Internet Advertising Agreement Form

Letter Agreement For Internet Advertising Services

 This Letter Agreement For Internet Advertising Services (“Letter Agreement”) is intended to set forth the general terms and conditions pursuant to which our company, ________________________ (hereinafter “Advertising Service Provider”) agrees to provide certain advertising services relative to the Internet Site of _______________________, (hereinafter referred to as the “Customer”), which Internet Site is located at www.___________.com.

The signature of an authorized representative of our company set forth below, signifies our offer to provide the Advertising Services subject to the terms and conditions set forth herein.  By executing this Letter Agreement in the space provided below, you agree to accept the terms of this Letter Agreement.

      Terms of Service:

1.                We represent to you that we own and operate an Internet Site located at www.__________.com (the “Advertising Site”) which Advertising Site contains graphical and text-based [Paragraph Omitted But Included In Fully Licensed Version]

2.                You represent to us that you own and operate an Internet Site located at www.___________________.com (the “Advertised Site”) and that the current subject matter of the [Paragraph Omitted But Included In Fully Licensed Version].

3.                By executing below, you request and consent to us providing the Advertising Services described in Item ____ below for a term of _____ months from [Paragraph Omitted But Included In Fully Licensed Versiont.

4.                You agree to submit to us, on or before the 10^th day after acceptance of this Letter Agreement, advertising materials to be used by us which shall meet our Uniform Advertising Specifications set forth and described in Exhibit “A” attached hereto.

  5.                We have the right and option to approve, in our absolute discretion, the content of any advertising [Paragraph Omitted But Included In Fully Licensed Version] Even after we accept your advertising, we have the right to remove it if it does not function correctly [Paragraph Omitted But Included In Fully Licensed Version].

6.                We have the right to terminate this Agreement if we remove or fail to approve any materials that you submit to us in [Paragraph Omitted But Included In Fully Licensed Version].

7.                You may periodically make changes to your advertising material which we must also approve.  We will charge you a fee at our standard fee schedule rate for making changes to [Paragraph Omitted But Included In Fully Licensed Version]

8.                We agree to provide the advertising formats as described in Exhibit “B” hereto at the pricing rates described in that same Exhibit “B”

9.                We do not guarantee any given amount of Impressions to your page as a result of our advertising services unless a separate Impression Guarantee Addendum has been executed by both parties hereto.

 10.            We will use our reasonable efforts to make our Advertising Site available for display through the World Wide Web, twenty four hours per day, seven days per week.  We are not responsible for periodic[Paragraph Omitted But Included In Fully Licensed Version.

11.             We shall be responsible for tracking Impressions to your site through the advertisements that are included on our site.  We will report this information to you via Email [Paragraph Omitted But Included In Fully Licensed Version].

12.            We make no warranties that the advertising contained on our Web Site will be free from errors or defects or that the use of the hypertext link or access to our site will be uninterrupted.  WE SPECIFICALLY DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANAB [Paragraph Omitted But Included In Fully Licensed Version].

13.            We reserve onto our own discretion all decisions and matters concerning [Paragraph Omitted But Included In Fully Licensed Version]

14.            In consideration of our advertising services, you agree to pay the advertising fees set forth on the fee schedule attached hereto as Exhibit “C.”  You will also pay any sales and other taxes based upon the fees set forth therein.  Advertising fees will be paid monthly, in [Paragraph Omitted But Included In Fully Licensed Version]t.

15.            We will each retain all proprietary rights in and to our respective web sites and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information.  We do not grant the other any rights in and to such proprietary material ex [Paragraph Omitted But Included In Fully Licensed Version].

16.            You represent and warrant to us that the advertising that you provide us is not false and misleading, does not contain any untrue, defam [Paragraph Omitted But Included In Fully Licensed Version]s.

17.            You will indemnify and hold us harmless from and against any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations and all other matters, including but not limited to court costs, attorney fees, witness fees, settlement fees, and all other direct and indirect expenses and[Paragraph Omitted But Included In Fully Licensed Version

18.            We will not be responsible for any failure or delay in performance hereunder that is directly or indirectly related to acts of God, storm, natural disaster, act of terrorism, utility outages or interruptions, system transmission [Paragraph Omitted But Included In Fully Licensed Version

19.            You may terminate this Agreement, with or without cause, by giving 60 days advance notice of you intent to terminate.  We reserve the right to terminate this Agreement for any reason, with or without cause, upon ten (10) days written notice to you.

20.            This Letter Agreement and the Exhibits hereto constitute the entire agreement and understanding between us with respect to the subject matter hereof.  It supercedes and replaces all previous discussions, negotiations, and understandings between us.  This Letter Agreement may only be amended by a written amendment sign [Paragraph Omitted But Included In Fully Licensed Version].

21.            All notices called for herein shall be to the parties at the addresses contained in this letter and shall be by certified United States Mail, return receipt requested or by reputable national overnight delivery service, such as Federal Express.

EXHIBIT “A”

ADVERISING SPECIFICATIONS

[CREATE YOUR STANDARDS FOR ADVERTISING MATERIALS TO BE PROVIDED TO YOU FOR INCLUSION ON YOUR WEB SITE]

EXHIBIT “B”

ADVERTISING FORMATS

The advertising services initialed below shall be provided pursuant to this Agreement.  Advertising Rates for the various services will be as described in Exhibit “C”

[Paragraph Omitted But Included In Fully Licensed Version]

[Paragraph Omitted But Included In Fully Licensed Version]

[Paragraph Omitted But Included In Fully Licensed Version]__________________________________________________________.

[Paragraph Omitted But Included In Fully Licensed Version]_________________________________

EXHIBIT “C”

MONTHLY ADVERTISING FEES

[CREATE SCHEDULE OF FEES]