ADVERTISING DEFINITIONS:

Advertising Space means one Advertisement, offered on the The Web Pages specified in the agreement, with a defined Start and End Date.

Advertisement - supplied banner or graphic file supplied by an Advertiser which can be read by a user or visitor on any particular webpage

Link refers to a clickable graphic, word, title, or banner that will re-direct the visitor to another web page or web location

Start Date means the first day the advertisement will be displayed.

Usage Statistics a set of numbers compiled by server side software and reported on a periodic basis to Advertiser, for the purpose of assessing a value, and for estimating future advertising rates.

ADVERTISING POLICY:

RIGHT TO REFUSE UNACCEPTABLE ADVERTISING: VENDOR reserves the right to refuse any advertisement sponsorship banner that does not completely conform to the details, instructions, methods, and guidelines set in the Ad specifications listed here. VENDOR reserves the right to refuse any advertisement graphic that does not arrive ten days prior to the start date. This Agreement may be voided by the VENDOR immediately if Advertiser fails to disclose, conceals or misrepresents the true nature of any advertisement.

USAGE STATISTICS: VENDOR MAKES NO GUARANTEE THAT USAGE STATISTICS WILL BE EQUAL TO ANY PUBLISHED NUMBERS AT ANY GIVEN TIME. VENDOR SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SAID USAGE STATISTICS. VENDOR MAY PROVIDES ADVERTISERS WITH USAGE STATISTICS ONLY AS A COURTESY TO THE ADVERTISERS.

TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY: Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. Advertiser represents and warrants that the Advertisement and Link comply with advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by the VENDOR for the purpose of this agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity. Advertiser agrees to indemnify the VENDOR and to hold the VENDOR harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by the VENDOR, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties. Advertiser agrees to request that VENDOR be listed as an additional insured on any policy issued to Advertiser pursuant to which there could be coverage for any of the forms of legal liability described in this paragraph.

ENTIRE AGREEMENT: This Agreement and any and all exhibits and or attachments are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings both written and oral. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed and signed by both parties.