PARTIES:
Pursuant to this binding agreement MYGOLFSPY.COM, and Advertiser, agree to the following terms and conditions.
SCOPE OF ADVERTISING PURCHASE
Under this agreement, advertiser purchases a minimum of 3 months of ad space on the MyGolfSpy Forum at a monthly rate of $299.
DEFINITIONS:
"Advertising Space" means one banner Advertisement, stored on the MYGOLFSPY.COM Web server, with a defined Start Date.
"Advertisement" means the graphic file supplied by an Advertiser which can be selected by a user as a Link.
"Link" means a request for information from a server other than the MYGOLFSPY.COM Web server.
"Start Date" means the first day the MYGOLFSPY.COM Web server will display the Advertisement.
"MYGOLFSPY.COM Web server" means a server computer of MYGOLFSPY.COM that users may access via the Internet.
PAYMENT:
MYGOLFSPY.COM reserves the right to hold Advertiser and its authorized advertising agent jointly and severally liable for any and all amounts owed.
RIGHT TO REFUSE UNACCEPTABLE ADVERTISING:
MYGOLFSPY.COM reserves the right to refuse any advertisement sponsorship banner that does not completely conform to the MYGOLFSPY.COM Web Site. MYGOLFSPY.COM reserves the right to refuse any advertisement graphic that does not arrive seven days before the Advertiser would like the banner to be produced online. MYGOLFSPY.COM does not accept advertising from companies that produce pornographic products or services (which MYGOLFSPY.COM shall have complete discretion to define), or their subsidiaries, or foundations funded by such companies whose function is to improve acceptance of such products by the public. This Agreement is voidable by MYGOLFSPY.COM immediately if Advertiser fails to disclose (or conceals or misrepresents) any involvement pornographic products or services. In addition, MYGOLFSPY.COM may in its complete discretion refuse the use of any other advertising that it deems to be inappropriate.
USAGE STATISTICS:
MYGOLFSPY.COM MAKES NO GUARANTEE OF ANY LEVEL OF TRAFFIC AT ANY GIVEN TIME. MYGOLFSPY.COM SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO PUBLISHED OR UNPUBLISHED USAGE STATISTICS.
TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY:
Advertiser is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement. Advertiser represents and warrants that the Advertisement and Link comply with MYGOLFSPY.COM advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by MYGOLFSPY.COM for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violations as infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any antidiscrimination law or regulation, or any other right of any person or entity. Advertiser agrees to indemnify MYGOLFSPY.COM and to hold SSS-MAG.COM harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by MYGOLFSPY.COM, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties. Advertiser agrees to request that MYGOLFSPY.COM be listed as an additional insured on any policy issued to Advertiser pursuant to which there could be coverage for any of the forms of legal liability described in this paragraph.
LIMITATION ON DAMAGES:
IN NO EVENT WILL MYGOLFSPY.COM BE LIABLE TO SPONSOR FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT MYGOLFSPY.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
ASSIGNMENT:
Advertiser may not assign this agreement, in whole or in part, without MYGOLFSPY.COM's written consent. Any attempt to assign this Agreement without such consent will be null and void.
GOVERNING LAW:
This Agreement will be governed by and construed in accordance with the laws of the State of California & Virginia.
ENTIRE AGREEMENT:
This Agreement and any and all exhibits and attachments are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter, provided that all pricing will be governed byMYGOLFSPY.COM's Pricing Information, whether printed on paper or electronically. The terms and conditions of this Agreement will prevail over any contrary or inconsistent terms in any purchase order. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
