AGREEMENT FOR INTERNET ADVERTISING SERVICES
The Agreement for Internet Advertising Services (the “Agreement”) is made and effective on the date listed on the Agreement AND IS GOOD FOR ONE YEAR FROM DATE OF EXECUTION.
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
A. WWSG Travel, LLC owns and operates an Internet Site located at www.vacayou.com (the “Advertising Site”) which contains graphical and text-based descriptions of travel partner resorts, retreats and tours. Vacayou is an accredited travel agency and offers multiple listing options. Vacayou offers an option for a hypertext link to the advertised sites booking system. When the hypertext link is selected by the party accessing the site (“User”), the User is transported to the URL for the advertised site.
B. The Customer owns and operates an Internet Site located at the address listed on the Agreement (the “Advertised Site”) and the current subject matter of the content of the Advertised Site is described in the Agreement.
1. ADVERTISING MATERIALS
a. The Customer agrees to submit to Vacayou, on or before the 5th day after acceptance of this Agreement, advertising materials to be used by the Vacayou which shall meet its Uniform Advertising Specifications set forth and described in Exhibit “A”.
b. Vacayou has the right and option to approve, in its absolute discretion, the content of any advertising material that the Customer submits if Vacayou finds that it does not meet its Uniform Advertising Specification, if it is objectionable to the Vacayou in any way, if it contains false or misleading information, if it contains any illegal information, if it contains any vulgar or pornographic items, or for any other reason, in the Vacayou sole discretion. If Vacayou rejects any adverting material that the Customer submitted, then Vacayou will notify the Customer. Even after the Vacayou accepts the advertising, Vacayou has the right to remove it if it does not function correctly or for any of the reasons described above. Vacayou placing the advertising on its page does not signify its approval or waiver of the right to object to it in the future.
c. Vacayou has the right to terminate this Agreement if Vacayou remove or fail to approve any materials that the Customer submits in which case any prepaid advertising fee shall be returned to Customer. The Customer will not have any damages or other remedies, in law or in equity against Vacayou for failing to place or removing any advertising except for the return of any unused prepaid advertising fees.
d. The Customer may periodically make changes to its advertising material which the Vacayou must also approve. Vacayou will charge a fee at its standard fee schedule rate for making changes to the Customer advertising materials on the Vacayou’s site. The Customer will provide the Vacayou with all changed materials that Customer desires to integrate. Vacayou will use its reasonable efforts to make the changes that Customer submits within 5 days after the Vacayou approve the same.
e. Vacayou agrees to provide the advertising formats as described in Exhibit “B” hereto at the pricing rates described in that same Exhibit “B”
2. SERVICES TO BE PROVIDED
a. Vacayou does not guarantee any given amount of Impressions to Customer’s page as a result of its advertising services unless a separate Impression Guarantee Addendum has been executed by both parties hereto.
b. Vacayou will use reasonable efforts to make its Advertising Site available for display through the World Wide Web. Vacayou 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.
c. Vacayou will not place direct links to the Customer’s website or website content in newsgroups, message boards, unsolicited email and other types of spam, chat rooms, guest books, IRC channels or through similar Internet resources. Direct links will only be from www.vacayou.com.
3. PLACEMENT OF THE ADVERTISING
Vacayou reserves onto its own discretion all decisions and matters concerning placement of Customer’s advertisement on pages of the Vacayou Site, Vacayou Social Media outlets, 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 the Vacayou Site.
In consideration of its advertising services, the Customer agrees to pay the advertising fees set forth on the fee schedule attached hereto as Exhibit “C.” The Customer will also pay any sales and other taxes based upon the fees set forth therein. Advertising fees will be annually, in advance, on or before the first day of the month following execution of this agreement. Vacayou may charge interest and service charges on monthly accounts that are delinquent at the maximum rates allowable by law. The Customer will be responsible for all collection costs and attorney fees if it is necessary to pursue collection efforts to collect on an account. The Vacayou reserves the right to suspend advertising services until Customer’s account is brought current as Vacayou as the right to terminate this Agreement if any advertising fee is delinquent.
5. PROPRIETARY RIGHTS
Vacayou 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. Vacayou do not grant the other any rights in and to such proprietary material except that the Customer hereby grants the Vacayou 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, Vacayou agrees to remove the hyperlink and the advertising materials provided from its site within a reasonable time.
6. REPRESENTATIONS AND WARRANTIES
a. The Customer represents and warrants that the advertising provided is not false and misleading, does not contain any untrue, defamatory, harmful, abusive, vulgar or obscene materials, is in compliance with all applicable laws, does not infringe upon the rights of any other party, including but not limited to copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any other rights. The Customer also warrants and represents that it has the unrestrictive and exclusive right to use all such materials.
b. Vacayou makes no warranties that the advertising contained on the Vacayou Site will be free from errors or defects or that the use of the hypertext link or access to its site will be uninterrupted. Vacayou SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ON THE RIGHTS OF THIRD PARTIES. IN NO EVENT SHALL Vacayou 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 POSSIBILITY.
The Customer will indemnify and hold Vacayou 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 Vacayou and otherwise arising directly or indirectly from the placement of its advertising materials on the Vacayou Site.
8. FORCE MAJEURE
Vacayou 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.
The Customer may terminate this Agreement, with or without cause, by giving 10 days advance notice of its intent to terminate. The Vacayou reserves the right to terminate this Agreement for any reason, with or without cause, upon 10 days written notice to Customer.
10. 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 both companies.
The Customer is not permitted to assign its rights or responsibilities hereunder. If any dispute or lawsuit between the parties arises relative to this Agreement, the prevailing party will be entitled to an award of reasonable attorney fees and costs.
All notices called for herein shall be to the parties at the addresses contained in this Agreement and shall be by certified mail, return receipt requested or by reputable national overnight delivery service, such as Federal Express.
13. GOVERNING LAW
This Agreement shall be interpreted under the laws of the state of FLORIDA, USA. Any and all legal actions relative hereto shall be in the courts of FLORIDA, USA.