DIRECTORY ADVERTISING AGREEMENT
This Directory Advertising Agreement, ("Agreement") between Greening Detroit, LLC and its affiliates d/b/a GreeningDetroit.com (collectively, "Licensor") and the customer agreeing to this agreement, ("Licensee") sets forth the terms and conditions that govern the online purchase of service by Licensee. For good and valuable consideration, and intending to be legally bound hereby, the parties hereby agree as follows:
a) Website: www.GreeningDetroit.com
b) Licensed Area: Manufacturing & Industry, Automotive & Transportation, Commercial Buildings, or other future sections of the Website.
c) Term: Twelve (12) Months beginning on the Commencement Date
d) Commencement Date: the date Licensee accepts this Agreement
e) Create Your Listing Form: Exhibit "A"
f) Options of service: Exhibit "B"
GENERAL TERMS AND CONDITIONS
This Agreement is for the placement of a display advertisement on the Website that shall be located within the Licensed Area. Licensor will determine coordinated assigned page and format issues in its sole discretion. Licensed Area is to be located within the advertising directory found by clicking on the specific advertising directory link entitled Manufacturing & Industry, Automotive & Transportation, Healthy Living & Nutrition, or other future titles, followed by identified links categorized and titled as Product Directory or Service Directory, or other advanced options purchased by Licensee. This Agreement can be agreed to by the Licensee, by "Checking" on to the box provided on the Create Your Listing Form (indicating "I Have Read and I accept the Terms and Conditions of this License Agreement." and by "Clicking" in the box provided, indicating the option of service requested on Become Listed page: Exhibit "B".
1. LICENSEE OBLIGATIONS
a) Licensee shall be solely responsible for supplying and managing the Licensee's own website at its own expense and shall not have any obligations whatsoever with respect to the Licensee's website except to provide specified purchased services that may include the creation of hyperlinks to Licensee's website. Licensee shall provide written text; photo(s); video(s); article(s) or any other information (collectively, "Content") requested on the "Create Your Listing Form" provided here as Exhibit "A", in order to allow Licensor to gather the data and place it on to the Licensed Area, although Licensor will only be required to post or provide service for the information pertaining to options of service(s) on the Become Listed page rendered, as shown on Exhibit "B". If hyperlinks are provided as a service to Licensee, Licensee shall notify Licensor in advance of any changes in its URL(s). Licensor retains the right, in its sole discretion and upon notification to the Licensee, to immediately cease linking to Licensee's website if, in Licensor's opinion, Licensee's website violates any applicable law or regulation, infringes upon any proprietary right of any third-party, is defamatory, obscene, offensive or excessively controversial or is not in compliance with Licensor's advertising guidelines and policies.
b) Licensee shall not use Licensor's brand(s), logo or any variation of the logo, without Licensor's prior written permission.
c) Licensee grants Licensor use of the Licensee's logo, trademarks, service marks, and copyrights for display on the Website during the Term of this Agreement.
d) Licensee agrees to pay Licensor the Licensee Fee on or before the Commencement Date. The License Fee shall be made payable to GreeningDetroit.com, and delivered to 1221 Bowers Street, #428, Birmingham, MI 48012, by hand, or via electronic payment. In the event Licensee fails to pay the Licensee Fee when due, this Agreement shall thereupon cease and terminate and any and all privileges granted to Licensee shall be automatically extinguished.
e) Licensee shall not in any manner deface or damage the reputation of the Website or of Licensor.
f) Licensee agrees to abide by the Website Terms and Conditions.
Upon expiration of the Term, this Agreement shall automatically renew for additional consecutive one year renewal terms unless Licensee or Licensor notifies the other of its intent not to renew at least thirty days before expiration of the Term or any renewal term. All services provided during the renewal term will be subject to the terms of this Agreement and the then-current Website Terms and Conditions, pricing and other terms for online Internet advertising available on the Website.
a) Licensor may increase License Fees prior to the commencement of any renewal term of this Agreement and shall so notify Licensee at least sixty (60) days prior to the expiration of the then-current term.
b) Either party may terminate this Agreement at any time in the event of a material breach by the other party that remains uncured after thirty (30) days written notice thereof.
c) Written notice is defined as writing delivered in person; sent by electronic mail; or sent by a mail carrier such as the United States Postal Service.
d) Within twenty-four (24) hours after expiration or termination of this license Agreement, Licensor shall have the right to remove all Licensee's information and contents from the Licensed Area.
3. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION
a) The Licensee's Representations and Warranties: Licensee represents and warrants that (I) Licensee has the right to grant the rights and licenses granted herein; (ii) Licensee is the sole owner or licensor of the Licensee's Content; (iii) Licensee's Content does not infringe, violate or misappropriate any trademark, patent, copyright, trade secret or any other intellectual property right of any third party; (iv) Licensee's Content does not contain any libelous material; (v) Licensee has the right and authority to enter into and perform all obligations under this Agreement; and (vi) Licensee shall comply with all applicable federal, state and/or local laws, statutes, ordinances, rules and regulations.
b) Licensor's Representations and Warranties: Licensor represents and warrants that (I) it has the right and authority to enter into and perform all obligations under this Agreement; and (ii) it shall comply with all applicable federal, state and or local laws, statutes, ordinances, rules and regulations with respect to the Website and its services.
c) Indemnity: Licensee agrees to indemnify, defend and hold Licensor harmless from any damage or injury to any person or property, directly or indirectly, or from any and every cause whatsoever arising or alleged to arise in connection to Licensee except that this clause shall not apply to acts of gross negligence or willful misconduct solely attributable to Licensor, its agents and employees where proven.
d) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER SUBJECT TO THIS AGREEMENT, INCLUDING ANY STATUTORY WARRANTY AGAINST INFRINGEMENT, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
4. LIMITATION OF LIABILITY
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS ARISING FROM THIS AGREEMENT (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
LICENSOR'S LIABILITY TO LICENSEE IS EXPRESSLY LIMITED TO THE AMOUNT PAID TO LICENSOR BY LICENSEE PURSUANT TO THIS AGREEMENT.
5. GENERAL PROVISIONS
a) Assignment: Licensee will not assign, delegate or otherwise transfer this Agreement or any right hereunder, either in whole or part (whether by express transfer, operation of law or otherwise) without the prior written consent of Licensor, except the Licensee may transfer or assign this Agreement without prior consent to any of its subsidiary or affiliate companies or successor either now existing or hereafter organized. Any attempted or purported assignment or other transfer not complying with the foregoing shall be null and void. This Agreement will inure to the benefit of and bind the parties' successors and permitted assigns.
b) Severability: The Agreement is to be construed under the laws of the State of Michigan, without regard to its conflict of law principles. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.
c) Independent Contractors: The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. No party shall have any right, power or authority to enter into any Agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
d) No Waiver: The failure of either party to insist upon or enforce strict performance by the other party, of any provision of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver or relinquishment of such party's right to enforce any such provision or right in any other instance.
e) Notice: Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (I) on the delivery date if delivered by electronic mail; (ii) on the delivery date if delivered personally to the party to whom the same is directed; (iii) one (1) business day after deposit with a commercial overnight carrier with written verification of receipt; or (iv) five (5) business days after the mailing date whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available to the Contact at the address of the party to whom the same is directed.
6. This Agreement, together with the Website Terms and Conditions constitutes the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior Agreements, written or oral, inconsistent herewith..
IN WITNESS WHEREOF the parties hereto, intending to be legally bound hereby have executed this Agreement. Licensee has read and agrees to this Directory Advertising Agreement.