Agreement For Internet Advertising
Services
This Agreement For Internet Advertising Services (“Agreement”) is intended to set forth the general terms and conditions pursuant to which our company, Self Development Enterprises, LLC (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 or as listed in our yellow pages or elsewhere on our website.
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 Agreement in the space
provided below, you agree to accept the terms of this Agreement.
Terms of Service:
1.
We
represent to you that we own and operate an Internet Site located at www.sdellc.com (the “Advertising Site”)
which Advertising Site contains graphical and text-based descriptions of
advertised sites along with a hypertext link to the advertised site. When the hypertext link is selected by the
party accessing the site (“User”), the User is transported to the URL for the
advertised site.
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 content of the Advertised Site is described as follows: As entered in our Yellow pages and as entered elsewhere at http://www.sdellc.com/index.html
3.
By
executing below, you request and consent to us providing the Advertising
Services described in Item ____ below for a term of six months (or otherwise
specified on our site) from the date of acceptance of this Agreement.
4.
You
agree to submit to us, on or before the 10th 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. Advertising material may be entered directly in our yellow
pages located at http://www.dalexis.com/phpYellow/index.php
5.
We
have the right and option to approve, in our absolute discretion, the content
of any advertising material that you submit to us if we find that it does not
meet our Uniform Advertising Specification, if it is objectionable to us in any
way, if it contains false or misleading information, if it contains any illegal
information, if it contains any vulgar or pornographic items, or for any other
reason, in our sole discretion. If we
reject any adverting material that you submit to us, we will notify you. Even after we accept your advertising, we
have the right to remove it if it does not function correctly or for any of the
reasons described above. Our placing the
advertising on our page does not signify our approval or waiver of the right to
object to it in the future.
6.
We
have the right to terminate this Agreement if we remove or fail to approve any
materials that you submit to us in which case any prepaid advertising fee shall
be returned to you. You will not have
any damages or other remedies, in law or in equity against us for failing to
place or removing any advertising except for the return of any unused prepaid
advertising fees.
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 your advertising materials on
our web site. You will provide us with
all changed materials that you desire to integrate. We will use our reasonable efforts to make
the changes that you submit to us within 10 days after we approve the same.
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 downtime for maintenance, backup, acts of God, power outages, and
other circumstances beyond our control or which are a normal part of the
Internet business.
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 on a monthly basis. You
will agree to treat this information as confidential. You may use it for your internal business and
marketing planning, but you may not disclose it to third parties without our
advanced written consent.
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 MERCHANABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT ON THE RIGHTS OF THIRD PARTIES. IN NO EVENT SHALL WE BE LIABLE,
WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST
SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS' FEES), EVEN IF
NOTIFIED IN ADVANCE OF SUCH POSSIBILITY.
13.
We
reserve onto our own discretion all decisions and matters concerning placement
of your advertisement on pages of our Web Site, software solutions, hardware
configurations and selection, system components, categories of advertising,
search engine results and search parameters and other operational and
administrative matters pertaining to the construction and operation of our Web
Site.
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 advance, on or before the
first day of every month during the term hereof. The monthly fee payable based upon the
advertising program you have selected as set forth in Exhibit “C.” We charge interest and service charges on
monthly accounts that are delinquent at the maximum rates allowable by law. You will be responsible for all collection
costs and attorney fees if it is necessary for us to pursue collection efforts
to collect on an account. We reserve the
right to suspend advertising services until your account is brought current as
well as the right to terminate this Agreement if any advertising fee is
delinquent.
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 except
that you hereby grant us a non-exclusive license to use the advertising
material that you provide us, including your trademarks and copyrights, and the
right to hyperlink to your site from our site during the term of this
Agreement. Upon termination of this
Agreement, we agree to remove the hyperlink and the advertising materials that
you provided us from our Web Site within a reasonable time.
16.
You
represent and warrant to us that the advertising that you provide us 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. You also
warrant and represent that you have the unrestrictive and exclusive right to
use all such materials.
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 losses that may occur arising from the breach of any of the
representations and warranties that you have made to us and otherwise arising
directly or indirectly from the placement of your advertising materials on our
Web Site.
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 failure,
server failure, strike, lockout, or any other situation which is beyond our
control.
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 signed by authorized representative of both of our
companies. Interpretation hereof will be
under the laws of the State of
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
Standards
for advertising material submitted to this website:
1.
Advertising
material submitted for display on our website must be free of obscenities,
pornographic and sexually explicit matter.
2.
Advertising
material submitted for display must be free of derogatory, misleading and
libelous contents.
3.
Advertising
material submitted for display may not be part of a mechanism to send
unsolicited email (spam) to anyone.
4.
Advertising
material must conform to all applicable local, state and Federal laws.
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”
_________
Static Display - The Advertisement
will be displayed without rotation on the Host Site.
_________ Random Display - The Advertisement will be
displayed on the Host Site in random rotation.
_________ Targeted Result Display - Customer's
Advertisement will be displayed on Result Pages in response to searches by end
users to the Host Site on the KEYWORDS listed
at our yellow pages.
_________ Targeted Page Display - The Advertisement
will be displayed on the following specific pages of the Host Site:
http://www.sdellc.com/phpYellow/index.php
EXHIBIT
“C”
MONTHLY
ADVERTISING FEES
Our
schedule of fees are listed at:
http://www.sdellc.com/phpYellow/improveMyListing.php
or it can be obtained by sending a request through inquiry