Advertising AD Agreement

ADVERTISING AD AGREEMENT

THIS ADVERTISING AD AGREEMENT ("Agreement") is made effective as of Effective Date: by and between Advertiser Name: and Publisher Name: .

WHEREAS

WHEREAS, Advertiser desires to purchase advertising space and related placement services from Publisher for the purpose of promoting Advertiser's goods or services on the Publisher's media channels under the terms and conditions set forth below.

WHEREAS, Publisher operates the advertising platforms and has the ability to place, display and/or distribute Advertiser's creative content in accordance with Publisher's technical specifications and schedule.

WHEREAS, the parties wish to set forth the scope, payment terms, confidentiality obligations and other material business terms governing the placement of advertisements.

SCOPE OF WORK

Proposed Run Dates: Start to End . Publisher will use commercially reasonable efforts to place advertising consistent with approved creative, specifications and schedule.

PAYMENT TERMS

Deposit Amount (if any):   Invoices due within days of invoice receipt.

Late Payment: Unpaid amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Eligible Collections Costs will be recoverable by the prevailing party. Late fee percentage: % per month.

TERM AND TERMINATION

Term Commencement Date: ; Termination/Expiration Date: .

Either party may terminate this Agreement for cause upon material breach by the other party if such breach is not cured within days after written notice. For convenience, either party may terminate with prior written notice of days, subject to payment for services performed through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, creative and financial information disclosed by one party to the other in connection with this Agreement. Recipient shall (a) hold Confidential Information in confidence, (b) not use Confidential Information except to perform obligations under this Agreement, and (c) not disclose Confidential Information to any third party except to its employees, agents or contractors on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein. Confidential Information excludes information that is or becomes publicly known through no fault of the recipient, is already rightfully known by recipient prior to disclosure, or is independently developed by recipient. The confidentiality obligations survive termination for three (3) years.

INTELLECTUAL PROPERTY & CONTENT

Advertiser represents and warrants that it has all rights, licenses and authorizations necessary to grant Publisher the non-exclusive license to use, reproduce and display the supplied creative for the Term of this Agreement. Advertiser retains all ownership in its pre-existing intellectual property. Publisher shall have a limited, non-exclusive license to use the creative solely for the purposes of fulfilling this Agreement. Publisher may remove or refuse to run any content that, in Publisher’s reasonable judgment, violates applicable law or Publisher's content policies.

WARRANTIES, INDEMNITY AND LIMITATION OF LIABILITY

Each party warrants that it has authority to enter this Agreement. Advertiser shall indemnify and hold Publisher harmless from any claim arising from the content of Advertiser's creative, including third-party claims of intellectual property infringement or false advertising, except to the extent caused by Publisher's gross negligence or willful misconduct. Except for indemnification obligations, neither party shall be liable for incidental, consequential, special or punitive damages. Each party’s aggregate liability for direct damages arising from this Agreement shall not exceed the total amounts paid by Advertiser to Publisher under this Agreement during the six (6) month period preceding the claim.

CANCELLATION, MAKEGOODS AND ADJUSTMENTS

Cancellation by Advertiser after creative approval or within five (5) business days of scheduled run requires payment for work performed and a reasonable cancellation fee. If Publisher fails to run ad placements in material accordance with the agreed schedule and specifications, Publisher will provide makegoods or credits reasonably calculated to compensate Advertiser for shortfalls; such remedies constitute Advertiser's sole and exclusive remedy for placement failures.

NOTICES

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any disputes shall be resolved in the state or federal courts located in that jurisdiction.

This Agreement, including all exhibits and attachments incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment or modification of this Agreement is binding unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Publisher may assign to an affiliate or successor in connection with a transfer of substantially all of its business. Headings are for convenience only and do not affect interpretation.

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