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LAWRESEARCH, INC.
ADVERTISING AGREEMENT & PURCHASE ORDER
PURCHASE ORDER
Company Name: ___________________________________
Billing Address: ___________________________________
___________________________________
Contact Name: ___________________________________
Phone Number: ___________________________________
E-mail Address: ___________________________________
Facsimile Number: ___________________________________
Number of
Impressions/Month: ___________________________________
Start Date: ___________________________________
URL Link to: ___________________________________
Billing: ( ) quarterly ( ) annually
Billing Rate $50.00/Month
Duration: ____ months Minimum of 3 & Maximum of 12 months
Banner Type: ( ) Click-thru Hotmap 480 x 60 pixels
____________________ ("Advertiser") hereby agrees to purchase a banner
advertisement from LawResearch, Inc., a Washington corporation ("LawResearch"),
under the terms and conditions of this Purchase Order and Advertising Agreement.
Advertiser understands that this Purchase Order is a binding offer to purchase
advertising from LawResearch under the terms and conditions of the following
agreement.
AGREEMENT
In consideration of the mutual covenants contained herein and other valuable
consideration, the parties agree as follows:
1. DEFINITIONS.
"Advertising Space" means one Advertisement, stored on the LawResearch
server, with a Defined Start Date.
"Advertising Period" means the time during which the ad is stored on the
LawResearch server and displayed on "Just the Law Links.
"Banner Advertisement" means the graphic file supplied by the Advertiser that
displays the advertisement and can be selected by a user as a Link.
"Just the Law Links" means LawResearch’s database directory of legal
resources on the World Wide Web portion of the Internet.
"Link" means a request for information from a server other than the
LawResearch server.
"Page" means an HTML document that may contain text, images, or other on-line
elements.
"Start Date" means the first day LawResearch’s server will display the
Advertisement.
2. PURCHASE OF ADVERTISING. Advertiser hereby agrees to purchase the
advertising space requested in the Purchase Order upon the terms and conditions
of this Agreement and upon acceptance of the banner advertisement by
LawResearch. The Purchase Order shall be incorporated into this Agreement.
3. PLACEMENT. Upon acceptance of the advertisement by
LawResearch, advertiser will receive a position on a LawResearch page consisting
of a 480 pixles x 60 pixels (approximately) GIF file commencing on the start
date. Positioning of the advertisement is at the discretion of LawResearch
except where an arrangement for a specified position is acknowledged by
LawResearch in writing.
4. START DATE. Subject to LawResearch’s discretion as to the acceptance and
timing of entries, reservations for a specific start date are made by
LawResearch on a first-come, first- served basis, following receipt of the
Purchase Order. If the particular start date requested by Advertiser is full,
LawResearch will reserve a spot for Advertiser’s advertisement on the first
available start date following the requested date.
5. DURATION. & RATES. Are set forth in the Purchase Order Form.
6. HOTMAP IMAGE SPECIFICATIONS.
a). Image File Format: GIF or JPEG format only.
b). Image Dimensions: 480 pixels wide by 60 pixels tall.
d). Image File Size: 15k maximum size.
e). Hyperlink: One descriptive sentence must appear on the advertisement.
7. PAYMENT. Payment must be received before the placement of the banner
advertisement. Thereafter, Advertiser shall be billed on a ( ) quarterly ( )
yearly basis. Accounts are due and payable upon billing, and become past due on
the 10th day following statement date. A service charge of 1.5% per month will
be assessed on overdue balances, 50¢ minimum. Advertiser agrees that should it
become necessary for LawResearch to institute legal proceedings for the
collection of any balance due under this account, Advertiser agrees to pay
reasonable attorney fee’s and all costs of suit.
8. RIGHT TO REFUSE ADVERTISING. All contents of the advertisement are subject
to LawResearch’s approval and editing. LawResearch reserves the right without
liability, to reject, omit, exclude, or cancel any advertisement for any reason
at anytime, with or without notice to the Advertiser, and whether or not such
advertisement was previously acknowledged, accepted or posted on Just the Law
Links. LawResearch 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. Advertiser shall provide LawResearch with access to any
material that users can link through the Advertisement.
9. USAGE STATISTICS. LAWRESEARCH MAKES NO GUARANTEE THAT USAGE
STATISTICS WILL BE EQUAL TO ANY PUBLISHED NUMBERS AT ANY GIVEN TIME. LAWRESEARCH
SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SAID USAGE STATISTICS.
LAWRESEARCH PROVIDES ADVERTISERS WITH HISTORICAL AVERAGE USAGE STATISTICS ONLY
AS A COURTESY TO THE ADVERTISERS .
10. 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 LawResearch’s advertising standards; and that
it holds the necessary rights to permit the use of the Advertisement and Link by
LawResearch 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 c, 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 anti-discrimination law or regulation, or any
other right of any person or entity. Advertiser agrees to indemnify LawResearch
and to hold LawResearch harmless from any and all liability, loss, damages,
claims, or causes of action, including reasonable legal fees and expenses that
may be incurred by LawResearch, arising out of or related to Advertiser’s breach
of any of the foregoing representations and warranties.
11. LIMITATION ON LIABILITY. LawResearch shall not be liable for its failure,
for any cause, to post an advertisement. Liability for any error cause by
LawResearch appearing in an advertisement is limited to a credit equal to the
cost of the space actually occupied. No allowance, however, will be granted for
an error that does not materially affect the value of the advertisement. To
qualify for an adjustment, any error must be reported within 15 days of the
start date.
12. LIMITATION ON DAMAGES. IN NO EVENT WILL LAWRESEARCH BE LIABLE TO
ADVERTISER FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT LAWRESEARCH HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE.
13. DISCLAIMER OF WARRANTIES. LawResearch makes no representation as to the
number of times Advertiser’s link will be accessed and no guarantee that usage
statistics will be equal to any published numbers at any given time.
14. CANCELLATION. All banner ads must run consecutively for the advertising
period ordered unless Advertiser gives written notice of cancellation, which
shall result in a short-rate charge of $_50.00. Cancellation orders shall
be processed within 10 (ten) working days of the date written cancellation
notice is received by LawResearch.
15. TERM AND TERMIINATION. This Agreement shall become effective on the
Effective Date and shall remain in force for 3 months unless sooner
terminated by LawResearch or canceled by Advertiser. LawResearch may terminate
this Agreement for any reason upon ten (10) days’ written notice. If LawResearch
terminates this Agreement for cause, Advertiser shall not be entitled to a
refund. If LawResearch terminates this Agreement for convenience, Advertiser
shall be entitled to a refund on a pro rata basis.
16. CHANGES. LawResearch reserves the right to revise its advertising rates
at any time. Announcement of an increase shall be made four weeks in advance to
contract advertisers. Conditions other than rates are subject to change without
notice.
17. FORCE MAJUERE. LawResearch is not liable for delays in performance and/or
nonperformance resulting from any condition beyond the control of
LawResearch.
18. ASSIGNMENT. Advertiser may not assign this agreement, in whole or in
part, without LawResearch’s written consent. Any attempt to assign this
Agreement without such consent will be null and void.
19. GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of Washington.
20. ENTIRE AGREEMENT. This Agreement and all exhibits 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 by the Rate Card (Exhibit B). The
terms and conditions of this Agreement will prevail over any contrary or
inconsistent terms in any purchase order.
IN WITNESS WHEREOF, the undersigned have set their hands and seals on the
date written below.
LAWRESEARCH, INC. ...............ADVERTISER
By ________________________ By______________________
Print ________________________ Print ____________________
Date ________________________ Date ____________________
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