Fill and Sign the Agreement between Sponsor Form

Agreement between Website Owner and Sponsor Agreement made on the ___ day of __________, 20___, between John Doe of (street address, city, county, state, zip code) , referred to herein as Website Owner, and Acme, Inc., a corporation organized and existing under the laws of the state of ______________, with its principal office located at (street address, city, county, state, zip code) , referred to herein as Sponsor. I. Definitions A. Banner. "Banner" means an electronic graphic file, whether supplied by Sponsor or a third party or designed by Website Owner for Sponsor under Section IV, which will appear on (name of website) . B. Banner Designation. "Banner Designation" means the Uniform Resource Locator ("URL") linked to Sponsor's Banner that may be accessed through Sponsor's Banner by an Internet user. C. Design Materials. "Design Materials" means any and all materials or instructions forwarded to Website Owner by Sponsor for use in designing Sponsor's Banner under Section IV. D. Net Contract Price. "Net Contract Price" means the total charges owed by Sponsor to Website Owner under this Agreement, exclusive of any applicable taxes, as indicated in Exhibit A which is signed by both parties and attached to this Agreement. E. Sponsorship Materials. “Sponsorship Materials" means the Banner, Design Materials, Banner designation and any Sponsorship Article provided under Section VI of this Agreement. F. (Name of website) . ( Name of website) means Website Owner's site on the Internet's World Wide Web located at the URL of website. 2. Sponsor’s Obligations A. Designation of Contract. Upon execution of this Agreement, Sponsor will designate, on the final page of this Agreement, a person within its organization responsible for all interactions with Website Owner regarding the subject matter of this Agreement ("Contact"). B. Delivery of Sponsorship Materials. Within seven days after the effective date of this Agreement, Sponsor will deliver to Website Owner: 1. A Banner conforming to the specification requirements in Section V, or if Sponsor has elected to have Website Owner design a Banner under the terms of Section IV of this Agreement, the Design Materials for use in designing Sponsor's Banner; and 2. The URL of the Banner Destination or, if Sponsor has elected to provide a Sponsorship Article under the terms of Section VI of this Agreement, the text of the Sponsorship Article in electronic form (ASCII or any manually agreeable word processing format). C. Rights in Sponsorship Materials. Sponsor is responsible for obtaining all licenses and permissions required to provide, distribute, use, display or access the Sponsorship Materials in all manners and methods contemplated by this Agreement. This obligation extends, but is not limited, to any Banner designed by Website Owner for Sponsor under this Agreement. III. Website Owner’s Obligations Website Owner will place one Banner belonging to Sponsor into rotation on (name of website) . Except as otherwise provided in Exhibit A , positioning of Sponsor's Banner on (name of website) is at the sole discretion of Website Owner. Sponsor's Banner will rotate on (name of website) while this Agreement is in force. IV. Design A. Banner Design Services. At Sponsor's option and for the additional charge indicated in Exhibit A , Website Owner will provide _____ hours of computer graphical design service for design or modification of one Banner. Additional design time may be purchased from Website Owner at an additional charge. B. Sponsor's Obligations. Upon completion of Sponsor's Banner, or any modifications to it, Website Owner will provide the Banner, or a graphical reproduction of it, to Sponsor for review. If Website Owner does not receive specific instructions for modifications to the Banner from Sponsor within 72 hours after providing the Banner to Sponsor, Website Owner will place Sponsor's Banner on (name of website) . C. Work for Hire. The parties agree that that any Banner designed by Website Owner for Sponsor shall be considered a work made for hire as defined by 17 U.S.C.A. § 101(2) . V. Banner Specifications Sponsor's Banner will conform to the following specifications:  Banner File Format: .gif or .jpg;  Banner File Size: Maximum of _______ bytes; and  Banner Dimensions: ______ pixels high by _______ pixels wide. Website Owner reserves the right to refuse, substitute or cancel any Banner or Banner Destination at any time and for any reason whatsoever, without limitation and regardless of whether it conforms to the specifications in this Section V. VI. Sponsorship Article Sponsor may provide to Website Owner relevant textual material to serve as the Banner Destination at a URL designated by Website Owner ("Sponsorship Article"). Any Sponsorship Article submitted may, at Website Owner's sole discretion, appear in various Website Owner services. Website Owner reserves the right to refuse, modify, substitute, cancel and delete any Sponsorship Article at any time and for any reason whatsoever, without limitation. VII. Reports Website Owner may provide Sponsor with reports indicating the number of times: (a) the banner was requested by (name of website) 's server and (b) a (name of website) user accessed Sponsor's Banner Destination. Website Owner makes no guarantee as to the accuracy of, nor shall Website Owner be liable to Sponsor for any claims relating to or deriving from, the information contained in such reports. VIII. Charges and Payment A. Sponsor agrees to pay Website Owner the Net Contract Price specified in Exhibit A . All charges under this agreement are payable to Website Owner within ____days of the billing date and are exclusive of sales, use, ad valorem, personal property and other applicable taxes, which are the responsibility of Sponsor. Website Owner may apply a surcharge to international Sponsors and Sponsors requiring non-English language applications. If full payment is not made within the above-specified time, Sponsor subsequently may be charged up to the maximum legal interest on any unpaid balance. Website Owner may modify Charges upon notice to Sponsor _____ days prior to the annual renewal date, including the first renewal date. All charges are payable in United States dollars and are nonrefundable. B. If the Net Contract Price is less than $________, Website Owner will bill Sponsor for all charges payable under this Agreement promptly after this Agreement is approved by Website Owner. C. If the Net Contract Price is $_______or greater, Sponsor will pay to Website Owner ___% of the Net Contract Price upon approval of this Agreement by Website Owner. Sponsor will be billed for the remainder of the Net Contract Price, and for any additional charges, _____ days after such approval. D. Sponsor will be billed upon expiration of the Initial Term (as defined in Section XIII) and subsequently on an annual basis during the term of this Agreement based on any modifications made to the Banner and on the then-current Sponsorship rates. E. Website Owner will bill Sponsor for any subsequent additional charges incurred under this Agreement, whether additional design charges or other charges, promptly after such charges are incurred. IX. Sponsor Representations and Warranties A. Sponsor is solely responsible for any legal liability arising out of or relating to the Sponsorship Materials. Sponsor represents and warrants to Website Owner that it has full authority to provide and use the Sponsorship Materials as contemplated by this Agreement, and that such provision and use of the Sponsorship Materials do not and will not violate any copyrights, trademarks, trade secrets or other proprietary rights of any third party or create any liability to any third party. Sponsor further warrants that the Sponsorship Materials do not contain any matter that is defamatory or which may cause injury or result in damage to any third party and that the Sponsorship Materials do not contain any matter that is false or deceptive. B. Sponsor also represents and warrants that it will comply with all applicable laws and rules or regulations regarding attorney ethics, conduct and advertising in its performance under this Agreement. Sponsor acknowledges that any breach of Sponsor's representations and warranties in this Agreement is a material breach of this Agreement. Sponsor shall defend, indemnify and hold harmless Website Owner from and against any and all third-party claims, actions, causes of action, liabilities, damages, costs, and expenses, including attorneys' fees, arising out of or related to any facts or alleged facts which, if true, would constitute a breach of such representations or warranties. X. Disclaimer of Warranty Website Owner shall have no liability whatsoever for any claim(s) relating to any Internet user's inability to view Sponsor's Banner or access Sponsor's Banner Destination through Sponsor's Banner. (Name of website) , AND ANY SERVICES PROVIDED ON IT, ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OMISSIONS, COMPLETENESS, CURRENTNESS AND DELAYS. NEITHER WEBSITE OWNER NOR ITS AFFILIATES OR AGENTS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED UNDER THIS AGREEMENT, THAT DISPLAY OF SPONSOR'S BANNER UNDER THIS AGREEMENT WILL BE UNINTERRUPTED, OR THAT DISPLAY OF SPONSOR'S BANNER OR THE ABILITY OF ANY INTERNET USER TO ACCESS SPONSOR'S BANNER DESIGNATION THROUGH SPONSOR'S BANNER WILL BE ERROR FREE. XI. Limitation of Liability WEBSITE OWNER'S, ITS AFFILIATES' AND ITS AGENTS' ENTIRE LIABILITY UNDER THIS AGREEMENT, IF ANY, FOR ANY CLAIM(S) FOR DAMAGES RELATING TO THIS AGREEMENT WHICH ARE MADE AGAINST THEM, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) SHALL BE LIMITED TO THE AMOUNT OF CHARGES PAID BY SPONSOR RELATIVE TO THE PERIOD OF OCCURRENCE OF THE EVENTS WHICH ARE THE BASIS OF THE CLAIM(S). IN NO EVENT WILL WEBSITE OWNER, ITS AFFILIATES OR ITS AGENTS BE LIABLE FOR ANY LOST PROFITS OR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THIS AGREEMENT OR RELATING IN WHOLE OR PART TO SPONSOR'S RIGHTS UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. XII. Limitation of Claims Except for claims relating to charges, no claim, regardless of form, which in any way arises out of this Agreement, may be made, nor action based upon such claim brought, by either party more than one year after the basis for the claim becomes known to the party desiring to assert it. XIII. Term and Termination A. Term and Renewal. This Agreement will become effective on the date of execution and will continue in force for 13 months after such approval . Subsequently, renewal will be automatic for successive one-year periods unless either party gives notice of non-renewal to the other party at least ________days in advance of any renewal date including the first renewal date. B. Termination by Website Owner. Notwithstanding the foregoing, Website Owner may terminate this Agreement immediately upon delivery of written notice of termination to Sponsor. C. Obligations Upon Termination. Upon any termination of this Agreement, Website Owner shall, within a reasonable period of time, delete Sponsor's Banner from Website Owner's server. Sections IX, X, XI, XII and XIV shall survive any termination of this Agreement. XIV . Agency The parties to this Agreement are independent contractors. Neither party is an agent, representative or partner of the other party. Neither party shall have the right, power or authority to enter into any Agreement for or on behalf of, or to incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create association, joint venture or partnership between the parties or to impose any partnership obligation or liability on either party. XV. Assignment Sponsor may not resell, assign or transfer any of its rights or obligations under this Agreement, in whole or in part, without Website Owner's prior written consent, and any attempt to so resell, assign or transfer will be null and void. XVI. Notices All notices under this Agreement must be given in writing to Website Owner at the above stated address of Owner , and to Sponsor: (a) in writing at the above stated address of Sponsor ; (b) via online or facsimile communications; or (c) at such other addresses as the parties may mutually agree. XVII. Entire Agreement This Agreement, including any and all exhibits, comprises the entire understanding between Website Owner and Sponsor with respect to, and supersedes any prior understanding or agreement, oral or written, relating to, the subject matter of this agreement. XVIII. General Provisions This Agreement will be governed by and construed under the laws of the state of ____________ . Except as provided in this Agreement, Website Owner may amend the terms and conditions of this Agreement upon ________ days prior notice. Should any provision of this Agreement be held void, invalid, unenforceable or illegal by a court of law, the remaining provisions will remain valid and enforceable. Failure to enforce any provision of this Agreement will not constitute or be construed as a waiver of such provision or of the right to enforce such provision. XIX. Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. WITNESS our signatures as of the day and date first above stated. ACME, INC. ____________________________ By________________________ JOHN DOE (Name and Office in Corporation) (Attach Exhibit A)