Southwest Bike Travel-Zine - Advertising Contract

Southwest Bike Travel-Zine, Inc.

Advertising Agreement

PARTIES: Pursuant to this binding agreement Southwest Bike Travel-Zine, LLC., P.O.Box 7605, Albuquerque NM, 87194-7605, herein referred to as SWBTZ and Sponsor, also known as

______________________________________of__________________________________________________________________________

(Company name) (Address, City, State, Zip)

Sponsor shall pay to SWBTZ $ ________________ net due on receipt of invoice, and SWBTZ shall reserve Advertising Space for ______________months.

DEFINITIONS:

"Advertising Space" means one Advertisement, for one month of SWBTZ.

"Advertisement" means the graphic (image) file supplied by an Advertiser which can be selected by the users as a Link. Maximum size 7,500 pixels (150x50)

"Link" means a request for information from a server other than the server which contains the files for SWBTZ.

"Slot" means an HTML page which may include the Sponsor's Advertisement.

"Issue" means a specific month (i.e.: November/December) as described in SWBTZ Editorial Calendar.

PAYMENT: SWBTZ reserves the right to hold Sponsor and its authorized advertising agent jointly and severally liable for any and all amounts owed. If payments are not made in a timely manner, SWBTZ, at its option, may terminate this Agreement immediately.

COMMITMENT TO FULFILLING TERMS OF AGREEMENT: Sponsors and/or its agencies understand that all discounts given are based on the Sponsor's commitment to fulfilling the Agreement. If, for any reason, this frequency is not met by the time of expiration or cancellation of the Contract, Sponsor agrees to pay a short rate charge on all ads run based on the applicable rate card for the actual frequency completed.

RIGHT TO REFUSE UNACCEPTABLE ADVERTISING: SWBTZ reserves the right to refuse any advertisement sponsorship banner that does not completely conform to every detail, instruction, method, and guideline set in the Technical Specifications which can be found on the Advertising Policy page. SWBTZ may, in its complete discretion, refuse the use of any advertising that it deems inappropriate.

TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY: Sponsor 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. Sponsor represents and warrants that the Advertisement and Link comply with SWBTZ advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by SWBTZ 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 anti-discrimination law or regulation, or any other right of any person or entity.

Sponsor agrees to indemnify SWBTZ and to hold SWBTZ harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by SWBTZ arising out of or related to Sponsor's breach of any of the foregoing representations and warranties. Sponsor agrees to request that SWBTZ be listed as an additional insured on any policy issued to Sponsor 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 SWBTZ 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 SWBTZ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

ASSIGNMENT: Sponsor may not assign this agreement, in whole or in part, without SWBTZ 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 New Mexico.

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 by SWBTZ rate card, 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.

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Sponsor signature, Title and Date