THIS INTERNET ADVERTISING CONTRACT (hereinafter referred to as the “Agreement”) is made and entered into on this xxxxxx (hereinafter referred to as the “Effective Date”) by and between TriTalk Ltd (herein after referred to as the “Publisher”) and xxxxxx (hereinafter referred to as the “Advertiser”).

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

1. TERM
The Term of this Agreement shall commence on 4th November 2010 (hereinafter referred to as “Start Date”) and shall end on 4th May 2011.

2. COMPENSATION
Advertiser shall pay the fee as in accordance with the provisions set forth in Exhibit A, attached hereto.

3. PAYMENT & LATE CHARGES
All fees and payments as set forth in Exhibit A, are due and payable upon the execution of this Agreement. No service shall be rendered until receipt of such payment. Late payments are subject to reasonable collection and legal fees
4. ADVERTISEMENT DISPLAY AND SERVICES
Advertiser shall provide the Advertisement(s) or services as specified in Exhibit A, attached hereto.

5. CONTENT
Advertiser shall assume full responsibility and liability for the content of its advertisement. Publisher is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in Advertiser’s content. If Advertiser desires to modify its content, it shall provide a written request to Publisher specifying in detail the modification desired. Publisher shall, within a reasonable time, effectuate the modifications to the content.

6. CONTENT RESTRICTIONS AND RIGHT TO REJECT AND CANCEL
Advertisements shall not contain or contain links to, content promoting the use of alcohol, tobacco or illegal substances; nudity, sex, pornography, or adult-oriented content; expletive or inappropriate language; content promoting illegal activity, racism, hate, “spam”, mail fraud, pyramid schemes, or investment opportunities or advice which is not permitted under law; content that is libellous, defamatory, contrary to public policy or otherwise unlawful or any other content deemed inappropriate by Publisher in its sole discretion. Advertiser understands and agrees that a violation of the above restrictions as stated herein may result in the suspension, termination and removal of the Advertisement or any other action deemed necessary in Publisher’s sole discretion.
Publisher reserves the right to reject or cancel any Advertisement and/or linkage to an Advertiser’s site for any reason which Publisher believes in good-faith to be detrimental to Publisher, its agents, employees and/or assigns, including but not limited to, the following: Advertisements which do not meet the specifications stated in Exhibit A, Advertisements which fail to conform to applicable laws and regulations, Publisher’s policies, or the public interest. If Publisher so rejects Advertiser’s Advertisement or terminates its display, then this Contract shall be terminated, and Publisher will return any prepaid advertising fees to Advertiser.

7. INTELLECTUAL PROPERTY RIGHTS
a. Each party to this Agreement owns its respective website and all material content contained on the website. Nothing in this Agreement grants one party any right, title, or license to the other party’s intellectual property rights.
b. Advertiser grants Publisher a nonexclusive license to set up and display the Advertiser’s Advertisement (including any trademarks and service marks shown) and to hyperlink to the Advertised Site during the term of this Agreement. Upon termination of this Agreement, the Publisher will uninstall the Advertiser’s Advertisement, destroy all copies of it, cease further display of the Advertisement, and terminate the hyperlink to Advertiser’s Advertised Site.
c. Nothing in this Agreement grants Advertiser any right to use the name, trademark, or service mark of Publisher in any advertisement, sales promotion, or press release without Publisher’s prior written approval.

8. LIMITATION OF LIABILITY
The Publisher and Advertiser hereby agree that Publisher exercises no control and has no responsibility whatsoever over the content or quality of any advertising material; use of Publisher’s service is at Advertiser’s own risk. Except as expressly provided herein, the services are provided “as is” and “as available” and Publisher disclaims all warranties of any kind, whether express or implied, for the advertisement services, including but not limited to the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Publisher shall not be liable for any contents of the Advertisement.

Without limiting the foregoing, Publisher’s entire liability under, for breach of, arising under, or related to this Contract or the services to be provided hereunder (whether in tort, contract or any other theory), and advertisers sole remedy is for Publisher if possible, to provide the services agreed hereunder or refund any amounts prepaid by advertiser related to the services giving rise to such liability. In no event shall Publisher be liable for direct, exemplary, special, incidental consequential damages, or costs, including but not limited to, any lost profits or revenues, loss of use or good will, or any third party claims.

9. ADVERTISER’S WARRANTIES
The Advertiser hereby warrants that:
a. The Advertisement is truthful and will not violate any foreign, federal, state, or local law or regulation;
b. The Advertisement will not infringe or misappropriate any copyright, trademark, patent, trade secrets, publicity, or privacy rights of any person or third-party in any jurisdiction;
c. The Advertisement does not contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening, or defamatory.

10. INDEMNIFICATION
Advertiser shall defend, indemnify, and hold harmless Publisher, its officers, directors, sub-licensees, employees, and agents, from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from the breach of the warranties. Publisher shall provide notice to Advertiser promptly of any such claim, suit, or proceedings and shall assist Advertiser, at Advertiser’s expense, in defending any such claim, suit, or proceeding.

11. TERMINATION
Publisher may terminate this Agreement immediately at any time and for any reason, with or without cause. Advertiser may terminate this Agreement prior to the end of the duration of Advertisement, by delivering fifteen (15) days written notice to Publisher.

12. GOVERNING LAW & JURISDICTION
All issues relating to this Advertising will be governed by the laws of the United Kingdom.
Any action relating to the Advertising must be brought in the United Kingdom and the parties hereby consent to the jurisdiction of such courts. The prevailing party in such proceeding shall be entitled to receive its reasonable attorney’s fees, expert witness fees, and out-of-pocket expenses incurred in connection with such proceedings, in addition to any other relief to which it may be entitled.

13. ENTIRE AGREEMENT
This Agreement, including any Exhibits to this Agreement, constitutes the entire agreement between the parties relating to this subject matter and supersedes any prior agreement, terms and conditions, understanding, representations, discussions, negotiations, and agreements, whether written or oral.

14. MODIFICATIONS & WAIVERS
The Agreement may not be modified except by written instrument signed by both parties. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute a consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

15. ASSIGNMENT
Advertiser may not assign its rights or obligations arising under this Agreement without Publisher’s prior written consent. Publisher may assign its right and obligations under this Agreement.

16. SEVERABILITY
If any provision of this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.

17. NOTICES
All notices, requests, and other communications required to be given under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. Any such notice will be considered to have been given when received, or if mailed, five business days after it was mailed, as evidenced by the postmark. The mailing address for notice to either party will be the address shown on the signature page of this Agreement. Either party may change its mailing address by notice as provided by this Section.

IN WITNESS WHEREOF, the parties have executed this agreement the day and year as first above written.

Publisher:
TriTalk Ltd
Address:
UNIEI, Sir Colin Cambell Building,
University of Nottingham Innovation Park,
Triumph Road, Nottingham, NG7 2TU
Advertiser:
xxxxxx
Address:
______________________________________
 
 
EXHIBIT A
Advertisement specifications & Advertisement formats
Compensation: xxxxxx
Format of Advertisement:  Additional information regarding acceptable formats may be found here: http://advertising.tritalk.com/price_list/