This Online Advertising Agreement is effective on the date and for the term your have purchased by the action of making payment to CETV Network Inc. or CETV (the “Agreement”) is entered by and between (the “Advertiser”), and CETV Network Inc. (the “Publisher,” and together with the Advertiser, the “Parties”). WHEREAS, the Publisher publishes advertisements for websites on the Publisher’s websites; WHEREAS, the Advertiser wishes to engage the Publisher for the purpose of publishing an advertisement on the Website on the Advertiser’s behalf (the “Advertisement”) on the terms and conditions as stated in the invoice terms and by accepting this online agreement.
1. WHEREAS, the Publisher wishes to publish the Advertisement on our Website(s) and agrees to do so under the terms and conditions of this Agreement and WHEREAS, each Party is duly authorized and capable of entering into this Agreement. NOW THEREFORE, in consideration of the above recitals and the mutual promises and benefits contained herein, the Parties hereby agree as follows: 1. PURPOSE. The Advertiser hereby engages the Publisher, and the Publisher hereby accepts such engagement, to perform the services described in the invoice terms (Agreement).
2. COMPENSATION. The total compensation for the Services shall be as set forth in the email invoice. Payments shall be made according to the payment schedule set forth in the email invoice.
3. TERM. This Agreement is effective as of the Effective Date and shall continue in force, unless otherwise terminated in accordance with in the email invoice.
4. RESPONSIBILITIES. (a) Of the Publisher. The Publisher agrees to do each of the following: (i) Place and publish the Advertisement on the Website as detailed in this Agreement and the invoice. Perform the Services in a workmanlike manner and with professional diligence and skill, using fully-trained, skilled, competent, and experienced personnel. (iii)Use best efforts to maintain the Website and to minimize any Website downtime or errors that affect or the constant display of the Advertisement during the Term. (iv)Maintain a commercially reasonable method for collecting information and data relating to the use and performance of the Advertisement, and report such information to the Advertiser as detailed in email invoice. The Advertiser agrees to do each of the following: (i) Provide all assistance and cooperation to the Publisher in order to enable the Publisher to place and publish the Advertisement on the Website. (ii) Provide initial information and deliver the Advertisement within (30) days of the Effective Date (the “Initial Advertisement”). Submit to the Publisher a complete Advertisement of acceptable quality, content, and format, as further detailed in the email invoice and as stated on the Publisher’s website.
5. CONFIDENTIAL INFORMATION. Each Party agrees, during the Term and [for a period of 5 years] thereafter, to hold in strictest confidence and not to use, except for the benefit of the Parties or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of the other Party, any Confidential Information. “Confidential Information” means any of the Parties’ proprietary information, technical data, trade secrets, or know-how, including, but not limited to, reports, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed to one Party by the other Party, either directly or indirectly. Each Party may use the Confidential Information to the extent necessary for negotiations, discussions, and consultations with the other Party’s personnel or authorized representatives or for any other purpose each Party may hereafter authorize in writing. At the request of either Party, the other Party must promptly return all copies of Confidential Information received from such Party, and must promptly destroy all other Confidential Information prepared by it in connection with this Agreement, including, without limitation, any notes, reports, or other documents.
6. PARTIES’ REPRESENTATIONS AND WARRANTIES. (a) The Parties each represent and warrant as follows: (i) Each Party has full power, authority, and right to perform its obligations under the Agreement. (ii) This Agreement is a legal, valid, and binding obligation of each Party, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors’ rights generally and equitable remedies). (iii)Entering into this Agreement will not violate the charter or bylaws of either Party or any material contract to which that Party is also a party. (b) The Publisher hereby represents and warrants as follows: (i) The Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Publisher shall obtain all permits or permissions required to comply with such laws, rules, or regulations. (ii) The Publisher shall notify the Advertiser of any changes to the Website that would [materially] change its target audience or the size. The Services required by this Agreement shall be performed by the Publisher or the Publisher’s staff, and the Advertiser shall not be required to hire, supervise, or pay any assistants to help the Publisher perform such Services. (iv)The Publisher is responsible for paying all ordinary and necessary expenses of its staff. (c) The Advertiser hereby represents and warrants as follows: (i) The Advertiser will make timely payments of amounts earned by the Publisher under this Agreement and as detailed in the email invoice. The Advertiser shall notify the Publisher of any changes to its procedures affecting the Publisher’s obligations under this Agreement at least 30 days prior to implementing such changes. (iii)The Advertiser shall provide such other assistance to the Publisher as it deems reasonable and appropriate. (iv)The content comprising each Advertisement and any website advertised by such Advertisement (each, an “Advertised Website”) is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, or violate any applicable laws, rules, or regulations. (v) The Advertiser has the right to sell the products or services contained within the content of the Advertisement. 8. INTELLECTUAL PROPERTY. (a) No Intellectual Property Infringement by Advertiser. The Advertiser represents to the Publisher and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content comprising any (i) Advertisement and (ii) Advertised Website are owned by the Advertiser, or that the Advertiser has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Publisher and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Advertiser. The Advertiser further represents to the Publisher that any domain names or URL listing for any Advertised Website does not infringe, dilute, or otherwise violate third-party rights or trademarks. (b) No Intellectual Property Infringement by Publisher. The Publisher represents to the Advertiser and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are owned by the Publisher, or that the Publisher has permission from the rightful owner to use each of these elements, and will hold harmless, protect, indemnify, and defend the Advertiser and its subcontractors from any liability (including attorneys’ fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Publisher. The Publisher further represents to the Advertiser that the Website’s domain name or URL listing does not infringe, dilute, or otherwise violate third-party rights or trademarks. (c) Advertiser Property Rights. All text, graphics, photos, designs, trademarks, service marks, trade names, hyperlinks, or other content comprising any Advertisement provided, leased, or licensed to the Publisher with respect to the Publisher’s performance of the Services are the sole property of the Advertiser, and the Publisher has no ownership or other intellectual property rights in or to such items. Without the prior written consent of the Advertiser, the Publisher will not use or mention the Advertiser’s name, or publish or distribute any materials provided, leased, or licensed to the Publisher, for any purpose not specified in this Agreement.
7. Publisher Property Rights. All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are the property of the Publisher and the Advertiser has no ownership rights or other intellectual property rights in or to.
8. ADVERTISEMENT SUBMISSION. (a) Delivery of Advertisement. The materials comprising the Initial Advertisement [and any Replacement Advertisement, as such term is defined in this agreement or by the email invoice must be delivered to the Publisher electronically via email to artwork@iaje.net [or, if the files are too large for electronic delivery, other online services such as Google or Box may be used.
Format of Advertisement. The Initial Advertisement [and any Replacement Advertisement, as such term is defined in this agreement or by email invoice shall be in the form set forth a format provided by the Publisher.
9. REVIEW OF ADVERTISEMENT; REJECTION AND REMOVAL. (a) Right to Review. The Publisher has the right, but not the duty, to review the Initial Advertisement [and any Replacement Advertisement] but does not accept responsibility or liability for any errors, inaccuracies, or inappropriate content in any Advertisement. (b) Right to Reject, Remove or Modify. The Publisher has the right, but not the duty, to reasonably reject or remove from the Website any Advertisement that it in good faith believes: (i) is not submitted in accordance with the standard of Antique Jewelry Magazine or Jewelry12.com. (ii) is not functional on or compatible with the Website through no fault of the Publisher; (iii)contains or links the Website to any pornographic, hate-related, violent, or other content that the Publisher reasonably deems objectionable; (iv)violates any applicable laws, rules, and/or regulations [or any of the Publisher’s policies]; and/or (v) breaches the Advertiser’s representations made under this Agreement. (c) Notice. The Publisher will notify the Advertiser in writing of any rejection or removal of any Advertisement made pursuant to above and the reason therefore within days of][immediately following][promptly after] such rejection or removal (the “Advertisement Rejection Notice”). Whenever possible, the Advertisement Rejection Notice shall also specify in sufficient detail any modification, including any additions, deletions, or other changes, the Publisher reasonably requests in order to enable the publishing of such Advertisement on the Website. (d) Resubmission; Alternate Submission. (i) Following receipt of an Advertisement Rejection Notice, the Advertiser may promptly either (i) modify the Advertisement and resubmit it to the Publisher or (ii) submit an alternate Advertisement for publication on the Website[; provided, however, that the resubmission of such Advertisement or submission of an alternate Advertisement will not be counted against the number of Replacement Advertisements permitted in by the agreement or stated in the email invoice.
10. INDEMNIFICATION. (a) Of Advertiser by Publisher. The Publisher shall indemnify and hold harmless the Advertiser and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys’ fees and disbursements (collectively, the “Claims”) that any of them may suffer from or incur and that arise or result primarily from (i) any gross negligence or willful misconduct of the Publisher arising from or connected with the Publisher’s carrying out of its duties under this Agreement, or (ii) the Publisher’s breach of any of its obligations, agreements, or duties under this Agreement. (b) Of Publisher by Advertiser. The Advertiser shall indemnify and hold harmless the Publisher from and against any and all Claims that it may suffer from or incur and that arise or result primarily from (i) its publication of the Advertisements on the Website pursuant to this Agreement or (ii) the email invoice to Online Advertising Agreement breach of any of its obligations, agreements, or duties under this Agreement; provided, however, none of the foregoing result from or arise out of the actions or inactions of the Publisher.
11. NATURE OF RELATIONSHIP. The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. Nothing in this Agreement shall create any obligation between either Party and a third party.
12 AMENDMENTS. No amendment, change, or modification of this Agreement shall be valid unless in writing and signed by both Parties.
13. ASSIGNMENT. Neither Party may, without the prior written consent of the other Party, assign, subcontract, or delegate its obligations under this Agreement, except that the Publisher may transfer the right to receive any amounts that may be payable to it for its Services under this Agreement, which transfer will be effective only after receipt by the Advertiser of written notice of such assignment or transfer.
14. SUCCESSORS AND ASSIGNS. All references in this Agreement to the Parties shall be deemed to include, as applicable, a reference to their respective successors and assigns the provisions of this Agreement.