This Web Advertising Agreement (the "Agreement") is made effective today by and between Q1Media ("Q1Media") with its principal place of business at 11401 Century Oaks Terrace, Suite 470, Austin, TX 78758 and the approved party submitting this web registration form, ("Company").
Q1Media will review this completed registration form and notify Company of its approval or rejection as a Q1Media Publisher with 15 days of submission.
Upon Approval, Company authorizes Q1Media to sell Advertising appearing on the pages of the Company Web Sites (listed in this registration form) on a non-exclusive basis. Q1Media will provide advertising sales, billing, and advertising delivery management functions for all advertising campaigns it sells on the Company Web Sites. Q1Media acknowledges that Company reserves the rights to sell Advertising through the employees of Company, its successor(s), subsidiaries or affiliates and other third parties.
Company, using commercially reasonable efforts, will provide Q1Media with the requested number of advertising impressions per day. The size and placement of advertising products are to be mutually agreed upon by the Q1Media and Company, and may include video units, IAB display banners and other display media. Company will serve such advertising through Q1Media"s ad serving technology. In connection therewith, Company will implement any "ad tags" that may be necessary to allow Q1Media to serve ads on Companys Website and will cooperate with Q1Media in the accomplishment of any and all technical arrangements that may be required to enable the delivery of advertising.
The parties will share net advertising revenue as follows: 70% to Company. Net Advertising Revenue is defined as Gross Revenue less 3rd party serving fees or rich media fees if applicable. Q1Media may from time to time inform company of the number of requested impressions, the start and end dates, the geo-targeting requirements and the net CPM rate due to company for a specific campaign or group of campaigns.
Q1Media will pay all amounts due to Company under this Agreement within sixty (60) days after the end of each calendar month for which the amounts have been recognized as billable revenue to advertisers. However, if the amount accrued is less than $25 (USD), payment will be deferred until the month in which the cumulative balance owed to Company exceeds $25 (USD). Accounts that are terminated with less than $25 (USD) accrued will forfeit the unpaid amounts.
Q1Media will deliver to Company, or make available via the Internet, a report which will show in reasonable detail the basis and computation of payments due to Company from Q1Media under this Agreement, if any, due or credited to Company for such monthly period.
Company may elect, in writing, to not allow Q1Media to place advertising which Company deems in its sole discretion, as inappropriate.
This Agreement commences on the Effective Date and continues in full force while you use the service . Company may terminate this agreement at any time, for any reason by contacting us and requesting that we shut down your account. Q1Media may terminate this agreement for any reason, effective upon sending notice to the then current email address on file with us. Upon termination, Q1Media will have no liability whatsoever to Company. In the event of termination of this Agreement for any reason, Company shall immediately remove all ad code from Publisher Sites, and any payment obligations incurred prior to the effective date of termination, shall survive.
In no event shall we be liable to you or any third party for any lost profit or any indirect, consequential, incidental, exemplary, special or punitive damages arising from your use of the Q1Media service, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of $25 (USD) and the amounts we paid to you in the twelve (12) months prior to the accrual of the claim. Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you will also have other legal rights that vary from jurisdiction to jurisdiction.
You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with other persons or conduct of any third party. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.
You will indemnify, defend and hold harmless Q1Media, its affiliates, advertisers and the respective partners, agents, officers, directors and employees of each of the foregoing, from and against any loss, liability, cost, expense, claim, injury or damage (including, without limitation, reasonable attorneys' fees and expenses) (collectively, "Losses"), arising from or related to your breach of any provision in this Agreement.
