Community Link Agreement Form

COMMUNITY LINK AGREEMENT FORM

This Community Link Agreement ("Agreement") is entered into as of by and between Community Organization Name: with Address: (hereinafter "Host"), and Partner Name: with Address: (hereinafter "Linking Party"). Host and Linking Party are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Host operates an online community resource and directory and maintains web pages and associated resources upon which links to community partners may be published; and

WHEREAS, Linking Party desires that Host publish a link to Linking Party's community resource in the manner described in this Agreement, and Host agrees to provide such linking subject to the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to define the respective rights, obligations, and limitations relating to the creation, display, maintenance, and removal of the link.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Linked Content" means the specific destination URL provided by Linking Party for the link. Linked Content URL:

1.2 "Link Placement" means the specific location on Host's site where the link will appear, as described in Attachment A: Link Specifications.

2. GRANT OF LINK

2.1 Publication. Subject to the terms of this Agreement, Host agrees to publish and maintain a link from Host's website to the Linked Content for the Term specified in Section 5. Publication shall conform to the specifications set forth in Attachment A.

2.2 Link Type. Select the agreed link type(s): One-way link Reciprocal link Logo link Text link

2.3 Link Attributes. Unless otherwise agreed in Attachment A, Host will implement the following attributes as indicated: Open in new window/tab rel="nofollow"

3. LINK CONTENT AND DISPLAY

3.1 Content Responsibility. Linking Party warrants that the Linked Content and any anchor text, images, or logos supplied to Host do not contain unlawful material, infringe third party rights, or violate applicable standards for community content.

3.2 Branding and Materials. If Linking Party supplies a logo or image, Linking Party shall deliver files in the format and dimensions specified in Attachment A. Alt text for image links:

4. MAINTENANCE; REMOVAL

4.1 Monitoring and Repair. Host shall use commercially reasonable efforts to ensure the link remains functional. If the link becomes nonfunctional, Host will remedy the link within calendar days after receiving notice as provided in Section 11.

4.2 Removal. Host may remove or disable the link immediately if Host reasonably determines the Linked Content violates Section 3.1 or otherwise exposes Host to legal risk. Host will provide Notice in accordance with Section 11 stating reasons for removal.

5. TERM AND TERMINATION

5.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided herein. Renewal shall be by mutual written agreement.

5.2 Termination for Convenience. Either Party may terminate this Agreement for convenience upon days' prior written notice to the other Party.

5.3 Effect of Termination. Upon termination, Host shall remove the link within a commercially reasonable time, not to exceed the period specified in Section 4.1, and neither Party shall have liability for removal or cessation of services after such period except for obligations accruing prior to termination.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1 Each Party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Linking Party further represents that the Linked Content will not (a) infringe or misappropriate any third party intellectual property right, (b) contain unlawful material, or (c) violate any applicable law or regulation.

6.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY FURTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. INTELLECTUAL PROPERTY

7.1 License. Linking Party grants Host a nonexclusive, royalty-free, revocable license to use Linking Party's trade names, trademarks, logos, and other branding solely as necessary to display the link in the manner set forth in Attachment A. All goodwill generated by such use shall inure to the benefit of Linking Party.

7.2 Restrictions. Host shall not use Linking Party's marks in any manner that disparages Linking Party or is outside the scope of this Agreement.

8. INDEMNIFICATION

8.1 Indemnification by Linking Party. Linking Party shall indemnify, defend and hold harmless Host and its officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of or relating to a breach of Linking Party's representations or warranties or the Linked Content.

8.2 Indemnification by Host. Host shall indemnify, defend and hold harmless Linking Party from and against claims arising from Host's gross negligence or willful misconduct in implementing or maintaining the link.

9. LIMITATION OF LIABILITY

EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, AND IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of nonpublic information disclosed in connection with this Agreement and to use such information only to perform obligations hereunder. Confidential information does not include information that is publicly known or rightfully received from a third party without restriction.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact details below. Notices shall be deemed given upon delivery if by hand, upon confirmed receipt if sent by certified mail, and upon transmission if sent by electronic mail with delivery confirmation.

12. AMENDMENTS; WAIVER; ASSIGNMENT

This Agreement may be amended only by a writing signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right shall constitute a waiver. Neither Party may assign this Agreement without the prior written consent of the other, except in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound by this Agreement.

13. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that State for any action arising out of this Agreement.

14. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, including Attachment A and any other written attachments, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

ATTACHMENT A — LINK SPECIFICATIONS (DETAILS)

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