By accepting to
place banner ads on zbone.me, you (the "advertiser") are agreeing to
the following terms and conditions.
1. DELIVERY OF ADVERTISING
The zbone.me Web site, shall deliver Advertiser's ads to users
accessing the Web site pages in accordance with the service terms,
this insertion order and such other specifications to be determined
solely by zbone.me. Advertiser hereby grants zbone.me a non-exclusive, worldwide
license to use banners on the service pursuant to this agreement.2. PAYMENT
Advertisers must pay for the banner space in advance for a minimum term
of thirty (30) days, or a longer period that was agreed upon by
zbone.me and advertiser. Before the end of the agreed upon term,
advertiser will be notified that the banner ad will expire and will have
the option to renew. If advertiser does not renew their banner,
the ad space location may be assigned to others and any discount rate
agreed upon will be discontinued.
3. BANNER POSTINGS
It is the
Advertiser's responsibility to provide banner art to specifications.
Banners that are inoperable or not created to specifications will be
returned and the advertising will not begin until satisfactory images
are provided. The advertising term will not start until the banner is
online on the zbone.me website. The banner must be according to
the specifications agreed upon and in GIF or JPEG format only.
4. ADVERTISING PLACEMENT
The placement of the advertiser's banner will be decided upon prior to
payment. After the start of the term of the banner placement, the
location cannot be changed until the end of the term.
5. ADVERTISER'S OBLIGATIONS AND REPRESENTATION
zbone.me is not responsible for errors or omissions in any advertising
materials provided by the advertiser or its agency. Advertiser will be
solely responsible for all costs it incurs in connection with the
service associated with the terms of this agreement, including, without
limitation, expenses associated with creating, updating and otherwise
managing banners, delivering banners to zbone.me and establishing and
maintaining links between banners and Web sites and areas outside the
service. Advertiser warrants and represents at all times that Advertiser
owns and/or has the right to permit the use of the banners by zbone.me and
that neither the banners nor the Advertiser's Web content will infringe
the rights of any third party or violate any foreign or domestic
federal, state, or local laws or regulations. Advertiser agrees that it
shall be solely responsible for any liability arising out of the
banners, or Advertiser's Web content. In addition, Advertiser agrees to
indemnify and hold zbone.me and service participants harmless from and
against any losses, costs, damages, or expenses (including reasonable
attorneys' fees) resulting from claims or actions arising out of or in
connection with banners or Advertiser's Web content or Advertiser's
breach of any agreement, representation or warranty hereunder,
including, without limitation, claims for infringement of copyright or
other intellectual property rights and violation of rights of privacy or
publicity.
6. zbone.me RIGHTS
zbone.me shall have the right to approve the form and
content of all banner advertisements and no changes shall be made to any
banners without zbone.me's consent. zbone.me shall have the right to refuse to
include in the service, and to remove from the service without notice,
any banner advertisement that zbone.me determines does not meet the
service's standards or comply with the service terms or any banner
linking to Advertiser's Web site, which content zbone.me deems unlawful or
inappropriate in its sole discretion. zbone.me may use the Advertiser's name
and banners to promote the zbone.me Web site in all media and to use
information concerning pages, impressions and users for zbone.me's own use
and for use in connection with the service, provided that zbone.me does not
reproduce banners without Advertiser's prior consent.
7. WARRANTY/LIABILITY
zbone.me makes no warranties of any kind, whether
express or implied, including any implied warranty of merchantability or
fitness of the service for a particular purpose including, without
limitation, the type or number of service participants or the type or
number of pages which will be accessible through the service. zbone.me shall
not be liable for any service participants nor for the contents of any
Web sites or pages, nor for any loss, cost, damage, or expense
(including attorney fees) incurred by advertiser in connection with
advertiser's participation in the service, including, without
limitation, for any technical malfunction (including hackers causing
disruption), computer error or loss of
data or other injury, damage, or disruption to Advertiser's banners.
In consideration of the placement of advertisements on zbone.me, the
advertiser and agency, will jointly and severally, indemnify and save
zbone.me and all parents, affiliates and subsidiaries of zbone.me
harmless from and against any and all losses and expenses arising out of
the appearance of such advertisements on zbone.me, or on the
advertiser's site on the Web as linked through zbone.me, including
without limitation, those arising from claims for suits for defamation,
copyright or trademark infringement, misappropriation, violation of the
Lanham Act, obscenity, indecency, violation of statutory, common law or
contractual rights including, without limitation, the rights of any
guild or union or rights of privacy or publicity or from any and all
similar claims now known or here after devised. It is understood that
the advertiser and the agency are jointly and severally liable for
payment of invoices for advertising made available on zbone.me
hereunder. In consideration of reviewing for acceptance, or acceptance
of, any linkage to the advertisers site on the Web, the agency and
advertiser agree not to make promotional or merchandising reference to
zbone.me in any way except with the prior permission of zbone.me in
each instance.
8. ADDITIONAL CONDITIONS
Advertiser shall hold this agreement in
confidence and shall not sell, transfer, or assign this Agreement
without zbone.me's prior written consent. Advertiser shall not have,
nor claim, any right, title, or interest in or to any pages, the
service, or any elements thereof (including, without limitation, the
grant of a license in or to the service or any software, source codes,
modifications, updates, and enhancements thereof or other aspect
thereof). Each party hereto shall be and act as
an independent contractor and not as partner, joint venture partner, or
agent of the other. This agreement represents the entire understanding
between zbone.me and Advertiser regarding zbone.me's Web site advertising
services and supersedes all prior agreements. No waiver, modification or
addition to this Agreement shall be valid unless in writing and signed
by both parties. The foregoing shall not limit zbone.me's right to waive,
modify, or make additions to the service terms. The service terms, as in
effect from time to time, are hereby incorporated in this agreement and
made a part hereof as if set forth in full. This agreement shall be
governed by and construed in accordance with the laws of the State of
California and jurisdiction and venue of all matters relating to this
Agreement shall be vested exclusively in the federal and state courts
within the State of California.
_____________________________________
Date
_____________________________________
Name of Advertiser's Representative
_____________________________________
Signature