1. Ad Standards
Ads shall be delivered to HouseNet either via
e-mail or computer diskette as HouseNet may
specify. Sponsor hereby authorizes HouseNet to
alter the size of any ad to the extent necessary
to conform to HouseNet's display standards.
Sponsor shall also supply HouseNet with the URL
to which Sponsor's ad will be linked.
2. Usage Statistics
HouseNet will provide Sponsor available usage
statistics generated by the tracking software used
by the HouseNet on a [monthly/quarterly] basis.
3. Payment
Payment of all advertising fees is due within thirty
(30) days after Sponsor's receipt of HouseNet's
invoice. HouseNet reserves the right to hold
Sponsor and its authorized advertising agent, if any,
jointly and severally liable for any amounts owed.
4. Warranties
Sponsor warrants to HouseNet that (a) it owns or
has the right to use the ad(s) it provides to HouseNet,
and the URL(s) or materials to which a user may
link, and (b) the use, reproduction, distribution,
transmission or display of the ad(s) and URL(s) on
and from a HouseNet server does not (i) infringe
or misappropriate any copyright, patent, trade-mark,
trade secret or any other proprietary rights
of any third party, (ii) constitute false advertising,
unfair competition, defamation or an invasion of
privacy, or (iii) violate any right of publicity or
celebrity or any law or regulation.
5. Indemnification
Sponsor shall indemnify and hold HouseNet
harmless from and against any and all liabilities,
losses, damages, costs and expenses (including
reasonable attorney's fees) associated with any
claim or action brought against HouseNet arising
out of or related to Sponsor's breach of any of
Sponsor's representations or warranties. Sponsor
agrees that HouseNet shall be named as an
additional insured party on any policy issued to
Sponsor pursuant to which there could be coverage
for any of the forms of legal liability described in
this Section.
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6. Unacceptable ads
HouseNet may reject any ad that does not fully
conform to any requirements or standards specified
herein or which, in its opinion, is unethical,
misleading, in bad taste, detrimental to the public
interest or otherwise inappropriate or incompatible
with the character of the HouseNet site. HouseNet
also reserves the right to refuse or delay the start
date for any ad that is not delivered to HouseNet
at least ten (10) business days before the start date.
7. Disclaimer
THE ADVERTISING SERVICES ARE PROVIDED
ON AN "AS IS," "AS AVAILABLE" BASIS.
DONNELLEY MAKES NO REPRESENTATION OR
WARRANTY AS TO THE SUITABILITY OF, OR THE
RESULTS THAT MAY BE OBTAINED THROUGH,
THE ADVERTISING SERVICES. DONNELLEY
EXPRESSLY DISCLAIMS ALL WARRANTIES,
EXPRESSED OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANT ABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
8. Limitation of Liability
If, for any reason, there is an error in the ad or
the ad fails to appear, Sponsor's sole remedy and
HouseNet's sole obligation will be to extend the run
of the ad by a period equal to the time elapsing
between notification and correction of the error.
HouseNet's liability under this Agreement for any
cause or claim, whether based in contract, tort or
otherwise, will be limited to direct damages and
will not exceed the amount of the fees paid by
Sponsor to HouseNet under this Agreement. In no
event will HouseNet be liable for incidental, indirect,
special, or consequential damages, even if it has
previously been advised of the possibility of such
damages.
9. Termination
Either party may terminate this Agreement for
material breach of the terms and conditions of this
Agreement on thirty (30) days notice unless the
breach is cured within such thirty (30) day period.
10. Assignment
This Agreement may not be assigned by Sponsor
or by operation of law to any other person,
firm, or corporation without the express written
approval of HouseNet.
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11. Governing Law
This Agreement shall be governed by and construed
in accordance with laws governing contracts made
and to be performed in the State of Illinois.
12. Relationship of the Parties
Each party is acting as an independent contractor
and not as an agent, partner, or joint venturer with
the other party for any purpose. Except as provided
in this Agreement, neither party shall have any
right, power, or authority to act or to create any
obligation, express or implied, on behalf of the
other.
13. Force Majeure
Neither party shall be responsible for delays or
failure of performance resulting from any condition
or acts beyond the reasonable control of such party.
14. Survival of Certain Provisions
The warranty, indemnification and limitation of
liability provisions of this Agreement shall survive
the termination of the Agreement by either party
for any reason.
15. Amendments
No provisions in either party's purchase orders,
or in any other business forms employed by either
party will supersede the terms and conditions of
this Agreement, and no modification or amendment
of this Agreement shall be binding, unless executed
in writing by a duly authorized representative of
each party to this Agreement.
16. Entire Agreement
The parties have read this Agreement and agree
to be bound by its terms, and further agree that it
constitutes the complete and entire agreement of
the parties and supersedes all previous communica-tions,
oral and written, between them relating to
the license and to the subject matter hereof. No
representations or statements of any kind made by
either party that are not expressly stated herein
shall be binding on such party.
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