Web Site Linking Agreement Redacted Document Samples
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Web Site Linking Agreement

Web Site Linking Agreement

 THIS WEB SITE LINKING AGREEMENT ("Agreement") is made entered by and between _________________ (the "Licensor") and _________________ (the "Licensee") on the ____ day of _______________, ______ (the "Effective Date").

Background Information

WHEREAS, Licensor is the owner and operator of a site on the World Wide Web which is devoted to __________________ and which is located at the following domain address: http://www.________________ ("Licensor's Site");

WHEREAS, Licensee is the owner and operator of a site on the World Wide Web which is devoted to __________________ and which is located at the following domain address: http://www.________________ ("Licensee's Site");

WHEREAS, Licensee wishes to obtain a graphic link on Licensor's Site on which users of Licensor's Site can click to be transported to Licensee's Site; and

WHEREAS, Licensor is willing to provide such a link Licensor’s Site for Licensee, in consideration for receiving compensation as set forth in Exhibit “A” attached hereto and made a part hereof;

NOW, THEREFORE, in consideration of the promises and mutual covenants and agreements set forth herein, the Licensor and Licensee agree as follows:

 

1.                Licensor shall place the Licensee's Image on the Licensor's Home Page so that the Licensee's Link Graphic is immediately visible upon the first load of Licensor’s [Paragraph Omitted But Included In Fully Licensed Version]

2.                Licensee or Licensee may terminate the Agreement if the other party materially alters the content or structure of their respective Web Sites [Paragraph Omitted But Included In Fully Licensed Version]

3.                Each party represents and warrants to the other party that on the Effective Date and during the entire term of the Agreement:

(a)              The representing party has the unrestricted right to enter into this Agreement, and this Agreement does not conflict with any other agreement or obligation by which such party is bound.

(b)              The representing party’s Web Site does not violate the [Paragraph Omitted But Included In Fully Licensed Version]

(c)              The representing party’s Web Site does not violate any [Paragraph Omitted But Included In Fully Licensed Version]

(d)              The representing party’s Web Site does not include any material which is [Paragraph Omitted But Included In Fully Licensed Version]

(e)              [Paragraph Omitted But Included In Fully Licensed Version]

(f)              NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING BUT NOT LIMITED TO FITNESS FOR A PARTICULAR [Paragraph Omitted But Included In Fully Licensed Version]

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

5.                Each party agrees to defend, indemnify, and hold harmless the other party, its officers, directors, employees and agents, from and against any claims, actions, causes of action, suits, thre [Paragraph Omitted But Included In Fully Licensed Version]

6.                Licensee shall cause the Link placed on Licensor’s Site to load to [Paragraph Omitted But Included In Fully Licensed Version].

7.                Licensee shall collect and report to Licensor the number of users who access [Paragraph Omitted But Included In Fully Licensed Version].

 8.                Licensee shall notify Licensor in writing when additional sites are linked from Licensee’s Site. As of the Effective Date, Licensee [Paragraph Omitted But Included In Fully Licensed Version].

9.                Licensee grants to Licensor a nonexclusive, worldwide license to copy and publicly [Paragraph Omitted But Included In Fully Licensed Version].

10.            In full consideration for the rights granted hereunder, Licensee shall pay to Licensor, on a monthly basis, the Linking Fee as set forth in Exhibit “A” attached hereto. Such payment shall be made monthly on or before the tenth (10th) day of each month during the term hereof.

11.            This Agreement shall be for a term of one (1) year commencing on the Effective Date and terminating on the one (1) year anniversary date of the Effective Date. This Agreement shall automatically renew for successive terms of one (1) year [Paragraph Omitted But Included In Fully Licensed Version]

12.            The parties agree to submit any dispute arising out of or in connection with this Agreement, except for any action related to the violation or infringement of proprietary rights of either party, to [Paragraph Omitted But Included In Fully Licensed Version].

13.            This Agreement and the relationship between the parties shall be interpreted under the laws of the State of _____________.

 14.            All notices and other communications required or provided for in this Agreement shall be via Email at the Email addresses for the parties set forth below, except for notices of termination and institutions of Arbitration or permitted lawsuits, which shall be by Email and by certified mail, return receipt requested. Such notices shall be in writing and shall be [Paragraph Omitted But Included In Fully Licensed Version]

15.            This Agreement and the Exhibits referred to herein and attached hereto, contains the entire understanding and agreement of the parties with respect to the subject matter contained herein, and supersedes all prior oral or written [Paragraph Omitted But Included In Fully Licensed Version]

16.            Neither party shall be held responsible for damages caused by any delay or default due [Paragraph Omitted But Included In Fully Licensed Version]

17.            If any provision of this Agreement shall be held by a court of competent jurisdiction [Paragraph Omitted But Included In Fully Licensed Version]

18.            Neither party may sell, assign, or transfer their rights or [Paragraph Omitted But Included In Fully Licensed Version]

19.            The parties are separate and independent legal entities. Nothing contained in this Agreement shall be deemed to [Paragraph Omitted But Included In Fully Licensed Version]

IN WITNESS WHEREOF, this Agreement is executed as of the Effective Date set forth above.

Exhibit “A”

Compensation Schedule

Alternative I – Fixed Monthly Fee

 

[Paragraph Omitted But Included In Fully Licensed Version]

 

Exhibit “A”

Compensation Schedule

Alternative II – Fee Based On Advertising Revenues

In consideration for the linking rights provided by Licensor hereunder, Licensee shall pay Licensor an amount equal to the “Licensor’s Share of Advertising Revenue” as defined in this Agreement.

[Paragraph Omitted But Included In Fully Licensed Version]

Licensee shall be responsible for maintaining a system to track the qualified Hits [Paragraph Omitted But Included In Fully Licensed Version]

Licensee agrees to keep accurate books and records at its principal place of business [Paragraph Omitted But Included In Fully Licensed Version]

Licensee agrees to take all reasonable steps to maintain continued access to it’s web site by the public so as to maximize potential advertising [Paragraph Omitted But Included In Fully Licensed Version]