By submitting advertising for
publication within the Services, each advertiser and advertising agency agrees the
following standard advertising terms and conditions: 1. General.
A signed contract must be submitted to NetOne Solutions, Inc. five days in advance of
initial publication date. By submitting advertising for inclusion on a NetOne Solutions,
Inc. site, advertiser/agency agrees to be bound by the terms of this contract. No
conditions other than those set forth herein shall be binding on NetOne Solutions, Inc.
unless specifically agreed to in writing by NetOne Solutions, Inc.. NetOne Solutions, Inc.
will not be bound by conditions printed or appearing on order blanks or copy instructions
submitted by or on behalf of the advertiser/agency. This contract supersedes all terms and
conditions on NetOne Solutions, Inc.'s rate cards, and any previous agreements between
NetOne Solutions, Inc. and advertiser/agency.
2. Changes and Cancellations.
All artwork must be received at least five days in advance of publication date.
Cancellations or copy changes will not be accepted after the published closing date of the
update to the NetOne Solutions, Inc. site. Changes to artwork must be received by NetOne
Solutions, Inc. at least five days in advance of requested change date. NetOne Solutions,
Inc.'s ad banner specifications are accessible at http://www.netatlanta.com/banners.htm ;
NetOne Solutions, Inc. reserves the right to change any of its ad banner specifications at
any time. Any cancellations or change orders must be made in writing and acknowledged by
NetOne Solutions, Inc.. Change orders cannot be submitted any more frequently than once
every fourteen days. This contract may be canceled or changed by NetOne Solutions, Inc. or
advertiser/agency on 30 days written notice to the other party. NetOne Solutions, Inc. may
immediately terminate this contract if any change occurs in any applicable laws or
regulations that would, in NetOne Solutions, Inc.'s reasonable opinion, render NetOne
Solutions, Inc.'s performance hereunder illegal or otherwise subject to legal challenge.
3. Payment.
Unless otherwise agreed in writing, the first month's fees are due upon the execution of
this contract by the advertiser/agency and, thereafter, pro rata monthly in advance. If
payment is not made timely, NetOne Solutions, Inc. at its option, may immediately
terminate the contract. In addition, advertiser/agency shall be liable to NetOne
Solutions, Inc. for all attorney's fees and other costs of collection. Interest will
accrue on any past due amounts at the rate of one and one-half (1 1/2%) percent per month,
but not in excess of the lawful maximum. NetOne Solutions, Inc. shall have the right to
hold the advertiser and/or its agency or agent jointly and severally liable for all
amounts due.
4. Frequency and Discounts.
If NetOne Solutions, Inc. fails to provide the guaranteed number of impressions, NetOne
Solutions, Inc. will make good on this contract by providing advertiser with additional
impressions. NetOne Solutions, Inc. will not make good for under-delivery due to delays
caused by advertiser/agency. Advertiser/agency understands that all frequency discounts
are based on the advertiser's/agency's commitment to fulfilling the frequency indicated in
the contract. If, for any reason, this frequency is not met by the time of expiration or
cancellation of the contract, advertiser/agency agrees to pay a short rate charge on all
ads run. This charge will be equal to the difference between the rate shown in the
contract and the rate earned based on the applicable rate card for the actual frequency
completed.
5. Growth and Renewal.
(a) Per Impression Contracts. At the expiration of a contract for a guaranteed number of
impressions, provided the contract is for a length of time 180 days or longer,
advertiser/agency has the right to enter into a then-standard NetOne Solutions, Inc.
Network Advertising Contract for the same number of impressions for a second contract
period identical in duration to the first. The purchase price for a second contract period
will be determined by NetOne Solutions, Inc.'s then-current rate card. (b) Exclusive Key
Word/Phrase Contracts. The estimated number of impressions and the per impression charge
for a contract for the exclusive right to a key word/phrase will be determined at the time
the contract is signed. Advertiser/agency agrees to pay, on a per impression basis, for
any increase in impressions (calculated on a monthly basis) up to and including twice the
number of impressions estimated at the time the contract is signed. At the termination of
a key word/phrase contract, provided the contract is for a length of time 180 days or
longer, advertiser/agency has the right to enter into a then-standard NetOne Solutions,
Inc. Network Advertising Contract for the same key word/phrase for a second contract
period identical in duration to the first. The purchase price for the second contract
period will be determined by NetOne Solutions, Inc.'s then-current rate card. (c) Notice
of Renewal. In order to exercise the right to enter into a second contract,
advertiser/agency must notify NetOne Solutions, Inc. in writing 30 days before the
termination date of this contract that the advertiser/agency is purchasing the same number
of impressions or the same exclusive keyword/phrase for the second contract period.
Failure to give timely notice will result in forfeiture of the right to renew.
6. Licenses and Indemnification.
The advertiser/agency represents that the advertiser is the owner or is licensed to use
the entire contents and subject matter contained in its advertising and collateral
information, including, without limitation, (a) the names and/or pictures of persons; (b)
any copyrighted material, trademarks, service marks, logos, and/or depictions of
trademarked or service marked goods or services; and (c) any testimonials or endorsements
contained in any advertisement submitted to NetOne Solutions, Inc.. In consideration of
NetOne Solutions, Inc.'s acceptance of such advertisements and information for
publication, the advertiser and agency will jointly and severally indemnify and hold
NetOne Solutions, Inc. harmless against all loss, liability, damage and expense of any
nature (including attorney's fees) arising out of NetOne Solutions, Inc.'s performance
under this contract or the copying, printing, distributing, or publishing of
advertiser's/agency's advertisements. If advertiser possesses any preexisting copyright
interests in the advertisements, advertiser grants NetOne Solutions, Inc. the right to
use, reproduce, and distribute the advertisements.
7.Rejections.
NetOne Solutions, Inc. reserves the right, without liability, to reject, omit or exclude
any advertisement or to reject or terminate any links for any reason at any time, with or
without notice to the advertiser/agency, and whether or not such advertisement or link was
previously acknowledged, accepted, or published.
8. Limitation of Liability.
NetOne Solutions, Inc. shall not be liable for any errors in content or omissions. Should
an error appear in an advertisement, NetOne Solutions, Inc.' liability will be limited to
the cost of the advertisement (prorated for the publishing completed). NetOne Solutions,
Inc. will not be liable for any delays in delivery and/or non-delivery in the event of an
act of God, action by any government entity, transportation, strike, network difficulties,
electronic malfunction, etc. or any feasibility, reliability, or effectiveness related to
the NetOne Solutions, Inc.'s site. NetOne Solutions, Inc. does not represent or warrant
that the NetOne Solutions, Inc.'s site will meet the objectives or needs of
advertiser/agency or any third party. In no event will NetOne Solutions, Inc. be liable
for any failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, or
any other nonperformance related to the Lycos site. UNDER NO CIRCUMSTANCES WILL NETONE
SOLUTIONS, INC. BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR
RELATED TO THIS AGREEMENT, EVEN IF LYCOS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH
DAMAGES.
9. Choice of Law and Forum.
This contract shall be interpreted and construed in accordance with the laws of the State
of Georgia, without regard to its conflicts of laws provision, and with the same force and
effect as if fully executed and performed therein. Each party hereby consents to the
personal jurisdiction of the State of Georgia, acknowledges that venue is proper in any
state or Federal court in the State of Georgia, agrees that any action related to this
Agreement must be brought in a state or Federal court in the State of Georgia, and waives
any objection that may exist, now or in the future, with respect to any of the foregoing.
10. Credit Cards.
In the event that advertiser/agency pays any amounts due hereunder with a credit card and
the issuer of the credit card fails to pay the amounts authorized by advertiser/agency,
advertiser/agency shall immediately remit full payment to NetOne Solutions, Inc. plus any
interest due on the outstanding amounts. In addition, if advertiser/agency pays any
amounts due hereunder with a credit card and the issuer of the credit card seeks to
recover from NetOne Solutions, Inc. any amounts received by NetOne Solutions, Inc. from
the issuer, advertiser/agency shall immediately remit to NetOne Solutions, Inc. all
amounts necessary to comply with the issuer's request and any costs and expenses incurred
by NetOne Solutions, Inc.
11. Miscellaneous.
No public statements concerning the existence or terms of this contract will be made or
released to any medium except with the prior approval of both parties or as required by
law. This contract cannot be sold, assigned or transferred by advertiser/agency to any
party. If any portion of the contract is found unenforceable for any reason, the remainder
will remain in full force and effect. No waiver by NetOne Solutions, Inc. shall operate as
a waiver of any other provision or any subsequent default. This document represents the
entire agreement of the parties; NetOne Solutions, Inc. will not be bound by the
representations of any agents, brokers, or other third parties. Any modifications must be
in writing and signed by an authorized representative of NetOne Solutions, Inc.