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____________________ ___________________________________ (Name) ___________________________________ (Position, if applicable) Assignment of Domain Name - 2 ______________________________________ ___________________________________ (Name) ___________________________________ (Position, if applicable) ACKNOWLEDGED ASSIGNEE: __________________________________________. [Remainder of this page intentionally left blank] IN WITNESS WHEREOF, the Parties have caused this Assignment to be executed the day and year first written above. ASSIGNOR: _____________, legal representatives, successors and permitted assigns. 5. GOVERNING LAW: This Assignment shall be governed by and construed in accordance with the laws of the State of ____________________________ain registrar responsible for the administration of the Domain Name(s). 4. BINDING EFFECT: The covenants and conditions contained in this Assignment shall apply to and bind the Parties and their heirsequest, by taking any reasonable action that may be necessary for the perfecting, securing and completing of this Assignment, including the execution of documentation required by any agency and/or domther person or entity, and (iv) that the rights transferred in this Assignment are free of any lien, encumbrance or adverse claim. 3. CONTINUING OBLIGATIONS: Assignor agrees to assist Assignee, upon rsesses all rights, title and interest in and to the Domain Name(s), (iii) that Assignor has the power to enter into this Assignment, (iv) that the Domain Name(s) do not infringe on the rights of any oation rights with respect to the Domain Name(s). 2. ASSIGNOR'S REPRESENTATIONS: Assignor represents and warrants (i) that Assignor is the exclusive owner of the Domain Name(s), (ii) that Assignor pos follows: 1. ASSIGNMENT: Assignor hereby assigns, sells and transfers to Assignee all of his/her/its rights, title and interest in and to the Domain Name(s), including, but not limited to, all registrignor wishes to assign his rights in the Domain Name(s) to Assignee. Now, Therefore, for good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the Parties agree as_____________ ________________________________________________________________________ ________________________________________________________________________ (the "Domain Name(s)"); and Whereas, Ass ("Assignee") (collectively referred to as the "Parties"). Whereas, Assignor is the owner of the web site domain name(s) as described below: ___________________________________________________________t") is made and entered on _____________________________________________, ___________, by and between _________________________________________ ("Assignor") and _______________________________________re using this form you should always consult with your attorney to ensure that it addresses your specific situation. ASSIGNMENT OF DOMAIN NAME This Assignment of Web Site Domain Name (this "Assignmenes of agreement; therefore the Assignor and the Assignee should become familiar with the laws of their state and the federal government before entering into this type of arrangement. In addition, befomay be required by agencies overseeing the administration of the domain name (i.e. domain name registrar) to complete further documentation of the transfer. Both state and federal law govern these typ of all of the rights in the domain name, meaning that the owner, after executing the assignment, will no longer have any rights in and to the domain name. In addition to this assignment, the parties ssignment of a web site domain name is an agreement where the owner of a domain name (i.e. XYZ.com) transfers his/her rights in the domain name to another party. This form is designed for the transfergotiating any document with another party. The purchase and use of these forms is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. Information Assignment of Domain Name An ay be a starting point for you and should not be used or signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negnment and actual transfer of the domain name. Laws vary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should onlt; these are just instructions to help you complete it. Check with the agency administering the domain name (i.e. domain name registrar) for any further documentation you may need to complete the Assich party will retain an original signed Assignment; therefore, at least two original copies of the Assignment should be executed (i.e. signed). You can erase the italicized statements in the Assignmene "Assignment"). Both the domain name owner and the assignee should review the Assignment carefully before signing. The domain name owner and the assignee should both sign the Assignment. Generally eaInstructions & Checklist Assignment of Domain Name This package contains: (1) Instructions and Checklist; (2) Information about the Assignment of Domain Name; and (3) The Assignment of Domain Name (thplease print) ______________________________ Title (if applicable) Website Maintenance Agreement 5 EXHIBIT A ADDITIONAL SERVICES re _______________________________ Name (please print) _______________________________ Title (if applicable) CONSULTANT: ______________________________ Signature ______________________________ Name (___. Website Maintenance Agreement 4 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first written above. CLIENT: _______________________________ Signatu from time to time by providing notice as set forth above. 19. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of __________________________________________________ ________________________________ Consultant: ______________________________ ______________________________ ______________________________ Either party may change such addresseshall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: Client: ________________________________ __________ct matter of this Agreement. This Agreement may be modified in writing and must be signed by both Client and Consultant. 18. NOTICE: Any notice required or otherwise given pursuant to this Agreement sstanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subjeision valid, then such provision shall be deemed to be construed as so limited. 17. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior underement shall continue in full force and effect. If any court of competent jurisdiction deems any provision of this Agreement invalid or unenforceable, and if limiting such provision would make the provrce and compel strict compliance with every provision of this Agreement. 16. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreess otherwise required by law. 15. WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforesentatives, successors and permitted assigns of the Parties. 14. CUMULATIVE RIGHTS: The Parties' rights under this Agreement are cumulative, and shall not be construed as exclusive of each other unll continue in full force and effect following such termination. 13. BINDING EFFECT: The covenants and conditions contained in the Agreement shall apply to and bind the Parties and the heirs, legal rep documents. Website Maintenance Agreement 3 12. CONTINUING OBLIGATIONS: Notwithstanding the termination of this Agreement for any reason, the provisions of Sections 7, 8 and 9 of this Agreement will Information (and all copies and reproductions thereof). In addition, Consultant will return any other property belonging to Client including without limitation: computers, office supplies, money andtion in this Agreement. 11. RETURN OF PROPERTY: Upon termination of the Services, Consultant will promptly return to Client all drawings, documents and other tangible manifestations of the Confidentiaternet or electronic commerce . 10. EARLY TERMINATION: This Agreement may be terminated early by either party if non-terminating party fails to perform his/her duties or materially breaches any obligar products sold or otherwise distributed by Client, its employees or agents, iii) any errors or omission on the Site, or iv) any claim, suit, penalty, tax or tariff arising from Client's use of the infringement, of any trademark, copyright, trade secret, or negligence arising from any of the text, graphics, and photographs provided by Client, ii) any claim by a third party regarding any services onsultant harmless from and against any claim, loss, damage, expense or liability (including attorney's fees and costs) that may result in whole or in part, from: i) any infringement or any claim of in Agreement. Client shall be solely responsible for the Site and materials on the Site and the validity of copyrights, trademarks and ownership claimed by Client. Client agrees to indemnify and hold Co the text, graphics, and photographs provided to Consultant for the Site are owned or licensed by Client, and that Client is authorized to use and display such items in the manner contemplated by thisnt may include the Site, specific pages from the Site and/or any of the other Prepared Materials for the Site, in Consultant's portfolio. 9. CLIENT REPRESENTATIONS. Client represents and warrants thatnexclusive, worldwide, royalty-free license to use, execute, display or perform any Pre-Existing Materials included or contained in the Prepared Materials. Client acknowledges and agrees that Consultas under copyright law, to Client. The Prepared Materials do not, however, include any items or materials that pre-existed this Agreement ("Pre-existing Materials"). Consultant hereby gives Client a noshall be considered the exclusive property of Client. Consultant hereby assigns and transfers any and all rights, title and interest that he/she may have in the Prepared Materials, including any rightic domain through Consultant's unauthorized actions. 8. OWNERSHIP OF PREPARED MATERIALS: Except those items described below, all materials prepared by Consultant for Client (the "Prepared Materials") Consultant will use his/her best efforts to prevent any such disclosure. Confidential Information will not include information that is in the public domain, unless such information falls into the publ by law) or use for personal gain any Confidential Information at any time during or after the term of this Agreement, unless Client grants express, written consent of such a disclosure. In addition, ies, iv) marketing strategies and v) other such information as Client may designate as confidential ("Confidential Information"). Consultant agrees to not disclose to any other person (unless requiredial information may Website Maintenance Agreement 2 include, without limitation: i) business and financial information, ii) business methods and practices, iii) technologies and technological strateg benefits normally provided to the employees of the Client. 7. CONFIDENTIALITY: Consultant acknowledges that he/she may have access to Client's confidential and proprietary information. Such confident special fonts, etc. 6. INDEPENDENT CONTRACTOR. Consultant is an independent contractor and not an employee of the Client, and, unless otherwise stated in this Agreement, is not entitled to any of thetant for all reasonable expenses authorized in advanced by Client and incurred in connection with this Agreement including, but not limited to, special graphics, special photography, special software, other party. A notification of termination must be received by the non-terminating party no less that ________ days before the end of the existing term. 5. EXPENSES: Client agrees to reimburse Consul______, 20__. This Agreement will automatically renew for additional three month periods at the end of each existing term if neither Client nor Consultant receives notification of termination from then the _________ day of the ____________. q other: ____________________________________________________ 4. TERM: The original term of this Agreement shall be for __________ months beginning on _______box]: q Payment of the fee by Client shall be due __________ (___) days after receipt of an invoice by Client from Consultant. q $__________ every ____________ (e.g. week, month, etc.), to be paid o Consultant a fee of $________________ per month. This fee does not include the Non-Included Services described in Section 1 of this Agreement. Payment shall be made as follows [check the appropriate irectories or other programs, which need to be accessed for the completion of the Services pursuant to this Agreement. 3. COMPENSATION: For the Services contemplated in this Agreement, Client will pay's hosting account located on the following ISP's host computer: ______________________________________________ (the "ISP"). Client further instructs the ISP to provide Consultant with access to any d______________. A fee of $__________ per hour will be charged for any Non-Included Service requested by Client. 2. AUTHORIZATION. If applicable, Client hereby authorizes Consultant to access the Sites, scripts, fonts or other elements for the Site unless expressly described above, ii) _______________________________________________________________ _________________________________________________tached hereto. Consultant is not responsible for any of the following services (the "Non-Included Services"): [erase any services that are not to be excluded] i) the development of new custom graphict assumes that these codes and scripts are installed and currently running properly on the Site. H. Additional Services. Additional services provided by Consultant to Client are listed on Exhibit A atdate Links. Consultant will, as necessary, update any links on the Site. G. Custom/Advanced Coding. Consultant will maintain any custom coding or custom scripts already existing on the Site. Consultaners), confer with Client's software and or hardware engineers, ISP host, and any other service entities. E. Fixes/Updates. Consultant will, as necessary, fix/update technical errors on the Site. F. Upbrary of all assets, graphics, source code and revision history of the Site. D. Confer With Vendors and Affiliates. Consultant will, in matters relating to the Site (except billing and accounting mattinternet orientation, trouble shooting, marketing strategy, and education regarding use of a web page editor. C. Disaster Recovery. Provide disaster recovery from backup and maintain a current file li revise, update or create new content on Client's existing pages. B. Consultation. Consultant will provide Client, upon Client request, consultation which includes, but is not limited to, any and all ll be applied after that). Such services to be described in greater detail below (the "Services"): [erase any services that will not be included] A. Content. Upon Client request, Consultant will edit,ld wide web site (the "Site") located at the following web address http://www.________________ (the "URL") for a maximum of __________ hours per month (an hourly maintenance rate of $_____ per hour wities"). Client's current website address, if any, is: www.________________ The Parties agree as follows: 1. SERVICES: Client shall engage Consultant for the maintenance of its currently, existing wor by and between _________________________________________________________ ("Client") and __________________________________________________________ ("Consultant") (collectively referred to as the "Parddresses your specific situation. WEBSITE MAINTENANCE AGREEMENT This Website Maintenance Agreement (the "Agreement") is made and entered on _____________________________________________, ___________,ws of their specific state and the federal government before entering into this type of arrangement. In addition, before using the form you should always consult with your attorney to ensure that it aEmployment relationships are governed by both federal and state law. Many of the state laws differ dramatically, therefore the company and the independent contractor should become familiar with the laill enforce this type of agreement. It is best, however, if the Consultant signs the agreement at the beginning of his/her service, then it becomes a condition of his/her engagement with the company. much more. It clarifies copyright ownership, liabilities and expectations of the parties. In addition, the agreement will reaffirm that an employer/employee relationship is not created. Most states w purposes. It provides the basic conditions of employment, service parameters, consultation, treatment of confidential information, the terms of payment for the Consultant's services to the Client anden a company/person (the "Client") and an independent contractor (the "Consultant") for the maintenance of a currently existing website. The Website Maintenance Agreement serves a number of beneficialse and use of these forms is subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. Information Website Maintenance Agreement A Website Maintenance Agreement is an agreement betweor signed before first consulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party. The purchaary from time to time and from state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used ned Agreement; therefore, at least two original copies of the Agreement should be executed (i.e. signed). This form should not be used if the Consultant is considered an employee of the Client. Laws ve Agreement. The Consultant must sign the Agreement. The Agreement should be signed no later then when the service is to begin. Generally both the Client and the Consultant each retain an original sigent; and (3) Website Maintenance Agreement (the "Agreement"). Both the Client and the Consultant should review the agreement carefully before signing. The Client or an agent of the Client must sign thInstructions & Checklist Website Maintenance Agreement This package contains: (1) Instructions and Checklist for the Website Maintenance Agreement; (2) Information about the Website Maintenance Agreem_______________ Name (please print) ______________________________ Title (if applicable) Website Design Agreement 5 EXHIBIT A SPECIFICATIONS FOR PAGES EXHIBIT B DOMAIN NAME(S) ________________ Signature _______________________________ Name (please print) _______________________________ Title (if applicable) DESIGNER: ______________________________ Signature _______________with the laws of the State of _______________________________. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first written above. CLIENT: _________________________________ Either party may change such addresses from time to time by providing notice as set forth above. 19. GOVERNING LAW: This Agreement shall be governed by and construed in accordance ent 4 Client: ________________________________ ________________________________ ________________________________ Designer: ______________________________ ______________________________ ____________ pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows: Website Design Agreem written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Client and Designer. 18. NOTICE: Any notice required or otherwise given and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral orh provision would make the provision valid, then such provision shall be deemed to be construed as so limited. 17. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Partiese remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting sucght to subsequently enforce and compel strict compliance with every provision of this Agreement. 16. SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, thlusive of each other unless otherwise required by law. 15. WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's riand the heirs, legal representatives, successors and permitted assigns of the Parties. 14. CUMULATIVE RIGHTS: The Parties' rights under this Agreement are cumulative, and shall not be construed as exc 9 of this Agreement will continue in full force and effect following such termination. 13. BINDING EFFECT: The covenants and conditions contained in the Agreement shall apply to and bind the Parties g without limitation: computers, office supplies, money and documents. 12. CONTINUING OBLIGATIONS: Notwithstanding the termination of this Agreement for any reason, the provisions of Sections 7, 8 andocuments and other tangible manifestations of the Confidential Information (and all copies and reproductions thereof). In addition, Designer will return any other property belonging to Client includin by Client pro rata for all completed work and the payment of any authorized expenses. 11. RETURN OF PROPERTY: Upon termination of the Services, Designer will promptly return to Client all drawings, dt or electronic commerce . Website Design Agreement 3 10. TERMINATION OF CONTRACT: In the event Client cancels or terminates this Agreement before Completion of the Services, Designer shall be paidhird party regarding any services or products sold or otherwise distributed by Client, its employees or agents, or iii) any claim, suit, penalty, tax or tariff arising from Client's use of the interneany infringement or any claim of infringement, of any trademark, copyright, trade secret, or negligence arising from any of the text, graphics, and photographs provided by Client, ii) any claim by a tlient agrees to indemnify and hold Designer harmless from and against any claim, loss, damage, expense or liability (including attorney's fees and costs) that may result in whole or in part, from: i) ms in the manner contemplated by this Agreement. Client shall be solely responsible for the Site and materials on the Site and the validity of copyrights, trademarks and ownership claimed by Client. CNS. Client represents and warrants that the text, graphics, and photographs provided to Designer for the Site are owned or licensed by Client, and that Client is authorized to use and display such iteontained in the Prepared Materials. Client acknowledges and agrees that Designer may include the Site, the Pages or any of the other Prepared Materials in Designer's portfolio. 9. CLIENT REPRESENTATIOted this Agreement ("Pre-existing Materials"). Designer hereby gives Client a nonexclusive, worldwide, royalty-free license to use, execute, display or perform any Pre-Existing Materials included or ce and interest that he/she may have in the Prepared Materials, including any rights under copyright law, to Client. The Prepared Materials do not, however, include any items or materials that pre-exisges and Custom Graphics, prepared by Designer for Client (the "Prepared Materials") shall be considered the exclusive property of Client. Designer hereby assigns and transfers any and all rights, titln, unless such information falls into the public domain through Designer's unauthorized actions. 8. OWNERSHIP OF PREPARED MATERIALS: Except those items described below, all materials, including the Patten consent of such a disclosure. In addition, Designer will use his/her best efforts to prevent any such disclosure. Confidential Information will not include information that is in the public domaiot disclose to any other person (unless required by law) or use for personal gain any Confidential Information at any time during or after the term of this Agreement, unless Client grants express, writices, iii) technologies and technological strategies, iv) marketing strategies and v) other such information as Client may designate as confidential ("Confidential Information"). Designer agrees to nay have access to Client's confidential and proprietary information. Such confidential information may include, without limitation: i) business and financial information, ii) business methods and practhe Client, and, unless otherwise stated in this Agreement, is not entitled to any of the benefits normally provided to the employees of Client. 7. CONFIDENTIALITY: Designer acknowledges that he/she m 2 including, but not limited to, special graphics, special photography, special software, special fonts, etc. 6. INDEPENDENT CONTRACTOR. Designer is an independent contractor and not an employee of n of the Services. 5. EXPENSES: Client agrees to reimburse Designer for all reasonable expenses authorized in advanced by Client and incurred in connection with this Agreement Website Design Agreementke all reasonable actions to complete the Services by __________________, 20__. However, Client acknowledges that delays in Designer receiving materials from Client or a third party may slow completiorary or permanent site on Client's or ISP's host computer for approval by Client if Client has not notified Designer of its approval or disapproval of the Site. 4. TIME OF COMPLETION: Designer will tapproval of the Site by Client after the Site has been uploaded to a temporary or permanent site on the Client's or the ISP's host computer, or ii) ____ days after the site has been uploaded to a tempond _________% upon Completion of the Services. q upon Completion of the Services. q other: _______________________________________________ "Completion of the Services" means the earlier of: i) upon a, additional photos, or additional graphics not described in Section 1 of this Agreement. Payment shall be made as follows [check the appropriate box]: q _________% at the signing of this Agreement as Agreement. 3. COMPENSATION: For the Services contemplated in this Agreement, the Client will pay Designer a fee of $________________. This fee does not include the production of any additional pages_______ (the "ISP"). Client further instructs the ISP to provide Designer with access to any directories or other programs, which need to be accessed for the completion of the Services pursuant to thiper hour. 2. AUTHORIZATION. If applicable, Client hereby authorizes Designer to access the Site's hosting account located on the following ISP's host computer: _________ ______________________________ct any errors; however, they are not for the purpose of make material changes to the Pages. Additional consultation, revisions and maintenance may be purchased at Designer's hourly rate of $_________ with ____ free revisions/updates within a ____ month period after the installation of the Pages. The purpose of the revisions and updates is to: i) make cosmetic adjustments to the Pages and ii) corre______________________ ____________________________________________________________ Any registration costs or fees are the responsibility of Client. H. Revisions/Updates. Designer will provide Client st Computer. G. Registration. Designer will register the Page(s) with the following search engines: ____________________________________________________________ ______________________________________ude description of graphics including Masthead, Top-of-Page, etc.] ___________________________________________________________ F. Web Page Installation. Designer will install the Pages on the ISP's Hoion costs. D. Links. Designer will provide Client up to ___________ links to external pages. E. Custom Graphics. Designer will provide Client with the following graphics (the "Custom Graphics"): [inclExhibit B attached hereto, if such domain name(s) are available. Designer is not responsible if such name(s) is unavailable for any reason. Client is responsible for all domain name fees and registrater specifications for the Pages are listed in Exhibit A attached hereto. C. Domain Name Registration/Reservation. Designer will reserve and register, on behalf of Client, the domain name(s) listed on provide Client up to __________ web pages (e.g. home page, contact page, products page, etc.) (the "Pages"). Client shall supply the final text (a __________word maximum per page) for each page. Furthion, marketing strategy, and education regarding use of a web page editor. Additional consultation may be purchased at Designer's hourly rate of $_________ per hour. B. Web Page Design. Designer will will not be included] A. Email/Phone Consultation. Designer will provide Client up to _________ total hours of general orientation which includes, but is not limited to, any and all internet orientatSite") to be installed on the client's web space, if any, located on its computer or an ISP's computer. Such services to be described in greater detail below (the "Services"): [erase any services that any, is: www.________________ (the "URL"). The Parties agree as follows: 1. SERVICES: Client shall engage Designer for the specific project of developing and/or improving a world wide website (the "_______________________________________ ("Client") and __________________________________________________ ("Designer") (collectively referred to as the "Parties"). Client's current website address, ifuation. WEBSITE DESIGN AGREEMENT This Website Design Agreement (the "Agreement") is made and entered on _____________________________________________, ___________, by and between ____________________ and the federal government before entering into this type of arrangement. In addition, before using the form you should always consult with your attorney to ensure that it addresses your specific sitre governed by both federal and state law. Many of the state laws differ dramatically, therefore the company and the independent contractor should become familiar with the laws of their specific state agreement. It is best, however, if the Designer signs the agreement at the beginning of his/her service, then it becomes a condition of his/her engagement with the company. Employment relationships a copyright ownership, liabilities and expectations of the parties. In addition, the agreement will reaffirm that an employer/employee relationship is not created. Most states will enforce this type ofvides the basic conditions, project parameters, consultation, updates, treatment of confidential information, the terms of payment for the Designer's services to the Client and much more. It clarifiesd an independent contractor (the "Designer") for the design of a new website or improvement of a currently existing website. The Website Design Agreement serves a number of beneficial purposes. It pros subject to the "Disclaimers and Terms of Use" found at findlegalforms.com. Information Website Design Agreement A Website Design Agreement is an agreement between a company/person (the "Client") anulting with an attorney to ensure that it addresses your particular situation. An attorney should be consulted before negotiating any document with another party. The purchase and use of these forms irom state to state. These forms are not intended to be and are not a substitute for legal advice. These forms should only be a starting point for you and should not be used or signed before first cons at least two original copies of the Agreement should be executed (i.e. signed). This form should not be used if the Designer is considered an employee of the Client. Laws vary from time to time and fgner must sign the Agreement. The Agreement should be signed no later then when the service is to begin. Generally both the Client and the Designer each retain an original signed Agreement; therefore,bsite Design Agreement (the "Agreement"). Both the Client and the Designer should review the agreement carefully before signing. The Client or an agent of the Client must sign the Agreement.. The DesiInstructions & Checklist Website Design Agreement This package contains: (1) Instructions and Checklist for the Website Design Agreement; (2) Information about the Website Design Agreement; and (3) We Print Name Print Name Title Title Website Affiliate Agreement 6 is Agreement. Website Affiliate Agreement 5 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written. COMPANY AFFILIATE Signature Signatureresentation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of thfect the meaning of the provisions of this Agreement. 18. Entire Agreement. This Agreement constitutes the entire agreement between Company and Affiliate, and supersedes any prior understanding or repage prepaid, or delivered by overnight delivery service, addressed as follows: If to Company: If to Affiliate: 17. Headings. The headings for section herein are for convenience only and shall not afion shall be deemed to be construed as so limited. 16. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postnd effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provisher, shall constitute one agreement. 15. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force a, without regard to conflicts of law principles. 14. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken toget this Agreement. Website Affiliate Agreement 4 13. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of ___________________e), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services undertal or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damag not withhold any taxes from the Commissions paid to Affiliate. 12. Limitation of Liability. Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidennded date of termination. 11. Taxes. Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate's relationship with Company as set forth in this Agreement. Company shall10. b. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the inte consent for such disclosure from Company. 10. Term. , 20 , and shall remain in full a. This Agreement shall take effect on force and effect indefinitely, or until terminated pursuant to this Section to be "Confidential Company Information." Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior writtendentiality. Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered rth in Section 7 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials. 9. Confidemnification. Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate's warranties set fos confusingly similar to Company's name. g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company's website. 8. Inomotional materials, or in any other context except to promote Company's website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company's name, or that iprior written consent to the distribution of such materials. Affiliate will not use Company's name (or any name that is confusingly similar to Company's name) for any purpose on its website, in its printellectual property therein. f. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate's website that reference Company or Company's website unless Company gives ther than those set forth in Section 2 above. Website Affiliate Agreement 3 e. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other ingement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future. d. Affiliate will not use the Promotional Materials in any manner o Affiliate's website. Nothing on Affiliate's website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infrluding any violent video game images; or iv. Solicitous of any unlawful behavior c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used onul, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); iii. Graphically violent, inc duties set forth in this Agreement. b. Affiliate's website does not contain any materials that are: i. Sexually explicit, obscene, or pornographic; ii. Offensive, profane, hateful, threatening, harmfRepresentations and Warranties. Affiliate represents and warrants the following: a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Company shall not be obligated to pay such Commissions to Affiliate. 7. Affiliate's ed and payable Commissions to Affiliate in the third month, regardless of the total amount owed. e. In the event that Affiliate materially breaches this Agreement and Company terminates this Agreementmonth, and paid together with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive months, then Company shall pay all accru Date"). If on any Commission Payment Date, the amount of total Commissions accrued and payable to , then such accrued and payable balance shall be Affiliate is less than $ held over to the following automatically generate click-throughs to Company's website. d. Company shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each month (the "Commission Paymentto the Company's website for any purpose other than the promotion of the services and/or products offered through Company's website; or (iii) create or employ any mechanism designed to artificially orroughs to Company's website by use of deception or misrepresentation; (ii) manipulate, incentivize, or otherwise encourage Affiliate's employees, agents, customers, or other persons to click the link cular click-through or class of click-throughs shall qualify as Bona Fide Click- Website Affiliate Agreement 2 Throughs. Affiliate shall not attempt to: (i) artificially attempt to generate clickthor of Affiliate's website to click on the link within the Promotional Materials on Affiliate's website and to visit Company's website. Company shall have sole discretion to determine whether any partified by Company within 14 days of discovering such discrepancy. c. (if applicable) For the purposes of this Agreement, a "Bona Fide Click-Through" shall be defined as any successful attempt by a visit records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectiined below). b. Company shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to theseunt of (Check any that apply): $ per (product or subscription) sold to a user that accesses Company's website through a link on Affiliate's website. $ Other: . per Bona Fide Click-Through (as def the Promotional Materials, and for Affiliate's compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the "Commission") in the amoiliate shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect. 6. Commissions. a. In exchange for Affiliate's display ofot be construed to create any employment relationship, agency relationship, or partnership between Company and Affiliate. Affiliate shall provide services for Company as an independent contractor. Affin the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3. 5. Relationship of Parties. This Agreement shall ndemark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or shall expire upon the expiration or termination of this Agreement. 4. Intellectual Property. Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trareby grants to Affiliate a nonexclusive, nontransferable license (the "License") to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the Licenseter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from Company for such alteration of modification. Website Affiliate Agreement 1 3. License. Company hec page and address as specified by Company. d. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Affiliate wishes to alg Company's website (and the products and services available thereon), and for linking to Company's website. c. The Promotional Materials will be used to link only to Company's website, to the specifis other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display. b. Affiliate may only use the Promotional Materials for the purpose of promotinAffiliate's site shall conform to the following terms, conditions and specifications: a. Affiliate may not use any graphic, textual or other materials to promote Company's website, products or service also include a link from the Promotional Materials to Company's website, as specified by Company. 2. Use of Promotional Materials. The Affiliate's use and display of the Promotional Materials on the Promotional Materials on Affiliate's website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shallertain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the "Promotional Materials"). Affiliate shall display the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows: 1. Promotional Materials. Company shall make available to Affiliate cHEREAS Affiliate wishes to include certain materials promoting Company, and to include a link to Company's website within those materials on Affiliate's website; NOW THEREFORE, in consideration of the/formation, i.e., a Delaware corporation)) (the ,a (entity type, if "Company"), and applicable, and state of incorporation/registration/formation) (the "Affiliate," and collectively, the "Parties"). WBSITE AFFILIATE AGREEMENT for (Name of affiliate) THIS AGREEMENT (the "Agreement) is made as of the day of , 20 , by and between ,a (entity type, if applicable, and state of incorporation/registrationfic terms for when and how those payments will be made. To complete the sample agreement included in this kit, simply follow the italicized instructions, and delete any unused optional provisions. WEs given the resources to display promotional graphics and text for another website on their own site. The agreement also includes several different types of commission structures, and sets forth specie terms under which one website may become an affiliate of another, providing promotional services in exchange for commission payments. Under the terms of this sample agreement, an affiliate website iFindLegalForms.com Website Affiliate Agreement ­ Kit This kit includes tools and guidelines that will assist you in drafting a Website Affiliate Agreement. A Website Affiliate Agreement sets forth thrmation and other practices described in our Privacy Policy Statement[if applicable]. ween us in relation to your participation as a Member. Member agrees that by accepting this Terms of Use Agreement, Member is consenting to the use and disclosure of their personally identifiable infon our sole discretion, to a third party in the event of a merger or acquisition. This Terms of Use Agreement shall apply in addition to, and shall not be superseded by, any other written agreement bet shall remain valid and enforceable to the maximum possible extent. You agree that this Terms of Use Agreement and any other agreements referenced herein may be assigned by [Insert Name of Company], if any provision of this Terms of Use Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby andr botnets, [Insert Name of Company] reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion. 14. Other Terms I] [Insert Name of Company] retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points fog individual as its agent for receipt of notifications of claimed copyright infringement. By Mail [Insert Address] By Telephone: [Insert Number] By Email: [Insert Address] 13. Botnets [Optional Clausef Claimed Copyright Infringement Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, [Insert Name of Company].com designates the followinf trademarks or links to the web sites of Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with [Insert Name of Company]. 12. Notification oarks displayed on [Insert Name of Company]'s website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use o is not provided by [Insert Name of Company], in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits [Insert Name of Company]. All other trademompany]TM and [Insert Name of Company].comTM are proprietary marks of [Insert Name of Company].com. [Insert Name of Company]'s trademarks may not be used in connection with any product or service thatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of [Insert Name of Company]. [Insert Name of Ction of any kind, without prior written permission of an authorized officer of [Insert Name of Company] is strictly prohibited. Members agree that they will not use any robot, spider, or other automats on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitareof is ©2005 [Insert Name of Company].com, will all rights reserved, or is the property of [Insert Name of Company] and/or third parties protected by intellectual property rights. Any use of materialion. 11. Copyright and Trademark Information [Optional Clause] All content included or available on this site, including site design, text, graphics, interfaces, and the selection and arrangements the any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulatsuch laws. Member may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member further agrees not to transmitr site you agree to do so subject to the internal laws of the State [Insert State]. 10. Compliance with Laws. Member assumes all knowledge of applicable law and is responsible for compliance with any effect to any choice of law rules. We make no representation that our website or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access ouState] Our website is operated and provided in the State of [Insert State]. As such, we are subject to the laws of the State [Insert State], and such laws will govern this Terms of Use, without givingded or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk. 9. Governing Jurisdiction of the Courts [Insert or warranties as to the accuracy or reliability of any information provided on this website. [Insert Name of Company] makes no warranties or representations whatsoever with regard to any product provi the Vendors or collected from publicly available sources. While [Insert Name of Company] makes every effort to ensure that the information on this website is accurate, we can make no representations eview said privacy policies of third-parties' sites. 8. Disclaimer Regarding Accuracy of Vendor Information [Optional Clause] Product specifications and other information have either been provided bye content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therein. We encourage all Members to ry of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the] Our website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availabilitsecure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control. 7. Third-Party Sites [Optional Claus should [Insert Name of Company] exercise its right to modify or discontinue the Service. Member acknowledges and accepts that [Insert Name of Company] does not guarantee continuous, uninterrupted or Service [Insert Name of Company] reserves the right to modify or discontinue the Service with or without notice to the Member. [Insert Name of Company] shall not be liable to Member or any third party is personal to the Member. Member agrees not to resell or make any commercial use of the Service without the express written consent of [Insert Name of Company]. 6. Modifications and Interruption to . Member agrees to notify [Insert Name of Company] of any unauthorized use of Member's account or any other breach of security known or should be known to the Member. Member's right to use the Serviceunt All Members of the Service shall receive a password and an account. Members are entirely responsible for any and all activities which occur under their account whether authorized or not authorizede violation of this Agreement, or infringement by Member, or other user of the Service using Member's computer, of any intellectual property or any other right of any person or entity. 5. Members Acco affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of Member's use of the Service, thNCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS INAPPLICABLE. 4. Indemnification Member agrees to indemnify and hold [Insert Name of Company], its parents, subsidiaries, EQUITY, AT LAW, OR OTHERWISE, EVEN IF [INSERT NAME OF COMPANY] HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR IOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, INompany] SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR [INSERT NAME OF COMPANY] SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR Lrpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, therefore the above-referenced exclusion is inapplicable. 3. Limitation of Liability [Insert Name of C the use of this Website. [Insert Name of Company] disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular pur implied, regarding the use or the results of this web site in terms of its correctness, accuracy, reliability, or otherwise. [Insert Name of Company] shall have no liability for any interruptions inName of Company] on an "as is" and on an "as available" basis. To the fullest extent permitted by applicable law, [Insert Name of Company] makes no representations or warranties of any kind, express oction, including computer and modem and (2) provide for Member's access to the Internet, and (3) pay any fees relate with such connection. 2. Disclaimer of Warranties. The site is provided by [Insert t may not be amended. 1. Description of Service [Insert Name of Company] is providing Member with [Insert type of service]. Member must provide (1) all equipment necessary for their own Internet conne Your continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreemen, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at [Insert Name of Company/Website Address].com website.ese terms and conditions. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this website. We reserve the right, at any time, to modify, alter sets forth the standards of use of the [Insert Name of Company] Online Service for Registered Members. By using the [Insert Name of Company/Website address].com website you (the "Member") agree to thlForms.com Terms of Use Agreement Read This Terms of Use Agreement Before Accessing Website. Effective Date: This Terms of Use Agreement was last updated on [Insert date]. This Terms of Use Agreementg with an attorney. An attorney should be consulted before negotiating any document with another party. The purchase and use of this form is subject to the "Terms and Conditions" found at www.FindLegaatch the terms of use of your site. This form is not intended and is not a substitute for legal advice. This form should only be a starting point for you and should not be used without first consultinInformation Terms of Use ­ Registered Member Bracketed instructions have been included on this form to assist you in completing it and should be removed before printing. Add or remove provisions to mdentifiable information and other practices described in our Privacy Policy Statement[if applicable]. Website Terms of Use 8 en agreement between us in relation to your participation as a Member. Member agrees that by accepting this Terms of Use Agreement, Member is consenting to the use and disclosure of their personally ie of Company], in our sole discretion, to a third party in the event of a merger or acquisition. This Terms of Use Agreement shall apply in addition to, and shall not be superseded by, any other writtcted thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Terms of Use Agreement and any other agreements referenced herein may be assigned by [Insert Nam Terms

If any provision of this Terms of Use Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affebotnets, [Insert Name of Company] reserves the right to direct the involved hostnames to a honeypot, loopback address, logging facility, or any other destination at our discretion.

Other[Insert Name of Company] retains the right, at our sole discretion, to terminate any accounts involved with botnets and related activities. If any hostnames are used as command and control points for ent for receipt of notifications of claimed copyright infringement.

By Mail [Insert Address] By Telephone: [Insert Number] By Email: [Insert Address]

Botnets [Optional Provision]

nt

Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, [Insert Name of Company].com designates the following individual as its agof Vendors is not intended to imply, directly or indirectly, that those Vendors endorse or have any affiliation with [Insert Name of Company].

Notification of Claimed Copyright Infringemeemarks of their respective owners, and constitute neither an endorsement nor a recommendation of those Vendors. In addition, such use of Website Terms of Use 7 trademarks or links to the web sites n among customers, or in any manner that disparages or discredits [Insert Name of Company].

[Optional Provision]All other trademarks displayed on [Insert Name of Company]'s website are the trady].com. [Insert Name of Company]'s trademarks may not be used in connection with any product or service that is not provided by [Insert Name of Company], in any manner that is likely to cause confusiohout prior written permission of an authorized officer of [Insert Name of Company].

[Insert Name of Company]TM and [Insert Name of Company].comTM are proprietary marks of [Insert Name of Companpany] is strictly prohibited. Members agree that they will not use any robot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein witdistribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of [Insert Name of Comt Name of Company] and/or third parties protected by intellectual property rights. Any use of materials on the website, including reproduction for purposes other than those noted above, modification, n this site, including site design, text, graphics, interfaces, and the selection and arrangements thereof is ©2005 [Insert Name of Company].com, with all rights reserved, or is the property of [Inserrwise violate any applicable local, state, national, or international law or regulation.

Copyright and Trademark Information [Optional clause]

All content included or available o regulations or other government requirements. Member further agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or othe assumes all knowledge of applicable law and is responsible for compliance with any such laws. Member may not use the Service in any way that violates applicable state, federal, or international laws,for use in other locations. Accordingly, if you choose to access our site you agree to do so subject to the internal laws of the State [Insert State].

Compliance with Laws.

MemberState], and such laws will govern this Terms of Use, without giving effect to any choice of law rules. We make no representation that our website or other services are appropriate, legal or available

Governing Jurisdiction of the Courts [Insert State]

Our website is operated and provided in the State of [Insert State]. As such, we are subject to the laws of the State [Insert tions whatsoever with regard to any product provided or offered by any Vendor, and you acknowledge that any reliance on representations and warranties provided by any Vendor shall be at your own risk.representations or warranties as to the accuracy or reliability of any information provided on this website.

Website Terms of Use 6

[Insert Name of Company] makes no warranties or representabeen provided by the Vendors or collected from publicly available sources. While [Insert Name of Company] makes every effort to ensure that the information on this website is accurate, we can make no view said privacy policies of third-parties' sites.

Disclaimer Regarding Accuracy of Vendor Information [Optional Clause]

Product specifications and other information have either content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therein. We encourage all Members to re of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or thep>Our website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availabilityr website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

Third-Party Sites [Optional Clause]

Modifications and Interruption to Service

[Insert Nam or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of Member's use of the Service, the violation of this Agreement, or infringement by Member, orINAPPLICABLE.

Indemnification

Member agrees to indemnify and hold [Insert Name of Company], its parents, subsidiaries, affiliates, officers and employees, harmless from any claimED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS e 5 SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF [INSERT NAME OF COMPANY] HAS BEEN ADVIS NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THIS WEB Website Terms of Usrenced exclusion is inapplicable.

Limitation of Liability

[Insert Name of Company] SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR [INSERT NAME OF COMPANY] SHALLuding the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdictions do not allow the exclusion of implied warranties, therefore the aboverefewise. [Insert Name of Company] shall have no liability for any interruptions in the use of this Website. [Insert Name of Company] disclaims all warranties with regard to the information provided, incl Name of Company] makes no representations or warranties of any kind, express or implied, regarding the use or the results of this web site in terms of its correctness, accuracy, reliability, or other/p>

Disclaimer of Warranties.

The site is provided by [Insert Name of Company] on an "as is" and on an "as available" basis. To the fullest extent permitted by applicable law, [Insertide (1) all equipment necessary for their own Internet connection, including computer and modem and (2) provide for Member's access to the Internet, and (3) pay any fees relate with such connection. < provided in this paragraph, this Agreement may not be amended.

1. Description of Service
   

   [Insert Name of Company] is providing Member with [Insert type of service]. Member must prove of Company/Website Address].com website. Your continued use of the Service after amendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except ase the right, at any time, to modify, alter, or update the terms and conditions of this agreement without prior notice. Modifications shall become effective immediately upon being posted at [Insert Namcom website you (the "Member") agree to these terms and conditions. If you do not agree to the terms and conditions of this agreement, you should immediately cease all usage of this website. We reservlast updated on [Insert date].

   This Terms of Use Agreement sets forth the standards of use of the [Insert Name of Company] Online Service. By using the [Insert Name of Company/Website address].or Website Terms of Use Agreement

   Terms of Use Agreement

   
   Read This Terms of Use Agreement Before Accessing Website.
   

   Effective Date: This Terms of Use Agreement was is consenting to the use and disclosure of their personally identifiable information and other practices described in our Privacy Policy Statement[if applicable]. Website Terms of Use 4 HTML Code f addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a Member. Member agrees that by accepting this Terms of Use Agreement, Member r agreements referenced herein may be assigned by [Insert Name of Company], in our sole discretion, to a third party in the event of a merger or acquisition. This Terms of Use Agreement shall apply ins (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. You agree that this Terms of Use Agreement and any othegging facility, or any other destination at our discretion. 13. Other Terms If any provision of this Terms of Use Agreement shall be unlawful, void or unenforceable for any reason, the other provisionelated activities. If any hostnames are used as command and control points for botnets, [Insert Name of Company] reserves the right to direct the involved hostnames to a honeypot, loopback address, loe: [Insert Number] By Email: [Insert Address] 12. Botnets [Optional Provision] [Insert Name of Company] retains the right, at our sole discretion, to terminate any accounts involved with botnets and rennium Copyright Act, [Insert Name of Company].com designates the following individual as its agent for receipt of notifications of claimed copyright infringement. By Mail [Insert Address] By Telephon or have any affiliation with [Insert Name of Company]. 11. Notification of Claimed Copyright Infringement Pursuant to Section 512(c) of the Copyright Revision Act, as enacted through the Digital Milldation of those Vendors. In addition, such use of trademarks or links to the web sites of Vendors is not intended to imply, directly or Website Terms of Use 3 indirectly, that those Vendors endorsef Company]. [Optional Provision]All other trademarks displayed on [Insert Name of Company]'s website are the trademarks of their respective owners, and constitute neither an endorsement nor a recommen any product or service that is not provided by [Insert Name of Company], in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits [Insert Name o Company]. [Insert Name of Company]TM and [Insert Name of Company].comTM are proprietary marks of [Insert Name of Company].com. [Insert Name of Company]'s trademarks may not be used in connection withbot, spider, or other automatic device, or manual process to monitor or copy our web pages or the content contained therein without prior written permission of an authorized officer of [Insert Name of or other commercial exploitation of any kind, without prior written permission of an authorized officer of [Insert Name of Company] is strictly prohibited. Members agree that they will not use any roy rights. Any use of materials on the website, including reproduction for purposes other than those noted above, modification, distribution, or replication, any form of data extraction or data mining,election and arrangements thereof is ©2005 [Insert Name of Company].com, with all rights reserved, or is the property of [Insert Name of Company] and/or third parties protected by intellectual propert international law or regulation. 10. Copyright and Trademark Information [Optional clause] All content included or available on this site, including site design, text, graphics, interfaces, and the surther agrees not to transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, orible for compliance with any such laws. Member may not use the Service in any way that violates applicable state, federal, or international laws, regulations or other government requirements. Member fly, if you choose to access our site you agree to do so subject to the internal laws of the State [Insert State]. 9. Compliance with Laws. Member assumes all knowledge of applicable law and is responss Terms of Use, without giving effect to any choice of law rules. We make no representation that our website or other services are appropriate, legal or available for use in other locations. Accordingdiction of the Courts [Insert State] Our website is operated and provided in the State of [Insert State]. As such, we are subject to the laws of the State [Insert State], and such laws will govern thirovided or offered by any Vendor, and you acknowledge that any Website Terms of Use 2 reliance on representations and warranties provided by any Vendor shall be at your own risk. 8. Governing Jurisons or warranties as to the accuracy or reliability of any information provided on this website. [Insert Name of Company] makes no warranties or representations whatsoever with regard to any product pd by the Vendors or collected from publicly available sources. While [Insert Name of Company] makes every effort to ensure that the information on this website is accurate, we can make no representati to review said privacy policies of third-parties' sites. 7. Disclaimer Regarding Accuracy of Vendor Information [Optional Clause] Product specifications and other information have either been provideor the content located on such sites. Your use of those third-party sites is subject to the terms of use and privacy policies of each site, and we are not responsible therein. We encourage all Membersbility of, or the content located on or through, any third-party site. You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links Clause] Our website may include links to other sites on the Internet that are owned and operated by online merchants and other third parties. You acknowledge that we are not responsible for the availad or secure access to our website and operation of our website may be interfered with or adversely affected by numerous factors or circumstances outside of our control. 6. Third-Party Sites [Optional party should [Insert Name of Company] exercise its right to modify or discontinue the Service. Member acknowledges and accepts that [Insert Name of Company] does not guarantee continuous, uninterrupten to Service [Insert Name of Company] reserves the right to modify or discontinue the Service with or without notice to the Member. [Insert Name of Company] shall not be liable to Member or any third is Agreement, or infringement by Member, or other user of the Service using Member's computer, of any intellectual property or any other right of any person or entity. 5. Modifications and Interruptiocers and employees, harmless from any claim or demand, including reasonable attorneys' fees and costs, made by any third party due to or arising out of Member's use of the Service, the violation of thEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS IS INAPPLICABLE. 4. Indemnification Member agrees to indemnify and hold [Insert Name of Company], its parents, subsidiaries, affiliates, offiSERT NAME OF COMPANY] HAS BEEN Website Terms of Use 1 ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSSE, ARISING OUT OF OR RELATED TO THIS WEB SITE OR THE INFORMATION CONTAINED IN IT, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF [INS WHATSOEVER, AND IN PARTICULAR [INSERT NAME OF COMPANY] SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF Utions do not allow the exclusion of implied warranties, therefore the above-referenced exclusion is inapplicable. 3. Limitation of Liability [Insert Name of Company] SHALL NOT BE LIABLE FOR ANY DAMAGECompany] disclaims all warranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement. Some jurisdics of this web site in terms of its correctness, accuracy, reliability, or otherwise. [Insert Name of Company] shall have no liability for any interruptions in the use of this Website. [Insert Name of as available" basis. To the fullest extent permitted by applicable law, [Insert Name of Company] makes no representations or warranties of any kind, express or implied, regarding the use or the result) provide for Member's access to the Internet, and (3) pay any fees relate with such connection. 2. Disclaimer of Warranties. The site is provided by [Insert Name of Company] on an "as is" and on an "rvice [Insert Name of Company] is providing Member with [Insert type of service]. Member must provide (1) all equipment necessary for their own Internet connection, including computer and modem and (2mendments are posted constitutes an acknowledgement and acceptance of the Agreement and its modifications. Except as provided in this paragraph, this Agreement may not be amended. 1. Description of Seis agreement without prior notice. Modifications shall become effective immediately upon being posted at [Insert Name of Company/Website Address].com website. Your continued use of the Service after aree to the terms and conditions of this agreement, you should immediately cease all usage of this website. We reserve the right, at any time, to modify, alter, or update the terms and conditions of thndards of use of the [Insert Name of Company] Online Service. By using the [Insert Name of Company/Website address].com website you (the "Member") agree to these terms and conditions. If you do not agf Use Agreement Read This Terms of Use Agreement Before Accessing Website. Effective Date: This Terms of Use Agreement was last updated on [Insert date]. This Terms of Use Agreement sets forth the sta An attorney should be consulted before negotiating any document with another party. The purchase and use of this form is subject to the "Terms and Conditions" found at www.FindLegalForms.com Terms oe for your site. This form is not intended and is not a substitute for legal advice. This form should only be a starting point for you and should not be used without first consulting with an attorney.Information Terms of Use Bracketed instructions have been included on this form to assist you in completing it and should be removed before printing. Add or remove provisions to match the terms of usWebsite Privacy Statement 6
   Attention: Privacy Statement Personnel
   [Insert Address]
   [Insert Name of Company] will use commercially reasonable efforts to promptly respond and resolve any problem or question. its implementation, failure to adhere to this Privacy Statement and/or our general practices, please contact us.[insert link to email] or send your comments to:

[Insert Name of Company]our continued use of the service constitutes your agreement to this privacy statement and any updates.

CONTACTING US

If you have questions regarding our Privacy Statement,pdated" date at the top of this Privacy page. We encourage you to periodically review this privacy statement to stay informed about how we are helping to protect the personal information we collect. Yemail address].

CHANGES TO THIS STATEMENT

[Insert Name of Company] has the discretion to occasionally update this privacy statement. When we do, we will also revise the "unsure that personally identifiable information in your web account file is correct and current. You may review this information by contacting us by sending an email to our support attendant --[insert of Company] prohibits Web beacons from being used to collect or access your personal information.

ACCESSING WEB ACCOUNT INFORMATION

We will provide you with the means to enformation in relation to those page views, which in turn enables us and our service providers to learn which advertisements and emails bring you to our website and how you use the site. [Insert Name y these service providers to place a persistent cookie on your computer. This allows the service provider to recognize your computer each time you visit certain pages or emails and compile anonymous ip>

Some of these Web beacons may be placed by third party service providers to help determine the effectiveness of our advertising campaigns or email communications. These Web beacons may be used b to deliver cobranded services. [Insert Name of Company] may include Web beacons in promotional e-mail messages or newsletters in order to determine whether messages have been opened and acted upon.

USE OF WEB BEACONS OR GIF FILES
Website Privacy Statement 5

[Insert Name of Company/Wncluding:

• To fulfill your service requests for services.
• To protect ourselves from liability,
• To respond to legal process or comply with law, or
• In connectiine technical support and troubleshooting.

  We will not disclose personally identifiable information we collect from you to third parties without your permission except to the extent necessary ivant information. You may also be asked to disclose personal information to us so that we can provide assistance and information to you. For example, such data may be warranted in order to provide only to bill you for the services you purchased. If you purchase by credit card, this information may be forwarded to your credit card provider. For other types of registrations, we will ask for the relehone number or facsimile number, account number and other relevant information. If you are purchasing a service, we will request financial information. Any financial information we collect is used onli> Personal Information Users
  

  Visitors to our website can register to purchase services. When you register, we will request some personal information such as name, address, email, telepsually modify your browser setting to decline cookies. If you reject cookies by changing your browser settings then be aware that this may disable some of the functionality on our Website.

You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can ught to share aggregated site statistics with partner companies, but does not allow other companies to place cookies on our website unless there is a temporary, overriding customer value (such as mergievant content and eases site navigation by providing and saving your preferences and login information as well as providing personalized functionality.

[Insert Name of Company] reserves the rixample, if you personalize a web page, or navigate within a site, a cookie helps the site to recall your specific information on subsequent visits. Hence, this simplifies the process of delivering relned to you, and can only be read by a Web Server in the domain that issued the cookie to you.

One of the primary purposes of cookies is to provide a convenience feature to save you time. For el text file that is placed on your hard disk by a Web page Website Privacy Statement 4 server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigi>

• Pages you viewed on the site.

Use of Cookies

[Insert Name of Company] may use cookies to personalize or enhance your user experience. A cookie is a smal

State or country from which you accessed the site.

Date and time of your visit.

Name of your Internet service provider.

Web page you linked to our site from.

• Your Internet protocol address.
• The kind of browser or computer you use.
• Number of links you click within the site.
our Web Server logs, the user, and with Cookies.


1. Web Server Logs.
   

   When you visit our Website, we may track information to administer the site and analyze its usage. Exan with such parties.



2. INFORMATION WE COLLECT AND HOW WE USE IT
   

   [Insert Name of Company] collects certain information from and about its users three ways: directly fromtents of those sites. We recommend and encourage that you always review the privacy policies of merchants and other third parties before you provide any personal information or complete any transactioonsumer privacy. However, since we do not have direct control over the policies or practices of participating merchants and other third parties, we are not responsible for the privacy practices or conive website. Online merchants and others who participate in [Insert Name of Company] services are encouraged to participate in industry privacy initiatives and to take a responsible attitude towards c

   Related services and offerings with links from this website, including vendor sites, have their own privacy statements that can be viewed by clicking on the corresponding links within each respectpany]'s Privacy Statement and freely consent to the information collection and use practices described in this Website Privacy Statement.



3. PARTICIPATING MERCHANT POLICIES
   gard to the information we collect when you or your computer interact with our website. By accessing [Insert Name of Company/ Website Address], you acknowledge and fully understand [Insert Name of Coml>
4. ACKNOWLEDGEMENT AND ACCEPTANCE OF TERMS
   

   [Insert Name of Company] is committed to protecting your privacy. This Privacy Statement sets forth our current privacy practices with re problem or question. Website Privacy Statement 3 HTML CODE FOR PRIVACY POLICY

   [Insert Name of Company] Website Privacy Statement

   This document was last updated on [Insert Date].

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