INTERNET ADVERTISING AGREEMENT - The Legal Recorder



INTERNET ADVERTISING AGREEMENT

THIS INTERNET ADVERTISING AGREEMENT (the “Agreement”) is made between The Legal Recorder, Inc., a Louisiana corporation (“Publisher”) and the undersigned advertiser (“Advertiser”).

In consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:

1. Advertising. Publisher shall use its diligent efforts to provide the Internet-related advertising specified in Exhibit 1. Any advertising submitted by Advertiser must be in form and substance acceptable to Publisher. Advertiser ensures that their advertising copy does not infringe the copyright or other rights of any person, business or entity. Advertiser assumes full liability for the contents of their advertisements and any claims arising from them. This provision will survive any termination of service.

2. Payment. Advertiser shall pay the fee set forth in Exhibit 1 to Publisher, due and payable as indicated therein.

3. Indemnity. Advertiser shall at all times defend, indemnify and hold harmless Publisher and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the content of Advertiser’s advertisements served by Publisher pursuant to this Agreement and/or any materials to which users can link through those advertisements.

4. Limitation of Liability

(a) UNDER NO CIRCUMSTANCES SHALL PUBLISHER BE LIABLE TO ADVERTISER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.

(b)   PUBLISHER disclaims any and all representations and warranties, including any regarding merchantability, fitness for particular purposes, suitability, compliance with laws, quality, or otherwise, with respect to the PUBLISHER WEB SITE.

(c)    IN NO EVENT SHALL PUBLISHER BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO PUBLISHER UNDER SECTION 2 ABOVE.  

(d) PUBLISHER WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION 4.

5. Reports. Publisher shall provide to Advertiser those reports set forth in Exhibit 1 regarding the advertisement hereunder.

6. Counterparts and Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute a single instrument. Facsimile signatures are acceptable and deemed original signatures.

7. Intellectual Property Rights. Neither party will acquire any ownership interest in each other’s intellectual property. Publisher shall have the right to place Advertiser’s logo, trade name and trademark on any advertising from Advertiser and to otherwise use such items in connection with the purposes of this Agreement.

8. Force Majeure. Neither Publisher nor Advertiser shall be liable to the other for any failure or delay in its performance due to any cause beyond its control, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, and other similar events.

9. Miscellaneous. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties hereto. This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement. This Agreement will be deemed entered into in Louisiana and will be governed by and interpreted in accordance with the laws of the State of Louisiana, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely through confidential binding arbitration in Pineville, Louisiana before one arbitrator selected by the American Arbitration Association in accordance with its rules. In the event of any dispute, each party shall bear its own attorneys fees, expert witness fees, and ½ of the arbitrator fees. The provisions of this Agreement relating to payment of any fees or other amounts owed, indemnification, confidentiality, limitations of liability and intellectual property shall survive any termination or expiration of this Agreement. The terms of this Agreement are the confidential information of Publisher.  This Agreement has been negotiated and drafted by both parties, with counsel from both parties reviewing the document. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the        day of _____________, _____.

|Publisher |Advertiser |

|By: __________________________________ |By: __________________________________ |

| | |

|Title: _________________________________ |Title: _________________________________ |

EXHIBIT 1

|Advertisement: |(1) One jpeg or equivalent file with a maximum size of 320 X 125 pixels. |

| |(2) Advertiser to create the ads described above in compliance with Publisher’s |

| |standards. |

|Reports: |Publisher, upon request, shall provide the following report to Advertiser within 30 |

| |days after the end of each month: The number of impressions of Advertiser’s ads |

| |served on the Publisher’s sites. |

|Payment Terms: |Rates are billed monthly and in advance. Rates will be pro-rated for partial months|

| |using the following formula: monthly rate divided by 30 multiplied by the number of |

| |days remaining in partial month. No refunds – No exceptions. |

|Term: |The start date for inclusion of the advertisement is upon receipt of approved ad and|

| |payment, and the end date for inclusion of such advertisement is the last calendar |

| |day of the inclusion month and will continue on a month to month basis thereafter |

| |unless terminated by either party on 30 days advance written notice. |

|Information for Publisher: |The Legal Recorder, Inc. |

| |P O Box 3368, Pineville, LA 71361-3368 |

| |Phone: (318) 640-0978 |

| |(800) 542-7114 |

| |Fax: (866) 382-4698 |

| |Web site: |

|Information for Advertiser: | |

| | |

| |Phone: (    ) |

| |Fax: (    ) |

| |Email: |

| |Web site: |

|Any Additional Terms: |Rates and terms are subject to change without |

| |notice. A 1.5 % monthly service charge may be |

| |charged for accounts more than 30 days past due |

| | |

|Advertising Rates Per Parish |$ 50.00 monthly |

| |$135.00 quarterly |

| |$210.00 semi-annually |

| |$300.00 annually |

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