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Advertising Contract
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Myigloo Web Site Advertising Agreement                                                                                                       

 

THIS AGREEMENT, made and entered, effective as of the  ___________ day of   _________, 2010, by and between MyIgloo Ltd [hereinafter the “Web Site Owner”] and (Name of Company), (Address of Company), a Grand Cayman company corporation [hereinafter the “Advertiser”]. WHEREAS, the Web Site Owner owns and operates a certain web site identified as www.myigloo.ky [hereinafter the “Web Site”]; WHEREAS,  Advertiser desires  to have banner  advertisements  [hereinafter Advertisements”] placed on the Web Site to promote its goods or services. NOW, THEREFORE, Web Site Owner and Advertiser agree as follows: 
 
1. Scope of Services
Web Site Owner will display Advertisements on the Web Site, MyIgloo.ky and other pages linked Thereto, where appropriate. The Advertisements size, placement and frequency are dependent entirely on the advertising option selected by the client.
 
2. Term and Termination
Unless terminated as provided herein, this Agreement will extend for a period of 6 months  and will automatically renew from month to month thereafter.  Either party may terminate this Agreement with or without cause upon thirty (30) days’ written notice.  Termination for breach will not alter or affect the terminating party’s right to exercise any other remedies for breach.
 
3. Manner of Display and Acceptable Content
Until this Agreement is terminated according to the terms provided herein, the Advertisements will be displayed on pages of the Web site designated by the package option Chosen. Advertiser will provide all artwork/graphics as well as link information for the Advertisements.  All Advertisements must conform to standards promulgated from time to time by Web Site Owner.  Any failure of an Advertisement or of the site linked thereto to conform to those standards will constitute a breach of this Agreement.  Web Site Owner reserves all rights to determine whether artwork or other content submitted for the Advertisements is acceptable for use on the Web Site.  Web Site Owner may, in its sole discretion, refuse the use of any Advertisements.
 
4. Price and Payment
Advertiser will compensate Web Site Owner for the Advertisements on the terms and times for payment set forth in the Appendix Web Site Owner reserves the right to seek recovery of any overdue amounts from either or both Advertiser and any of its authorized advertising agents.
 
5. Relation of Parties
The performance by Web Site Owner of its duties and obligations under this Agreement will be that of an independent contractor, and nothing in this Agreement will create or imply an agency relationship between Web Site Owner and Advertiser, nor will this Agreement be deemed to constitute a joint venture or partnership between the parties. 
 

6. Warranty

The Advertiser warrants that its advertisement does not infringe on the copyright or other intellectual property rights of any third person, business or corporation.  The Advertiser further warrants that its Advertisement does not contain any libelous or slanderous materials, does not invade anyone’s privacy, nor contain any obscenity.  The Advertiser warrants that it has the unrestricted right to use all trademarks, service marks, logos, graphics, portraits, photographs, pictures and artwork contained in the Advertiser’s Advertisement. This Section shall remain in effect after termination of this Agreement. 

 

 

7. Limited Warranty
Only in the event of any error or omission caused by the Web Site Owner, then Web Site Owner will correct the advertising within the usual time frame for updating the Web Site, after receiving notice from the Advertiser of the error or omission. In order to avail itself of the correction remedy, the Advertiser must make a written claim of such an error or omission to Web Site Owner. In addition to Web Site Owner correcting the error or omission, the Advertiser must choose between one of two additional limited remedies: (1) mutually agree in writing with Web Site Owner on a specific reduction of the charges to be paid for the period in which the error or omission occurred, or (2) mutually agree in writing with Web Site Owner to extend the period during which the advertisement appears in the Web Site Owner’s Web site. The above limited remedies shall apply to all claims, causes of action, damages, fines, penalties or liabilities that the Advertiser may have against Web Site Owner, including but not limited to, claims based on breach of contract, torts (such as negligence or recklessness), or product liability.

 

Except for any warranty expressly made by Web site Owner pursuant to This Agreement, Web site Owner hereby disclaims any and all Implied Warranties, including, without limitation, The Implied Warranty of Merchantability, The implied warranty of fitness for a Particular Purpose, The implied warranty of quality of

any Computer Programs, any and all Implied Warranties of Informational Content, and any and all Warranties as to any Effort made to achieve a Particular Purpose. Web site Owner makes no warranty that the Web site is free of viruses or potentially damaging code.

 

Notwithstanding anything in this Agreement to the contrary, in no event will Web Site Owner or its employees or agents be liable for any damages or expenses caused by system failure caused by any on-line service or computer system failure, or by any transmission, access or communication problems. Notwithstanding anything in this Agreement to the contrary, Web Site Owner is not responsible for the quality of the Advertiser’s advertising to the extent that it may be affected by any operating systems, networks, independent display mechanisms or access to on-line services. In no event will Web Site Owner be liable for any consequential, exemplary, incidental, punitive or special damages arising out of this Agreement, including, but not limited to, loss of profit, loss of data or the cost of any alternative forms of advertising, whether based on breach of contract, tort (including negligence or recklessness), product liability or otherwise, even if Web Site Owner is informed in advance of the possibility of such damages. Web Site Owner’s total liability under this Agreement is limited to the payments received by Web Site

Owner from Advertiser hereunder for the current term of this Agreement only.

 

8. Indemnification

The Advertiser agrees to defend, hold harmless and indemnify Web Site Owner for any and all claims, causes of action, damages, demands, fines, liabilities and penalties arising out of the Advertiser’s breach of any warranty made by the Advertiser pursuant to this Agreement. The Advertiser further agrees to defend, hold harmless and indemnify Web Site Owner for any and all claims, causes of action, damages, demands, fines, liabilities and penalties arising out of the Advertiser’s negligent or reckless acts or omissions arising out of this Agreement.

 

9. No Approval or Endorsement By Web Site Owner

The Advertiser acknowledges that Web Site Owner does not approve, endorse or sponsor any product or service contained in the Advertiser’s Advertisement. The Advertiser will not make any representation that Web Site Owner approves, endorses or sponsors any of the Advertiser’s products or services. The Advertiser also understands that Web Site Owner does not approve, endorse or sponsor any person or company used by the Advertiser for creative, design or other services, even if the Advertiser was referred to such person or company by Web Site Owner. The Advertiser acknowledges that Web Site Owner may publish advertising of any other entity in the Web Site. Nothing in this Agreement shall be construed to mean or imply that the Advertiser has any license to use any Web Site Owner trademark, service mark, logo or trade name.

 

10. Notice

Any notice, consent or other communication hereunder shall be in writing and shall be deemed to have been duly given only if sent by means of registered or certified mail or email.

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