Internet Advertising Agreement The Jessie Trice Community Health Foundation, Inc.,(hereinafter called JTCHF ), located at 700 South Royal Poinciana Blvd., Suite 300, Miami Springs, Florida 33166, and _, hereinafter called Ad Client, of do herein agree to the following terms in regard to advertising the Ad Client s agency Ad on the internet website http://www.jtchf.org(and also on http://www.jtchc.org): 1. PREPAID ADVERTISING FEE: The Ad Client desires to advertise its agency or its agency products as a Button Advertisement (2.8 x 2.4 links to available 8 x11 page Ad) ) Banner Ad (Links to Client Web site) or both on the website for an advertising term of 1 month for $ three months for $, six months for $, 9 months for $, or 12 months for $ at the rates identified in Exhibit A. 2. PAGES: The Ad Client desires to advertise its agency or its agency products on the Home Page About Us Page Donate to Page Board of Directors Page Sponsors Page Products Page Photo Gallery Page. 3. TERM: The term of the advertising shall begin on the first date the advertisement goes live on the website. 4. PAYMENT: The total advertising investment by the Ad Client is $. The initial payment, as shown in Exhibit A, are due and shall be paid at the execution of this agreement. No services shall be rendered until confirmed receipt of good funds. The client is responsible for 50% at contract signing, unless the client has chosen the 1 month advertising option which shall be paid in full. Client is eligible for a 10% discount for purchasing 3 or more months worth of advertising. If payment is not received by JTCHF according to the invoice payment terms, the Ad Client shall be informed, or attempted to be informed, by telephone, fax, US Mail or Email of the overdue payment. If the Ad Client does not cure the default within thirty (30) days of notification of default, all internet and related services provided by JTCHF may be suspended or terminated. (a) A fifty percent (50%) deposit, non-refundable option is required for ad investment amounts greater than One Hundred Dollars ($100.00). This deposit is due upon the signing of this agreement; and (b) remaining fifty percent (50%) due upon the date that the Ad Client s listing becomes live on the website http://www.jtchf.org. If the Ad Client fails to pay the fifty percent (50%) balance due upon the listing s on the website within five (5) days after said publication, JTCHF may, in its sole discretion, terminate the Ad listing at that point with no refund to the Ad Client for the initial fifty percent (50%) payment because JTCHF is herein authorized to keep that initial payment as liquidated damages for the time, effort, and expenses incurred in meeting with Ad Client s and the creation of the Ad webpage built to advertise the product. Returned checks are subject to a $25.00 charge. 5. AD/Content: The Ad Client shall provide detailed product information to JTCHF as required in Exhibit A. It is the responsibility of the Ad Client to produce the print material no less than 7 business days of the advertisement going live, either by email, fax or mail to the attention of Eleace Sawyers, Jessie Trice Community Health Foundation, Inc. ( JTCHF ), 700 South Royal Poinciana Blvd., Miami Springs, Florida 33166 or as digital photo s delivered by email attachment to esawyers@hcnetwork.org or cclinch@hcnetwork.org. Ad Client agrees to assume full responsibility and liability for the content of its 1
advertisement. JTCHF is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in Ad Client s content. Ad client further acknowledges and agrees that any Advertising submitted by Ad Client to JTCHF must be in the form and substance acceptable to JTCHF. The Ad client will have 3 business days after the ad goes live to request any changes to the advertisement. Changes will only be accepted if errors or omissions are made on the part of the JTCHF. If the client does not request changes in writing within 3 business days, JTCHF will assume the ad is approved and the ad content will remain in effect until this contract terminates. Request for changes to the ad content or package selection not arising out of error by JTCHF will require execution of a new contract. 6. Modification: Modifications or amendments to this agreement will only be made expressed in writing 30 days after Email or US Postal notification is sent to JTCHF. Ad Client shall keep JTCHF informed of any changes in its current mailing address and telephone number to which notices and invoices may be sent. 7. Law Governing: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 8. Entire Agreement: This Agreement contains the entire understanding between and among the parties and supersedes any prior understandings and agreements among them respecting the subject matter of this or any prior Agreement between the parties. This Agreement may be subsequently modified only by writing, signed by the parties to this Agreement, except as may be otherwise expressly provided in this Agreement. 9. Right to Terminate: Either party may terminate this Agreement, with or without cause, by giving a thirty (30) day written notice to the other party, via certified US Postal mail. No refund of any portion will be given. 10. Indemnity. Ad Client shall at all times defend, indemnify and hold harmless JTCHF and its officers, directors, shareholders, employees, accountants attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including legal fees and expenses, arising out of or related to the content of Ad Client's advertisements served by JTCHF pursuant to this Agreement and/or any materials to which users can link through those advertisements. Further, Ad Client shall, at its own expense, defend all suits and claims instituted or asserted against JTCHF as a result of, arising out of or related to the content of Ad Client's advertisement and/or any materials to which users can link through those advertisements; provided, however, in connection with any claim, litigation, or other dispute or controversy involving JTCHF, its officers, directors, employees, and agents, groundless or otherwise, pertaining to this indemnity or the subject that it concerns, JTCHF may select and retain investigators, accountants, attorneys, and other independent contractors, employees, and agents and may direct certain agents or its employees to perform tasks, all at the expense of the Ad Client, to investigate, resist, and defend any such claim, litigation or other dispute or controversy. 11. Limitation of Liability. I. UNDER NO CIRCUMSTANCES SHALL JTCHF BE LIABLE TO AD CLIENT OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THIS AGREEMENT, SUCH AS, BU NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE. II. JTCHF DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, INCLUDING ANY REGARDING MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSES, SUITABILITY, COMPLIANCE WITH LAWS, QUALITY, OR OTHERWISE, WITH RESPECT TO JTCHF WEB SITE. III. IN NO EVENT SHALL JTCHF BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO JTCHF UNDER SECTION 1 AND/OR 4 ABOVE. IV.JTCHF WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION. 2
12. Counterparts and Facsimile Signatures. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall Constitute a single instrument. Facsimile signatures are acceptable and deemed original signatures. 13. Intellectual Property Rights. Neither party will acquire any ownership interest in each other s intellectual property. JTCHF shall have the right to place Ad Client s logo, trade name and trademark on any advertising from Ad Client and to otherwise use such items in connection with the purposes of this Agreement. 14. Force Majeure. JTCHF shall not be liable to Ad Client for any failure or delay in its performance due to any cause beyond its control, including acts of war, acts of God, earthquake, riot, sabotage, labor shortage or dispute, Internet interruption, government acts, and other similar events. 15. Miscellaneous. This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement. The provisions of this Agreement relating to payment of any fees or other amounts owed, indemnification, confidentiality, limitations of liability and intellectual property shall survive any termination or expiration of this Agreement. This Agreement has been negotiated and drafted by both parties, with counsel from both parties reviewing the document. The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party. Attorney Fees. In the event an arbitration, suit or action is brought by any party under this Agreement to enforce any of its terms, or in any appeal therefore, it is agreed that the prevailing party shall be entitled to reasonable attorneys fees to be fixed by the arbitrator, trial court, and/or appellate court. Entered into this day of, 2009. _ Ad Client s Name Printed _ Ad Client s Signature _ Mailing Address Annie R. Neasman, RN,MS JTCHF President & CEO Signature Mailing Address _ City Zip Code City Zip Code State Email address Phone# Cell phone number State Email address Phone# Cell phone number 3
EXHIBIT A Rates: Each Add will receive a ten 10% discount for ads purchased beyond thirty (30) days, a links to Jessie Trice Community Health Center parent site located at www.jtchc.org. Package A Button Advertisements (2.8 X2.4 or 207x170 pixels) - includes basic listing on JTCHF web site for Ad Client. Listing to include Client name, contact name, address, telephone number, fax number, E-mail link and a link to clients 8 ½ x 11 Ad(full Page Ad). The ad will appear on the Home Page or About Us Page. These pages receive approximately hits per month. Note: JTCHCF does not warrant or guarantee this number. It is based on the most recent available historical data. For $40.00 per month I would like select Package A on the Home page or About Us page for: 1 month $40.00 3 Months $108.00 6 Months $216.00 9 months $324.00 12 Months $432.00 For $30.00 per month I would like to select Package A to appear on one of the remaining pages for: 1 Month $30.00 3 Months $81.00 6 Months $162.00 9 Months $243.00 12 Months $324.00 (Remaining pages are Donate to JTCHC, Board of Directors, Sponsors, Product or Photo Galleries Page) These pages receive approximately hits per month. Note: JTCHCF does not warrant or guarantee this number. It is based on the most recent available historical data. Package B- Banner AD -Detail listing for Client to include: basic listing on JTCHF web site for Ad Client. Listing to include Client name, contact name, address, telephone number, fax number, E-mail link, client logo or image(207 X 170 pixels to be provided by client)and a link to client s own web site. Add $30 more to the above fees for this option. 4
I would like to select to Package B on the Home Page or About Us Page for: 1 Month $70.00 3 Months $138.00 6 Months $246.00 9 Months $354.00 12 Months $462.00 I would like to select Package B to appear on one of the remaining pages for: 1 Month $60.00 3 Months $111.00 6 Months $192.00 9 Months $273.00 12 Months $354.00 (Remaining pages are Donate to JTCHC, Board of Directors, Sponsors, Product or Photo Galleries Page) The client may include a Google maps link with directions to their business location with the following options: In addition to the above I wish to purchase the Google maps link option with Package A or B for $10.00 more. I wish to purchase the Google maps link option only without Package A or B for $20.00 per month for months. (Minimum 3 months required) III. Technical Specifications Requirement - Layouts use RGB images that are low resolution 72 dpi that can be quickly downloaded and viewed via any PC monitor. Black or process color backgrounds (10 point or under). - Ads: Company Image 207 X 170 pixels or 2.8 x 2.4 (see sample at www.jtchf.org), Phone Number and web address. E-mail Ad to: esawyers@hcnetwork.org or Fax Ad Proof to 305-805-1715 when sending ad via e-mail, please provide a contact name/phone/fax number Total Due: Less 50% Deposit: Balance Due: 5