Online advertising contract

ONLINE ADVERTISING AGREEMENT

THIS ADVERTISEMENTVERTISING AGREEMENT (the Agreement is made and entered into this _____ day of ____________, 20____, by and between ________________________, of ____________________________________, (the Owner.) and _________________________, of, _____________________________ (the Client)

RECITALS

WHEREAS, Owner owns and operates a web site identified _____________________ (the "Website"),

WHEREAS, Client desires to have text-based links (the Advertisements) placed on the Website to promote its products & services:

In consideration of the promises and mutual covenants contained in this Agreement, the parties agree as follows:

1. Advertisement Display and Services

The Owner agrees to publish the Advertisement on the Website for a period of __________ days commencing from ______ and ending on ___________. If the Client desires to remove the Advertisement from the Website prior to the end of this period, the Client must request the Owner in writing. No refund will be made for such early withdrawal of Advertisement.

2. Payment

The Client shall pay the Owner for publication of the Advertisement on the Website, the sum of $________. All fees and payments are due and payable upon the execution and delivery of this Agreement. All late payments are subject to interest accrued at the rate of 1.5% per month, or up to the maximum amount allowed by law, whichever is greater. In the event if the Client defaults in making the full payment within ________________ days, the Website Owner reserves the right to suspend the Advertisement posted on the website.

3. Content

Client shall deliver the Advertisements to Owner digitally via ____________ at least five (5) business days before the scheduled start date. Client shall be solely responsible for providing the Advertisement in the format required for display. Client acknowledges that Owner will not be responsible or liable for the quality of any portion of the Advertisement that does not meet the established mechanical criteria. If at any time Client desires to modify its content, it shall provide a written request to Owner specifying in detail the modification desired. Owner shall, within a reasonable time, effectuate the modifications to the content.

4. Liability

Client shall be fully responsible and liable for the content contained in the Advertisement. The Owner is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in the contents.

5. Prohibited Content

Advertisements shall not contain:

(i) any content promoting the use of alcohol, tobacco or illegal substances; nudity, sex, pornography, or adult-oriented content;

(ii) any content which is explicative or inappropriate language;

(iii) content promoting illegal activity, racism, hate, "spam", mail fraud, pyramid schemes, or investment opportunities or advice which is not permitted under law;

(iv) content that is libellous, defamatory, contrary to public policy or otherwise unlawful or any other content deemed inappropriate by the Owner in its sole discretion.

Use of any such inappropriate content by the Client will result in the suspension, termination and removal of the Advertisement or any other action deemed necessary by the Owner in its sole discretion.

6. Acceptance

The Owner reserves the right to review and approve the suitability of the Advertisement submitted. Website Owner may reject or cancel any Advertisement for any reason which it believes in good-faith to be detrimental. If the Owner so rejects Client's Advertisement or terminates its display, then this Agreement shall be terminated, and Website Owner will return any prepaid advertising fees to Client.

7. License

Client grants the Owner a limited, non transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit the Clients Advertisement (including any trandenames, trademarks and service marks shown) during the term of this Agreement and solely in connection with this Agreement. Upon termination of this Agreement, the Owner will remove the Clients Advertisement, destroy all copies of it and cease further display of the Advertisement.

Nothing in this Agreement grants Client any right to use the name, trademark, or service mark of Owner in any advertisement, sales promotion, or press release without Owners prior written approval.

8. Proprietary Rights

Client acknowledges that the contents of the Owner Website, including, without limitation, all trade names, trademarks, service marks, content, text, images, software, functionality, page and other design and layout, media and other materials therein, is proprietary to or licensed by Owner, protected under copyright, trademark and other intellectual property laws and such contents may not be reproduced without the consent of Owner.

Client retains all right, title and interest including copyright and other proprietary or intellectual property rights in the content of the Advertisement, Clients trade names, trademarks and service marks therein.

9. Client Warranty.

Client warrants to Owner that:

(i) Client has the right and authority to enter into and perform its obligations under this Agreement;

(ii) the Advertisement shall conform to the description and specifications set forth by Owner;

(iii) the Advertisement shall not constitute or be the subject of a notice or claim of any false designation of origin, false advertising or unfair competition under the law of any country;

(iv) the Advertisement does not and shall not contain or be alleged to contain any content, work, name, mark, designation, materials or link that actually or potentially violates any applicable law or regulation, or infringes any proprietary, intellectual property, contract or tort right of any person or misappropriates a person's trade secret, name, likeness or identity;

(v) the Advertisement contains no viruses, worms, malicious code, trap doors, back doors, timers, clocks, counters, FTP servers, or other limiting routines, instructions or designs, and no web beacons, web bugs, spy ware or other similar hidden or transparent code, script, or routine designed to gather, track or transmit information about Owner or the users of the
Website; and

10. Disclaimer

The services and site are provided as is without warranty of any kind, express or implied and any use of the services or Website are at Clients sole risk. Owner does not warrant that the services or Website will be uninterrupted or error free, nor does Owner make any warranty as to the performance or any results that may be obtained by use of the services or Website. Owner makes no other warranties, express or implied, including, without limitation, any implied warranties of merchantability and fitness for a particular purpose, concerning the subject matter of this agreement.