Advertising Representation
Agreement
This Client
Services Agreement ("Agreement") is made as of the 17th day
of August, 2009 (" Effective Date ") between
InvestingChannel, Inc. (“InvestingChannel” or
“Representative”), a Delaware corporation, and the
Client named below (“Client”). Capitalized
terms not otherwise defined on this Agreement shall have the same
meaning ascribed to such terms in the Terms and Conditions attached
hereto and incorporated herein.
WHEREAS, Client owns and operates its content
and inventory located on www.mediasentiment.com (the
“Website”);
WHEREAS, Client desires to engage Representative
for the solicitation and sale of advertising space and the
representation of some of Client’s Inventory (as defined
below).
NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, THE PARTIES AGREE TO THE TERMS SET FORTH BELOW AND
THE TERMS AND CONDITIONS ATTACHED HERETO:
REPRESENTATION
FORM
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825 Van Ness
Ave, 4th Fl.
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InvestingChannel, Inc.
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nikesh@investingchannel.com
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Representative
shall remit to Client fifty percent (50%) of Revenue (as defined
below). For the first two weeks upon ad tag implementation,
Representative may run some free ad campaigns to measure site
performance.
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InvestingChannel shall make payments to Client
on or before the 45 days following the last day of the calendar
month in which InvestingChannel collects and receives payment from
the applicable advertiser and when payment totals at least $200.00
(the “Minimum Payment”).
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All ad
impressions that Client owns and serves through its Website(s),
e-newsletters, registration and email database.
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IN WITNESS WHEREOF, InvestingChannel and Client have each caused
this Agreement to be executed by their duly authorized
representatives, effective as of the day and year first written
above.
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INVESTINGCHANNEL, INC.:
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CLIENT:
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TERMS AND
CONDITIONS
I.
SERVICES
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The Client
hereby retains and appoints the Representative during the term of
this Agreement as the exclusive seller of Client’s
advertising space within the Inventory on the terms set forth in
the Representation Form. For the purpose of this
Agreement, the term “Inventory” shall have the meaning
set forth in the Representation Form.
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The
Representative accepts the appointment and agrees to use its
efforts in the solicitation and sale of advertising space within
the Inventory and in the advancement and promotion of said
Inventory, adhering at all times to the established policies of the
Inventory.
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It is
understood and agreed that all Advertising sold by Representative
will be solely approved, trafficked, served and optimized by
Representative with Representative’s chosen ad serving
technology. For the purpose of this Agreement, the terms
“ Advertising ” or “ Advertisement
” shall mean advertising sold by Representative, in any media
or form, for an advertisers’ brands, products or services,
for placement on Client’s products and services, in any media
or form, including without limitation, web sites and email
lists.
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During the term
of this Agreement, Representative shall remit to Client an amount
of the Revenue as set forth in the Representation Form. For the
purpose of this Agreement, " Revenue " shall mean and
include all amounts billed and received, net of refunds, by
Representative for Advertising generated and sold by Representative
on Client’s Inventory. Representative shall be entitled to
commissions on all Advertising during the term of this Agreement,
and, upon termination of this Agreement, on all Advertising
contracts agreed to in writing during the term hereof.
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Representative
shall have the sole responsibility for calculation and reporting of
all statistics, including impressions, leads, sales clicks,
earnings reports and referral earnings. Representative
will post reports of all traffic resulting from the Client’s
advertising HTML codes (“ Ad Codes ”) on
Representative’s website for the Client to access.
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Representative
will make payments to Client within the period set forth in the
Representation Form. Representative shall not be liable for monies
billed but not cleared and collected from advertisers.
Representative will pay the Client only for months in which earned
revenue exceeds Minimum Payment for the month. Revenue which is not
paid to the Client in any month will be credited to the account of
the Client and paid later, when accrued revenue exceeds Minimum
Payment.
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The
Representative shall bear all its expenses and obligations incurred
in connection with its solicitation and sale of advertising space
on the Inventory, including travel and entertainment expenses. In
the event Client requests the Representative to travel, attend
trade shows/conventions or sales meetings or perform other services
not in the normal course of its duties, Client will promptly
reimburse Representative for all reasonable expenses
incurred.
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Client shall be
responsible for paying any applicable charges under this Agreement,
including any applicable taxes or charges imposed by any government
entity, including, but not limited to personal income tax, social
security and/or welfare obligations, sales tax, Value Added Tax
(VAT), and use tax if applicable. Client also agrees
that Representative is not obligated to determine whether sales or
use taxes apply on any Advertising sales and is not responsible to
collect, report, or remit any sales or use taxes arising from any
such transaction.
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III. SERVICE REQUIREMENTS
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To enable
Representative to maximize the Advertising revenue for the
Inventory, Client hereby agrees to, at minimum, the
following: (i) enable Client websites’ pages to
display all forms of “rich media” Advertising, subject
to both parties’ approval; (ii) allow Representative to link
to the Client and its content from all websites and blogs owned
and/or managed and/or represented in any way by Representative; and
(iii) provide all or some portion of the following items for
Advertising: banners in the form of 728x90 pixels,
300x250 pixels, 160x600 pixels and other such units requested by
advertisers.
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Client agrees
to code the pages of Client’s websites with the HTML tags and
do so in a mutually agreed upon manner, provided by Representative
within five (5) business days of Client’s receipt of such
HTML tags. The HTML tags enable Representative to serve
Advertisements. During the term of this Agreement, Client agrees to
maintain on Client’s websites all HTML tags necessary for
Representative to serve Advertising. If at any point
during the term of this Agreement, Representative requests via
email notification that Client remove certain of such HTML tags for
reasons of inventory management or to minimize the generation of
system defaults, Client agrees to do so within three (3) business
days, and send an email confirmation to Representative upon such
removal. Client agreed not to alter, modify, or delete
and HTML tags without seven (7) business day’s prior written
notice to Representative.
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IV. INVESTINGCHANNEL
NETWORK POLICIES AND CLIENT OBLIGATIONS
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Network
Policies
Client hereby
acknowledges and agrees that:
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A.
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Client account
will be monitored continuously by Representative’s traffic
department. In the event Representative deems a Client's account to
be outside the acceptable bounds for traffic quality,
Representative will terminate the account. In the event traffic
quality drops below the acceptable average for only a specific
website within a Client's account, Representative will request that
the Client remove the website from their account. Failure to do so
will result in termination of the Client's membership;
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B.
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Membership in
the Representative online advertising network is subject to prior
approval by Representative. Representative reserves the right to
refuse service to any new or existing Client, at its sole
discretion, with or without cause. Approval of membership in the
Representative online advertising network is limited only to the
specific root domain for which the Client has applied for
approval;
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C.
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Up to 10% of
Inventory may be provided free of charge, at the sole discretion of
Representative, to current or potential future advertisers or to
non-profit organizations or similar groups mainly for the purpose
of reconciling advertiser serving technology discrepancies for
number of ads served and advertiser test campaigns;
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D.
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From time to
time, in order for the advertising agencies or advertisers to
optimize their advertising campaigns, Representative may be
required to change the targeting of a campaign in mid-flight if
directed to do so by the buyer of the advertising or if decided to
do so by the Representative. All attempts will be made to meet the
performance needs to the advertising agency to minimize any
negative impact on the Client;
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E.
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Client shall
assign traffic metrics of the Inventory for all third party
tracking organizations, including but not limited to comScore
Networks and Nielsen//NetRatings, to Representative.
Client further agrees to execute documents with Media Metrix or
other third party services to evidence such assignment of site
traffic;
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F.
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Representative
is the sole owner of all website, campaign, and aggregate user data
collected by the Representative. Advertisers have access only to
website and aggregate user data that is collected as part of their
campaign(s). Clients have access only to campaign and aggregate
user data that is collected through the use of their
inventory;
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G.
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Client shall
promptly notify Representative of any substantive change in Client
content or editorial direction;
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H.
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Client is
solely responsible for the development, maintenance and operation
of its Website and for all content and other materials that appear
on its Website;
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I.
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In the event
that an ad tag fails to function properly, Client shall be
responsible for removing such ad tag from its Website, and promptly
replace it with a new tag supplied by Representative, if
Representative is unable to correct the issue;
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J.
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Client agrees
to list Representative, during the term of this Agreement, as an
advertising representative for advertising for Client in any and
all applicable rate and data services and listings, as well as on
Inventory;
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K.
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At all times
during the term of this Agreement, Client shall display on the
footer or homepage of its Website such clickable network
attribution as is provided by Representative from time to time,
which shall link to a web page hosted by Representative promoting
or otherwise providing information about the network;
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L.
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Client shall display on its Website,
and fully complied with, a privacy policy that is in compliance
with all applicable laws rules and regulations. Such
policy shall be accessible via a link on the home page of each
Website and any other pages upon which user information is
collected. Client shall also provide a section in their
privacy policy that clearly and conspicuously discloses its use of
third party ad and collection of information for ad
targeting;
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M.
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Client shall
display a piece of code throughout its site which allows
Representative to quantify and survey the audience so as
to
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