Website URL Submission Form

Website URL Submission and Services Agreement

Parties and Effective Date

This Website URL Submission and Services Agreement (the Agreement) is made effective as of Effective Date: by and between Submitter Name: Submitter Company: , and Recipient Name: Recipient Company: .

WHEREAS

WHEREAS, Submitter owns or controls certain online content accessible at one or more web addresses and desires to submit such URLs to Recipient for consideration, listing, indexing, evaluation, or related services; and

WHEREAS, Recipient provides services related to website review, listing, indexing, or promotional activities and is willing to accept submission of URLs subject to the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the parties agree as follows.

Scope of Work

Submitter will provide the following URL(s) and accompanying materials for Recipient's use as described in the Scope of Services. Recipient's obligations are limited to performing the services expressly described in the Scope of Services and any attachments incorporated herein.

Submission Details

License Grant and Permissions: Submitter represents and warrants that it has the full right, title and authority to submit the URL(s) and grant the rights set forth below. Select the license granted to Recipient for use of submitted URLs:

Non-exclusive license to reproduce, store, display and process the submitted URL(s) and publicly available content linked directly from those URL(s)

Limited license to include submitted URL(s) in directories, indexes, and promotional materials related to Recipient's services

Payment Terms

In consideration for the services identified in the Scope of Work, Submitter shall pay Recipient the fees described below.

Late payments shall accrue interest at on the overdue balance, or the maximum allowed by applicable law, whichever is less.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party if such breach remains uncured thirty (30) days after written notice.

Confidentiality

Each party shall protect Confidential Information of the other party with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is (a) publicly known through no wrongful act of the receiving party, (b) lawfully received from a third party without restriction, or (c) independently developed without use of the disclosing party's Confidential Information.

Representations, Indemnity and Limitation

Submitter represents and warrants that it owns or has the necessary rights to submit the URL(s) and that use of the submitted URL(s) as contemplated by this Agreement will not infringe third party rights. Submitter shall indemnify and hold harmless Recipient from any third-party claims arising from Submitter's breach of the foregoing representation. Except for willful misconduct or gross negligence, neither party's liability shall exceed the fees paid under this Agreement in the twelve (12) months preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction indicated by the parties: , without regard to its conflicts of law principles.

Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendments must be in writing and signed by authorized representatives of both parties.

Certification and Acknowledgements

By submitting this form and signing below, Submitter certifies that the information provided is true and correct, that Submitter has the authority to grant the rights described herein, and that Submitter understands Recipient's reliance on the representations and warranties contained in this Agreement.

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