibility for the enforceability or effectiveness of its documents. Users should consult with a lawyer if there is any question as to the appropriateness of the documents for their particular situation.” INTERNET ADVERTISING AGREEMENT 9 OF 9