Ad Network Publisher Agreement THIS SERVICES AGREEMENT ( Agreement ) is made and entered into on, 20 (the Effective Date ) by and between Advanced Reservation Systems, Inc., a California corporation ( ares ), and ( Publisher ) (each a Party, and together the Parties ), with reference to the following facts, and consists of this Agreement together with the following terms and conditions which are hereby incorporated into this Agreement and made a part hereof by reference. See signature page for list of websites. 1. ADVERTISING SERVICES ares shall either directly or through affiliates, solicit and sell marketing messages to be placed into the Publisher website from third parties in the form of some or all of the following as determined by ares and Publisher ("Advertising"): Premium Banner Ads Ad placement on email confirmations Other Ad units decided upon by both Parties Publisher agrees to: Display Advertising on Publisher selected pages of Publisher website according to the terms of this Agreement (when there are third-party ads available). Implement or allow ares to access Publisher website and implement all tags, formatting and code necessary in order for ares to exercise its rights under this Approve each new Advertisement within 5 business days. ares agrees to: Provide Publisher with the ability to approve each Advertisement individually prior to being placed on Publisher s site. Identify and integrate the Publisher as a member of the ares Travel Network. Sell and place Advertising on the Publisher website pages. Share such revenue received by ares from advertisers for Advertising placed on the Publisher website by ares with Publisher consistent with the provisions of Section 2 of this Provide creative services for advertisers: Design artwork for clients at a rate of $250 per hour. 2. REVENUE SHARE Split: Net Advertising Revenue from Advertising placed on the pages of the Publisher website shall be divided between Publisher and ares on the following basis: 1) Fifty percent (50%) of Net Advertising Revenue paid to Publisher 2) Fifty percent (50%) of Net Advertising Revenue paid to ares Net Advertising Revenue shall be defined as total gross advertising revenue, less 30% which is retained by ares to cover expenses related to Advertiser acquisition. 1
Payment Schedule: With each remittance from ares as set forth in Section 2 above, ares shall provide Publisher with a statement setting forth the fees earned by Publisher, together with the number of advertisers and other reasonable supporting information such as traffic, page-views and clicks during the preceding month. In addition, ares will include the remittance as set forth in Section 2 above, as long as it exceeds two hundred and fifty dollars ($250) in each calendar month. If the total amount of the compensation earned is less than two hundred and fifty dollars ($250) in a calendar month, the amount will accumulate until it reaches the $250 threshold. 3. COPYRIGHTS, LINKING AND LICENSES Publisher allows ares: A worldwide, royalty-free license to link to the Publisher website and to serve Advertising into the Publisher website for the permitted uses set forth in this The right to use Publisher publisher's name, likeness, photograph and biographical material in connection with all permitted uses set forth in this The Publisher shall be credited at all times as the publisher of the Publisher website in connection with all permitted uses by ares. Except as expressly set forth in this Agreement, neither party grants the other party any other licenses to its content, proprietary materials, and intellectual property, including all copyrights, trademarks, trade names, service marks, and patents, and all such rights are reserved. 4. MUTUAL REPRESENTATIONS AND WARRANTIES Each party represents and warrants to the other: There are no agreements or arrangements, written or oral, that would be breached upon the respective party's execution or performance of this Agreement, that would restrict, interfere or conflict with the respective party's obligations under this Agreement, or that would diminish the other party's rights granted under this Each party shall comply with all the terms, conditions, obligations and restrictions in this Each party has the right, power and authority to enter into this Agreement and its obligations as set forth herein. The information provided by each party to the other party in connection with this Agreement is true, correct and complete. Each party shall at all times be in compliance with all applicable laws, rules and regulations with respect to this 5. PUBLISHER REPRESENTATIONS AND WARRANTIES Publisher represents and warrants that it shall NOT: Intentionally place Advertising on blank web pages or on web pages with no content; or place Advertising on non-approved websites or web pages, or in such a fashion that may be deceptive to the visitor. Place Advertising on any website other than the website for which the Advertising was accepted, or place Advertising intended for websites on or within any other media other than websites. Unless specifically approved by ares in writing, resell any Advertising to other websites, Publishers, or any other third parties. Unless specifically approved by ares in writing, display Advertising on Publisher website not affiliated with the ares Travel Network. 2
6. IMPRESSIONS AND CLICK FRAUD Publisher will not, and shall not authorize any party to generate automated, fraudulent or otherwise invalid impressions or clicks. If, in ares reasonable business judgment, activity related to the Publisher website is suspected or determined to be so-called "click-fraud" or "impression fraud" (the illicit manipulation of advertising revenue), whether in any automated or human way, by the use of a person, an automated script or a computer program (for example, online robots or "bots") to click on ares provided advertisements, or any other fraudulent means, to increase impressions, skew results or imitate a legitimate user of a web browser reloading or clicking on an ad for the purpose of generating an improper click or impression value and generating revenue, ares may suspend or otherwise disable Publisher's Account until such time as the matter is resolved to ares satisfaction. Publisher acknowledges that ares, or a third-party designated by ares, may use cookies to monitor visitor information in order to track suspicious clicks through source and behavior of the click traffic. ares retains the right to not credit Publisher for those clicks or impressions that it reasonably determines or suspects are fraudulent. 7. INDEMNIFICATION Each party shall defend, indemnify and hold harmless the other party, its Publisher, employees, successors and assigns, against and from any and all third party claims, liabilities, damages, fines, penalties or costs of whatsoever nature (including reasonable attorney's fees and costs), arising out of or in any way connected with its breach of its representations and warranties under this 8. CONFIDENTIALITY Each party hereby agrees to protect the other party s confidential information that comes into its possession, from improper use and unauthorized disclosure to third parties, utilizing the same degree of care such party uses to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care. Each Party further agrees to use the confidential information only for the purposes authorized in this Agreement and to not disclose the same to any third party, other than for such purposes. Notwithstanding anything in this Agreement to the contrary, ARES may provide End User Information to the particular vendor, publisher, or Supplier of any product or service ordered by such End User and to any third party intermediary who requires such End User Information to fulfill or otherwise process the transaction underlying such order, or to provide fraud analysis, billing, delivery, or storage services related to such transaction and for other purposes deemed reasonable by ARES. 9. LIMITATION OF LIABILITIES AND RISK OF INTERNET USAGE EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN SECTION 4, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY NATURE, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST PROFITS, OR LOSS OF DATA OR USE, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF ANY PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS IN SECTION 4, IN NO EVENT SHALL THE AMOUNT OF DAMAGES PAYABLE BY EITHER PARTY FOR ANY BREACH OF THIS AGREEMENT OR ANY DAMAGE OR INJURY RESULTING FROM THE PROVISION OF THE RESERVATION SERVICES EXCEED $5,000. 3
10. ENTIRE AGREEMENT This Agreement, together with the Exhibits hereto (incorporated herein by reference), constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral and written communications, proposals, negotiations, representations, understandings, courses of dealing, agreements, contracts, and the like between the parties 11. SEVERABILITY To the extent that any of the provisions of this Agreement, or any word, phrase, clause, or sentence in it shall be found to be illegal or unenforceable for any reason, such provision, word, clause, phrase or sentence shall be modified or deleted in such a manner so as to make the Agreement as modified legal and enforceable under applicable laws, and the balance of the Agreement or parts thereof shall construed as severable and independent and not be affected thereby. 12. NOTICES ares may give notice to you through postal notification or through e-mail notification, in its sole discretion. Publisher may give notice to ares via e-mail at alec.house@arestravelinc.com, 3750 Convoy Street, Suites #312, San Diego CA 92111 13. ASSIGNMENT Nothing contained in this Agreement will be construed as creating a joint venture, partnership or employment relationship between the parties hereto, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other. 14. GOVERNING LAW, JURISDICTION AND VENUE This Agreement and all matters or issues related to this Agreement shall be governed by and construed under the laws of the State of California without application of principles of conflicts of laws. Each of the parties irrevocably and unconditionally agrees that any legal proceeding arising out of or relating to this Agreement shall be brought solely in the State and Federal Courts located in or for San Diego County, California, and each party hereby irrevocably consents to the exclusive jurisdiction and venue of each such court in any proceeding. WEBSITES INCLUDED ON THE AD NETWORK: 4
SIGN & FAX entire contract, including this signature page, to: 1-858-430-4875. By signing below, the parties hereby agree to all of the terms and conditions of this Agreement, including the Standard Terms and Conditions of Service as set forth in this agreement. CLIENT: Signed by: Name: Title: ares: Signed by: Name: Title: 5