Green Guru Network Advertising Agreement
PLEASE READ THE FOLLOWING CAREFULLY BEFORE CONTINUING. THIS ADVERTISING AGREEMENT IS BETWEEN GREEN GURU NETWORK (“GGN,” “we” or “us”) AND THE PERSON/COMPANY (“you”) IDENTIFIED ON THE ELECTRONIC ORDER FORM SUBMITTED ON YOUR BEHALF (“Order Form”). IF YOU CLICK THE “ACCEPT” BUTTON, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE WITH THE TERMS OF THIS AGREEMENT, CLICK THE “DO NOT ACCEPT” BUTTON AND YOU WILL NOT BE ABLE TO CONTINUE. For record keeping purposes, we encourage you to print this Agreement and the Order Form on the date that the Order Form is submitted.
1. The Web Site. During the term of this Agreement and in consideration of the fee paid by you, we will display your banner advertisement (“Advertisement”) on our website at www.greengurunetwork.com (the “Site”). Prices do not include any advertisement design services. You must supply all artwork and text for the Advertisement, and the Advertisement must include a hypertext link from our Site to the home page of your company’s website. Such Advertisement must be in the format and in accordance with other specifications of GGN, as determined by GGN in its sole discretion. Design assistance from GGN is available at GGN’s current hourly rates. GGN reserves the right to determine the placement and order of the Advertisements on the Site and to make minor adjustments to any lettering, logos, images, or the layout of the Advertisement as it deems necessary in its sole discretion. GGN reserves the right to refuse any Advertisement that it deems inappropriate in its sole discretion.
2. Advertisement/License. This Agreement is non-exclusive, and GGN may have advertisements from other parties that appear on the Site at the same time. In connection with the Advertisement, you grant us a non-exclusive, royalty-free right and license to establish a link to the home page of your website at the web address you provide to GGN. In addition, you grant us a non-exclusive, royalty-free right and license to display your trademark(s), service marks, domain names, and/or logo(s) on the Site in connection with the Advertisement. In this regard, we acknowledge and agree that (i) your trademark(s), service marks, domain names, and/or logo(s) (“Marks”) are and will remain the sole property of you; (ii) nothing in this Agreement will convey to us any right of ownership in the Marks; and (iii) all use of the Marks will inure to the benefit of you.
3. Fees. At the time of submission of the Order Form, you will remit the non-refundable fee as posted on GGN’s then-current fee schedule on the date you submitted the Order Form (the “Fee”). All payments will be made in U.S. dollars. Payment must be received before the Advertisement will be displayed on the Site. Thereafter, you will pay to GGN this fee on or before each subsequent Renewal Date. Any delinquent payments hereunder will be automatically and immediately subject to a late payment charge of two percent (2%) per month of the delinquent amount until paid, or such other maximum rate allowed by law. Nonpayment that continues for a period of more than ten (10) days from the due date will entitle GGN to immediately terminate this Agreement.
- Term/Termination. This Agreement will be effective on the date you submit the Order Form. However, the term of this Agreement will begin, and the Advertisement will first appear on the Site, on a start date to be determined by the parties (“Start Date”) and will end at the duration agreed upon number of months thereafter, unless sooner terminated as herein provided. The term of this Agreement will renew automatically for subsequent terms, unless at least 10 (10) days before the termination date, either party gives the other party notice in writing of its intent not to renew this Agreement. GGN will have the right to terminate this Agreement and remove the Advertisement immediately if your company breaches any of the terms and conditions of this Agreement without any reimbursement of the Fee. GGN will have the right to terminate this Agreement and remove the Advertisement immediately if your company does not breach any of the terms and conditions of this Agreement and will prorate reimbursement of the Fee.
5. No Warranty. GGN will provide you with relevant website traffic information on a periodic basis. Not less than monthly. However, GGN does not make any representation or warranty as to the number, frequency or duration of any website traffic. OUR WEBSITE IS PROVIDED ON AN "AS IS" BASIS AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, NON-INFRINGEMENT, NON-INTERFERENCE, INFORMATIONAL CONTENT, ACCURACY, OR SYSTEM INTEGRATION. IN ADDITION, WE MAKE NO WARRANTY OR REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE. THUS, WE ARE NOT LIABLE FOR ANY SUSPENSION OR INTERRUPTION OF THE SITE.
6. Release; Liability Limitation. You release GGN from claims, demands and damages (actual and consequential) of every kind and nature due to errors and/or omissions in the Advertisement. IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY MONEY DAMAGES OR OTHER LIABILITY WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR OUR SERVICES, INCLUDING WITHOUT LIMITATION, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL, PUNITIVE OR ANY OTHER INDIRECT DAMAGES (INCLUDING LOST PROFITS) WHATSOEVER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, GGN'S AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT.
7. Your Responsibility, Warranty & Indemnification. In accordance with this Agreement, you agree that it will cooperate fully with GGN in order to establish and maintain the links related to the Advertisement. In addition, you represent and warrant that you have the unrestricted right and authority to enter into and perform this Agreement, and that GGN’s use of the Marks and Advertisement will not infringe or otherwise violate the trademark, service mark, domain name, intellectual property, privacy, publicity, or other rights of any third party whatsoever. You will defend, indemnify and hold harmless GGN and its distributors and their respective officers, directors, agents, licensees, employees and customers from and against any and all suits, actions, claims, judgments, obligations, or any other liability of any kind or nature whatsoever (collectively, “claims”), and all costs, including attorneys’ fees, incurred by us in connection with, arising out of or relating to this Agreement, including (without limitation) claims related to the Marks or the Advertisement. We will notify you immediately upon receiving notice of any such claims.
8. Miscellaneous. This Agreement constitutes the entire agreement between the parties and supersedes all other communications whatsoever (oral or written) between the parties relating to the Advertisement or this Agreement. Any change to this Agreement will not be valid unless in an express writing signed by both parties. If any provision of this Agreement will be deemed invalid or unenforceable, the validity and enforceability of the remaining provisions of this Agreement will not be affected thereby and such provision will be deemed modified only to the extent necessary to make such provision consistent with applicable law. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Captions are inserted only for convenience and are not to be construed as part of this Agreement. Unless a written change of address notice has been provided, any notice under this Agreement will be delivered and addressed to you at the address set forth on the Order Form, and to GGN at P. O. Box 573, Hastings On Hudson, New York 10706. This Agreement will be governed, enforced, performed and construed in accordance with the laws of the State of New York (except those conflicts of laws provisions which would defeat application of New York substantive law). Any controversy or claim arising out of or related to this Agreement will be brought solely in federal or state courts located in the State of New York; provided, however, that either party may enforce any judgment rendered by such court in any court of competent jurisdiction. You will not assign this Agreement or any of its rights hereunder without the prior written consent of GGN, which consent will not be unreasonably withheld. Subject to the foregoing, this Agreement will inure to the benefit of, and will be binding upon, the parties, their respective successors and permitted assigns. No delay or failure of either party in exercising any right hereunder will be deemed to constitute a waiver of any rights granted hereunder or at law. The provisions of Sections 6-8 will survive upon termination or expiration of this Agreement.
