This Agreement for Internet Advertising Services (the "Agreement") is made and effective on 23 March 2016
AND:street51.com(Internet Advertising Services provider. In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
A. street51.com owns and operates an Internet Site located at www.street51.com. street51.com 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"), it'll link is transported to the URL for the advertised site.
B. The Customer (member) owns and operates an Internet Site (the "www.street51.com").
2. ADVERTISING MATERIALS
a. The Customer agrees to submit to street51.com, on the day of acceptance of this Agreement, advertising materials to be used by street51.com which shall meet its Uniform Advertising Specifications set forth and described in the street51.com media guide.
b. street51.com has the right and option to approve, in its absolute discretion, the content of any advertising material that the Customer submits if street51.com finds that it does not meet its Uniform Advertising Specification, if it is objectionable to street51.com 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 street51.com sole discretion. If the street51.com rejects any adverting material that the Customer submitted, street51.com will notify the Customer. Even after street51.com accepts the advertising, the street51.com has the right to remove it if it does not function correctly or for any of the reasons described above. street51.com placing the advertising on its page does not signify its approval or waiver of the right to object to it in the future.
c. street51.com has the right to terminate this Agreement if street51.com removes or fail to approve any materials that the Customer submits in which case any prepaid advertising fee shall be returned to Customer. The Customer will not have any damages or other remedies, in law or in equity against street51.com for failing to place or removing any advertising except for the return of any unused prepaid advertising fees.
d. The Customer may periodically make changes to its advertising material which the street51.com must also approve. street51.com will charge a fee at its standard fee schedule rate for changing to the Customer advertising materials on street51.com site. The Customer will provide the street51.com with changed materials that Customer desires publish. street51.com will use its reasonable efforts to make the changes that Customer submits within 2 business days after street51.com approve the same.
3. SERVICES TO BE PROVIDED
a. street51.com does not guarantee any given amount of Impressions to Customer's page as a result of its advertising services unless a separate Impression Guarantee Addendum has been executed by both parties hereto.
b. street51.com will use reasonable efforts to make its Advertising Site available for display through the World Wide Web. street51.com is not responsible for periodic downtime for maintenance, backup, acts of God, and other circumstances beyond its control or which are a normal part of the Internet business.
c. street51.com will not place links to the Customer's website or website content in newsgroups, message boards, unsolicited email and other types of spam, chat rooms, guest books, IRC channels or through similar Internet resources. street51.com will be held accountable for any monetary damages suffered by the Customer, sustained through contravention of this Agreement. This will include, but not limit to punitive damages related to lost clients and brand deterioration.
d. street51.com shall be responsible for tracking Impressions to the Customer site through the advertisements that are included on its site. street51.com will report this information via Email on a monthly basis. The Customer will agree to treat this information as confidential. The Customer may use it for its internal business and marketing planning, but may not disclose it to third parties without an advanced written consent.
4. PLACEMENT OF THE ADVERTISING
street51.com reserves onto its own discretion all decisions and matters concerning placement of Customer's advertisement on pages of street51.com 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 street51.com Site.
In consideration of its advertising services, the Customer agrees to pay the advertising fees set forth on the fee schedule as published in the street51.com Media Guide. The Customer 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 the monthly billing cycle during the term hereof. street51.com will charge interest and service charges on monthly accounts that are delinquent at the maximum rates allowable by law. The Customer will be responsible for all collection costs and attorney fees if it is necessary to pursue collection efforts to collect on an account. street51.com reserves the right to suspend advertising services until Customer's account is brought current. street51.com as the right to terminate this Agreement if any advertising fee is delinquent.
6. PROPRIETARY RIGHTS
street51.com will retain all proprietary rights in and to its respective sites and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information. street51.com does not grant the other any rights in and to such proprietary material except that the Customer hereby grants the street51.com a non-exclusive license to use the advertising material provided, including its trademarks and copyrights, and the right to hyperlink to Customer's site from its site during the term of this Agreement. Upon termination of this Agreement, street51.com agrees to remove the hyperlink and the advertising materials provided from its site within a reasonable time.
7. REPRESENTATIONS AND WARRANTIES
a. The Customer represents and warrants that the advertising provided 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. The Customer also warrants and represents that it has the unrestrictive and exclusive right to use all such materials.
b. street51.com makes no warranties that the advertising contained on street51.com Site will be free from errors or defects or that the use of the hypertext link or access to its site will be uninterrupted. street51.com SPECIFICALLY DISCLAIMS 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 THE street51.com 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.
The Customer will indemnify and hold street51.com 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 the Customer has made to street51.com and otherwise arising directly or indirectly from the placement of its advertising materials on the street51.com Site.
9. FORCE MAJEURE
street51.com 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 its control.
The Customer may terminate this Agreement, with or without cause, by giving 2 days advance notice of its intent to terminate. Street51.com reserves the right to terminate this Agreement for any reason, with or without cause, upon 2 days written notice to Customer.
11. ENTIRE AGREEMENT
This Agreement and the Exhibits hereto constitute the entire agreement and understanding between the parties with respect to the subject matter hereof. It supersedes and replaces all previous discussions, negotiations, and understandings between the parties. This Agreement may only be amended by a written amendment signed by authorized representative of both of the companies.
The Customer is not permitted to assign its rights or responsibilities hereunder. If any dispute or lawsuit between the parties arises relative to this Agreement, the prevailing party will be entitled to an award of reasonable attorney fees and costs.
All notices called for herein shall be to the parties at the addresses contained in this Agreement and shall be by certified mail or email with return receipt requested or by reputable national overnight delivery service, such as Federal Express.
14. GOVERNING LAW
This Agreement shall be interpreted under the laws of Singapore. Any and all legal actions relative hereto shall be in the courts of Singapore.
15. Free Linking Agreement
a. LINKS PROVIDED
Subject to the terms and conditions of this Agreement, Target Website Owner hereby grants Linking Website Owner permission to provide a link linking from Linking Website Owner's Website to the home page of Target Website Owner's Website. Such link shall be placed on a webpage of the Linking Website that will be seen by users who load the Linking Website into their web browsers using industry standard (Netscape and Microsoft Internet Explorer, most current versions) and a 800 by 600 VGA monitor.
There shall be no linking fee, royalty or other compensation for the services of either party or related to the relationship created by this Agreement.
c. REPRESENTATION AND WARRANTIES
Neither party makes any representation, warranty or covenant with respect to the content of their web pages and neither party shall be liable to the other party for any liability arising from the content of the other party's website. Neither party shall have the duty to inform the other of changes to their respective websites; each party having the duty to monitor the content of the web page of the other party.
Either party may terminate this Agreement, with or without cause, by giving 10 days prior notice of intention to terminate. At the expiration of such 10 day period, the Linking Website Owner shall take all necessary steps to assure that the link is removed from its Website.
e. GOVERNING LAW
This Agreement is governed by and shall be interpreted under the laws of Singapore
f. ENTIRE AGREEMENT
This Agreement is the entire understanding between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous understandings, whether written or oral.