Online Advertising Agreement

Agreement on online advertising

Annex C to the Online Advertising Contract. General Terms and Conditions for Online Advertising Contracts. Online advertising agreement is an agreement between a website owner and a customer to sell the customer's products on their website. Advertiser agrees to advertise with a subsidiary of Beasley Broadcast Group, Inc. d/b/a Beasley Media Group.

Checklist of the most important points to consider when drafting or negotiating an online advertising contract.

Advertising Web Agreement - Free Template | Sample

Is an agreement between a website owner and an advertisers who wants to buy advertising on your website. When you buy advertising spaces on a website or sell them to an advertisers, it is important that you make all the agreement provisions in written form.

Please use this website advertising agreement if: Would you like to define the requirements for someone who advertises on your website? Are there any features of the website advertising contract? Promotional enquiries; editing checks; payments; relevant guarantees and exemptions. Incorporate other website advertising agreement names: General business rules for website advertising; contract for website advertising.

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Online-Advertising Agreement for Website-Hosted Advertisements

The Online Advertising Contract (this "Contract") is hereby concluded on this [insert day] of [insert month], 20[__] (the "Effective Date"), by and between [name of Hosted Provider], with its office at [insert address] (the "Hosted Provider"), and "you", i.e. the Candidate, with its office at [insert address] (the "Customer"), on the following terms:].

configures to promote third-party advertising. Client wants to buy advertising spaces (each an "Ad" or "Ad") on the Host Site to either show text-based description or banner/buttons of its advertiserbased website (the "Advertised Website") in conjunction with hyperlinks or "hotlinks" that, when left clicking with the mouse, transport traffic from the Host Site to the Advertised Website.

You hereby authorize the Host Provider's Service to perform Advertising(s) on the Host Site in accordance with the following provisions. Filing of advertising(s). All advertisements shall be submitted by the Client to the Host Provider in accordance with the Host Provider's written specification for the Advertising Entries.

In good faith and at its sole discretion, the host provider may refuse any advertisement that is not in the correct form and/or any advertised website that is not substantially operational and/or that the hosting provider deems inappropriate to be linked to the hosting website, provided, however, that the hosting provider first provides the client with a full explanation of the non-compliance together with a suitable occasion to rectify such non-compliance (subject to all time limits in force as outlined herein).

In the event that the Host Provider refuses an Advertisement and the Customer is not able or willing to follow the Host Provider's Deposit Policy, the positioning and posting of such Advertisement shall be considered to have been canceled and Section 10. Advertising charge. A promotional charge (the "Fee") is payable by the Customer to the Host Provider as consideration for the creation, positioning and operation of a particular advertisement on the Host Site in accordance with these Conditions.

b) Click-through commission/third auditor. Additionally to the fee, the Customer undertakes to make a payment to the hosting provider[___] cent(s) ($0. [__]) per online click of a user who accesses the advertised website through the hosting provider's placing of the relevant advertisement on the hosting site, as well as an additional[___] cent(s) ($0. [__]).

per online shopping made by such an online click (individually and jointly the "Commission"). For prepayments made by the client at least ten (10) business days prior to the due date, a 2% rebate shall be applied. As part of the calculation of the click-through and buying rate set forth herein, a third-party online advertising analysis tracking tool (the "Third-Party Tracker ") will be chosen and rented from the host provider (the selection of which is based on the customer's prior written consent in good faith, which may not be unduly withheld).

Third-party tracker is fully indemnified by the host provider and has the following responsibility to the parties: Third Party Tracker tracks the information reasonably solicited by the third party and reports its results (sufficiently detailed and in writing) to host providers and customers on a per month by month base.

This information includes, without restriction, the number of unambiguous users/visitors referenced by the advertisement to the advertised website and the precise percent of those who actually made a purchase of goods and/or service from the advertised website. If the Third Party Tracker requests the Third Party Tracker to deploy Web server based applications on its Web server that hosts the Web Site, the Web Server Provider will reasonably collaborate with the Third Party Tracker to perform the functions of the Third Party Tracker.

Your hosts provider will not attempt to change the program once the Third Party Tracker has fully deployed it. The client is obliged to reasonably collaborate with the Third Party Tracker if the Third Party Tracker requires the client to deploy on its web server that hosts the advertised website web based applications to perform the functions of the Third Party Tracker.

Client will not attempt to modify the Tracker once the Third Party Tracker has fully loaded the Tracker. {\a6}(c) Host site metrics. In addition, the host provider will make available to the client detailed information on the number of general host site visits on a per months base. If the number of visits for a particular period is at least [five per cent (5%)] less than the number specified in Appendix "A", the Client shall be eligible for a rebate of [twenty per cent (20%)] on his commission for that period, unless otherwise specified.

Insofar as this [5%+] shortfall persists for at least [two (2) successive months], the Client is authorized to cancel this Agreement (as a substantial violation of this Agreement by the Host Provider) in accordance with the terms of notice stipulated herein. Client shall be liable for interest on all [undisputed] sums more than [thirty (30) days] past due at less than [one and a half per cent (1.5%)] or the highest permitted amount under current laws, together with all [reasonable and necessary] Host Provider debt recovery charges, inclusive of, but not limited to, [outside] attorneys' attorney's attorney charges and charges associated there with.

Hoster Provider retains the right, in its absolute judgment, to define any matter relating to the configurations of equipment, sofware, telecommunications, system component, advertising category and other administration or operating affairs for the Hoster Site that it considers necessary or useful in the ordinary course of doing business. Sponsor does not provide a guarantee of location to Client in relation to Advertisements placed herein, but undertakes to make every effort (subject to Sponsor's customary commercial practices) to meet Client's demand in writing in this regard.

Sponsor undertakes not to post any third parties' advertisements and/or a hyperlink to a third parties' promoted website on Sponsor's website if the relevant Unit is a customer's immediate rival during the term (as herein defined). Property rights. Either you ( or an identifiable third party) own their own Web sites and all materials and contents on them.

Except where the Client provides the Host Provider with a restricted, non-exclusive, non-transferable licence to set up and view ads (including identifiers therein ) on the Host Site in accordance with the conditions herein and an Applicable Insert Order, nothing herein shall grant the other Party any right, title or licence to any of the IPRs of either of the parties.

The Host Provider shall immediately disable the Display(s) upon expiry or expiry of this Agreement. Except as expressly provided herein, nothing herein shall grant either of the parties the right to post or use [not to be unduly denied] the other's trademarks, service marks, logos and/or other distinguishing marks in any advertising, solicitation, news announcement and/or other promotional or advertising material without the other' express permission in writing.

Irrespective of the above, a brief, non disparaging reference by either of the parties to the Agreement herein (without giving any detail of any kind and/or using any of the other party's marks) shall not be construed as a violation of this Agreement and/or the Privacy Policy below.

None of the parties (each, a "Receiving Party") and their respective officers, directors, employees, consultants, advisers, sub-contractors, unrelated parties, subsidiary companies and affiliated companies (collectively, the "Agents") shall be permitted to be without the other during the duration of this Agreement and for a subsequent or subsequent specified time of [ two (2) years ], an " "Disclosing Party"") gives in each case previous in writing [(not unduly withheld)] permission to reveal or otherwise make available to another individual or organization information about the disclosure party's intentions (whether such information was obtained as of the date of this Agreement or during its continuation),

Advertising, Promotions, Innovations, Charges, Advertising or Productive Designs, Clients, Technology, Computer Applications, Computer System, Trading Techniques, Vendor Margin, Costs of Goods, Material Costs, Financial Resources, Results of Operations or other Transaction Matters (including, but not limited to, Host Provider Charges) or other protected or sensitive information of the disclosing partner (the "Confidential Information").

i) is or becomes known to the general public except through direct or indirect publication by the recipient or its representative; ii ) the Recipient has been or will be provided on a non-confidential manner from a different resource than the disclosing or affiliated company, provided that such resource is not and was not tied to the [actual/constructive] know-how of the Recipient, is tied by a nondisclosure agreement with the disclosed or affiliated company, or is otherwise prevented from providing such information by agreement, deed, or trust commitment to the disclosed, affiliated company, or third parties;

ii ) be legally disclosable, provided that the recipient informs the disclosure partner and provides the possibility to apply for an appropriate protection order at its own cost. The information which must be kept confidential in accordance with these provisions may, of course, be communicated by the recipient to agents who need to know such confidential information in order to fulfil their contractual duties.

These Representatives will be notified of the sensitive character of such sensitive information before any such disclosures are made and shall consent [in writing] to be bound thereby. Nondisclosure Policy herein also applies individually to each of the subcontractors or unrelated contractors chosen by the Host Provider, and the Host Provider is obligated to notify such third party of any sensitive and copyrighted information contained in any work assigned to such work.

Sponsor must accept that such individual is subject to no less strict non-disclosure obligations than those stated herein. Any confidential information made available to the recipient partner by the Disclosing Partner or a third person at the latter's demand shall be and shall continue to be the property only of the Disclosing Partner.

Any and all copy of such Confidential Information in writing, graphically or otherwise accessible shall be returnable to the disclosing partner at any moment upon prior notice in writing by the disclosure partner or upon cessation of this Agreement for any cause whatever, except as provided in this Agreement. Conformity with the laws, rules and regulations of advertising.

Client agrees that it is the Host Provider's policies to generally carry out advertising promotions that are not intended to transmit unrequested (i.e., spam) emails to receivers (unless authorised by federally law), distribute advertisements that are in any way incorrect or deceptive, abuse or abuse another party's proprietary notices and/or other third parties' proprietary notices of any kind, transmit messages of indecency to receivers, and/or use emails or other types of message to engage in unlawful or unethical activity of any kind, including any kind of message, in any way, including, but not limited to, sending or receiving unauthorised (i.e., spam) emails to receivers.

The Client and Host Provider each undertake not to take any action that is incompatible with this Directive and to inform all their staff and representatives of this Directive to help assure adherence to this Directive. Violation of this Section shall be deemed a substantial violation of this Agreement leading to immediate right of cancellation.

Either side also consents to cooperating reasonably with the other side in its endeavours to comply with a user's data security preferences and to cease to receive e-mail. In addition, in relation to all trace service (i.e. online users' personally identifiable information and web search history), the notifying partners acknowledge and acknowledge that the consumers' right to privacy will be a top policy of the customer and the host provider.

Every customer and host provider is committed to the protection of the consumer's private life, takes all commercial measures to protect that private life and adheres to honest data gathering practice with regard to each of its services under this Agreement. Accordingly, each of the parties represent and warrants that it will act in full accordance with all Federal Trade Commission policies and all other relevant statutes, codes and statutes then in effect relating to the gathering, use and disclosure of information collected from users.

Sponsor hereby consents to making every economically justifiable effort to safeguard all material provided by or on account of Customer to Sponsor under this Agreement. Irrespective of the above, the host provider shall not be held responsible for any losses, costs or damages to the provider, but only to the extend that such losses, costs or damages are not attributable to the carelessness or wilful default of the provider (or its staff or agents).

If any such losses, expenses or damages are caused by any act or omission of the Host Provider (or any of the Host Provider's employees or agents), the Host Provider shall promptly refund to Customer all reasonably incurred expenses in connection with the replacement or repair of such materials]. Either of the Parties assures and guarantees that it is properly organised, in force and in good repute in its founding State and has full competence and authority to conclude this Treaty and to perform its duties under it.

Client further assures and guarantees to Host Provider that the content of all definitive information and material that Client makes available to Host Provider under this Agreement (without alteration by Host Provider and upon use expressly approved by Client) will be in the best interests of Client: in all respects; (ii) do not infringe any laws, rules or requirements (including any advertising regulations) and/or the Conditions herein; and (iii) do not infringe the legal right of any third parties of any individual or legal entity (including but not limited to IP, data protection or the public).

Furthermore, the hosting provider assures and guarantees the following to the customer: i) The hosting provider may not, in any event, make any changes to the customer's final advertising copy without the previous consent of the client in writing and may use such information and material only to the extent approved by the client and in no other way and for no other purposes; and ii) The hosting site (in whole or in part) and any material or information provided to the client by or on account of the hosting provider to the best of the hosting provider's knowledge:

aa) is truthful and correct in all respects; bb) does not infringe any laws, rules or requirements (including any advertising regulations) and/or the Conditions herein; and cc) does not infringe the right of any third parties of any individual or legal entity (including but not limited to IP, data protection or advertising rights).

Either of the parties shall compensate, represent and warrant to the other that the other shall be free from and against all cost, damage, losses or expense, whether or not limited to attorneys' fees and related charges, resulting from any violation by any such third parties (including but not limited to their assurances and warranties) and/or neglect or wilful default on the part of the other.

Compensated Parties shall promptly notify the Compensating Parties in writing of any Claims and shall give the Compensating Parties full review of their defence and compositions and shall co-operate in all appropriate ways with the Compensating Parties, their insurers and their attorneys in defending such Claims at the Compensating Party's cost.

Such indemnification shall not extend to actions for which the compensating party has failed to notify the compensating party without undue delay but only to the extend that the absence of such notification affects the defence of the action. Compensating Claimant shall not resolve any dispute (not unduly reluctant, conditional or delayed) without the previous consent in writing of Compensated Claimant.

Each party acknowledges and agrees that the following terms and shall be deemed essential to this Agreement and shall constitute a true and equitable sharing of risks between the parties: VIS-À-VIS -PROVER DOES NOT GIVE THE CLIENT ANY EXPRESS OR IMPLIED GUARANTEE OR WARRANTY THAT THE HOST-SITE WILL BE UNINTERRUPTED, FULLY FUNCTIONAL OR ERROR-FREE AT ALL TIMES.

THE HOST-PROVIDER IS NOT RESPONSIBLE FOR ANY CONSEQUENCE RESULTING FROM AN SERVICE FAILURE, MALFUNCTION OR MISTAKE. VIS-À-VIS THE HOST SERVICE PROVIDERS, THE CLIENT DOES NOT GIVE ANY EXPRESS OR IMPLIED GUARANTEE OR ASSURANCE THAT THE USE OF THE WEBSITE IS UNINTERRUPTED, FULLY FUNCTIONAL OR ERROR-FREE AT ALL TIMES. CUSTOMERS SHALL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENTIAL DAMAGES RESULTING FROM BUSINESS INTERRUPTIONS, MALFUNCTIONS OR ERRORS.

SUBJECT TO THE EXPRESS PROVISIONS OF THIS AGREEMENT, THE HOST DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY AND DOES NOT DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, ACCURACY, INTEGRATION AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE HOST SITE. WITH THE EXCEPTION OF THE PARTIES' PARTICULAR COMPENSATION DUTIES UNDER THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ACCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNISHABLE DAMAGE, WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE, TO THE OTHER PARTY, EVEN IF CAUSED BY NEGLIGENCE, WHETHER ARISING OUT OF OR IN CONNECTION WITH THE BREACH OF CONTRACT, DELAY, INCONVENIENCE, BUSINESS INTERRUPTION, GOODWILL OR REPUTATION, OR COST RECOVERY, OR FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNISHABLE OR PUNISHABLE ACTION, WHETHER ARISING OUT OF OR IN CONNECTION WITH THE BREACH OF CONTRACT, THE BREACH OF CONTRACT, THE TORT, NEGLIGENCE OR OTHERWISE.

THE TOTAL INSURANCE OF EACH PARTY FOR ALL RIGHTS IN CONNECTION WITH THIS AGREEMENT IS RESTRICTED TO AN AMOUNT EQUAL TO THE SUM OF THE AMOUNT OF MONEY THE CLIENT HAS PAYED TO THE HOST UNDER THIS AGREEMENT. ALLEGATIONS TO BE REFERRED TO IN THIS SECTION MUST BE ESTABLISHED WITHIN ONE YEAR FROM THE EVENT TO WHICH THEY ARE RELATED, OR SHALL BE SUBJECT TO A LIMITATION PERIOD OF FOREVER.

Either of the parties shall provide the following cover at its own costs and expenses: Those policy are drawn up in the United States and authored by a recognised insurer with an A.M. Best Company Ratings of "A-" or better in the latest issue of the Best's Insurers Guide and Key Ratings and designate the other as an additional policyholder.

This Agreement's duration (the "Term") shall begin on the Effective Date and shall extend over any applicable Effective Date during which an Insertion Order is in effect (subject to notice of cancellation as described below). Either of the parties may terminate this Agreement immediately without further notice or responsibility to the other if::

i) the other counterparty is in contravention of any U.S. regulation. any state or federal statute, rule, regulation or regulation (including but not limited to any advertising statute in force); (ii) the other fails otherwise to comply with any condition, guarantee or representation of this Agreement (and/or fails to comply with the equitable and appropriate "moral clause" of the non-infringeing Party as generally construed in the Code of Business Conduct) and, if such failure or failure is remedilable, shall remain irreparable for a time of [ seven (7) days] after receiving notification in writing of such failure or failure;

iii ) the other becomes bankrupt, makes a general transfer in favour of its believers, undergoes or allows an administrator for its affairs or is the object of proceedings under the law of bankruptcy or any other law or regulation concerning creditor bankruptcy or safeguarding of creditors' interests.

Cancellation shall not affect the parties' right and obligation under these Terms, which by their very nature are designed to endure any cancellation or forfeiture of these Terms, inclusive but not limited to assurances and warranties, indemnities, accumulated liabilities, limits of liabilities, terms of carriage and non-disclosure. Should the contract be terminated under this Agreement, with the sole exclusion of any notice of termination given by the Client due to substantial violation by the Host Provider, the Client shall indemnify the Host Provider for all sums due to the Client until the notice of cancellation becomes valid.

In addition, upon cessation of this Agreement, the Host Provider shall assign to the Client all of the Client's material owned or controlled by the Host Provider. Each party agrees that any dispute between them which respects the conditions of this Agreement shall be referred to a sole arbiter in a proceeding which shall be governed by the Commercial Arbitration Rules of the American Arbitration Association.

The Agreement is subject to the substantive laws of the United States and the State of (state of incorporation) without consideration to the conflicts of laws of the State, and each measure is instituted and implemented in a forum of competence-oriented jurisdiction in a particular State.

Neither Participant agrees to transfer or re-export (including by means of wire transfer) any information or technologies obtained from its own website(s) without first seeking the necessary government authorization or permit. None of the above may directly or indirectly transfer or re-export (including electronically transmitting) any controlled technologies to any jurisdiction to which such activities are limited by any U.S. law, rule or practice without the express permission in writing of the Bureau of Export- Administration of the U.S. Department of Commerce.

These provisions and the warranties made herein shall continue to apply after this Agreement has ended. Neither shall be deemed to be an agent acting independently of the other and in relation to all things resulting from this Agreement. Except as set forth above, neither party shall have the right to commit the other without the other' s previous express permission in writing in any event to any agreement, understanding or duty of any kind.

The present disclaimer and all annexes herein referred to represent the whole agreement between the parts relating to the object of this disclaimer and replace all other notices, whether given orally or in writing. This disclaimer is to be regarded as part of the internet publication which you were referred from. Only a letter endorsed by the applicant against whom execution is requested may amend or supplement this Agreement.

By way of evidence, the contracting authorities have arranged for this contract to be performed by their authorised agents at the time of its entry into force. The agreement may be concluded as a counterpart, each of which shall be considered an authentic, but all of which shall form one and the same authentic.

Each party agrees to the conditions contained in this Insertion Order, as documented by their signature below.

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