This Agreement for Internet Advertising Services (the “Agreement”) is made effective as of the acceptance date of this agreement. Between: Agape Space, LLC a corporation organized and existing under the laws of the State of Georgia AND:___________, herein described as the Customer.
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
Agape Space, LLC owns and operates the Internet Site located at agapespace.com. This Internet Site 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”), a new window is opened and the User is transported to the URL for the advertised site.
Agape Space, LLC has the right and option to approve, in its absolute discretion, the content of any advertising material that the Customer submits. If Agape Space, LLC finds that it does not meet its Uniform Advertising Specifications, if it is objectionable to agapespace.com in any way, if it contains false or misleading information, if it contains any illegal information, if it contains any inappropriate, vulgar or pornographic items, or for any other reason, agapespace.com can choose, at its sole discretion, to reject the advertising material submitted by the Customer. If the agapespace.com rejects any advertising material that the Customer submitted, Agape Space, LLC will notify the Customer, and refund any prorated amount of compensation paid by the customer to be determined by Agape Space, LLC within 45 days. Even after Agape Space, LLC accepts the advertising, Agape Space, LLC has the right to remove it if it does not function correctly or for any of the reasons described above. Agape Space, LLC placing the advertising on its page does not signify its approval or waiver of the right to object to it in the future.
1. SERVICES TO BE PROVIDED
Agape Space, LLC will use reasonable efforts to make its Advertising Site available for display through the World Wide Web. Agape Space, LLC 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.
2. FINANCIAL CONSIDERATION
Both parties agree to the terms and conditions as outlined in “Amendment A” governing Financial Consideration.
3. PLACEMENT OF THE ADVERTISING
Agape Space, LLC reserves at its own discretion all decisions and matters concerning placement of Customer’s advertisement on pages of agapespace.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 agapespace.com Site.
5. PROPRIETARY RIGHTS
Agape Space, LLC 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. Agapespace.com does not grant the other any rights in and to such proprietary material except that the Customer hereby grants Agape Space, LLC 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, Agape Space, LLC agrees to remove the hyperlink and the advertising materials provided from its site within a reasonable time.
Agape Space, LLC makes no warranties that the advertising contained on agapespace.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. Agape Space, LLC specifically disclaims all express and implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement on the rights of third parties. In no event shall Agape Space, LLC 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 a possibility.
The Customer will indemnify and hold Agape Space, LLC 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 agapespace.com and otherwise arising directly or indirectly from the placement of its advertising materials on the agapespace.com Site.
8. FORCE MAJEURE
Agape Space, LLC 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.
9. 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 Agape Space, LLC and the Customer.
The Customer is not permitted to assign its rights or responsibilities hereunder.
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 or by reputable national overnight delivery service, such as Federal Express.
11. 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. Neither party will restrict the normal business activities or actions or decisions of the other under this agreement.
Either party may terminate this Agreement, with or without cause, by giving 30 days prior notice of intention to terminate. At the expiration of such 30 day period, the Linking Website Owner shall take all necessary steps to assure that the link is removed from its Website.
13. GOVERNING LAW
This Agreement is governed by and shall be interpreted under the laws of the State of Georgia.
14. 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.
Agreed and Accepted by:
_____________________________________ Date ________
_____________________________________ Date ________
Agape Space, LLC Representative