Internet Advertising Agreement (CPC) Template

ADVERTISING AGREEMENT (CPC)

This Agreement is entered into as of ________________ (the "Effective Date"), by and between ______________ (hereinafter referred to as “Client”) and ___________________________ (hereinafter referred to as “Company”). 

1. Service. Client will list ads for its products on Company’s website. Client will pay when users clicks on the ads that link to Client’s website.
2. Trial Period. Company will show Client’s ads for free for a period of _____ days from the Effective Date. After that trial period, regular rates will apply unless Client notifies Company to remove ads and terminate this Agreement.
3. CPC. Cost per click (CPC) on Client’s ad is $________ for the first ____ months of the Agreement. After that, CPC is $____________.  All clicks will be charged, even if Client  does not like the demographics of the clicks or their other characteristics (e.g., Client doesn’t ship products to Mexico and some clicks are from Mexico). Calculation of clicks will be done by Company, according to Google Analytics and other services. In case of disagreement as to the correct amount of clicks, Company shall have final determination. The ad will be charged even for clicks on links that are broken/wrong due to Client’s fault or problems. Company will provide ad performance reports to Client every ____________.
4. Maximum Ad Spend.  Client shall not be required to pay more than $_________ per _______[month/week]__.  Company can stop delivery of the ads when that limit is reached to help ensure that Client does not pay more for ads than Client wants to. 
5. Ads. While this Agreement is in effect, Company shall have the right to use ad images, in any way Company deems appropriate, on social networks or any other medium. The order and arrangement of the products ads is at Company’s sole discretion. The selection of featured products is made by Company; a special price can be negotiated for Client’s products to be featured.
6. Client Products.  The following products cannot be listed on Company site: sexually-oriented adult material, counterfeit items, drugs and drug paraphernalia, anything illegal.  Client agrees to assume full responsibility and liability for the content of its advertisement.  Company is not responsible for, and in no way warrants, guarantees, or ratifies, the representations made or implied in Client’s content. If the product is sold out, it is Client’s responsibility to handle the issue. Company can take an advertisement offline within 24 hours of Client's request. All shipping and billing is the responsibility of Client. Company can have more than one store in the same segment and product; there is no segment or product exclusivity.
7. Confidentiality. Each party hereto will ensure the confidentiality of the other party’s nonpublic information obtained under this Agreement, including, but not limited to, advertising methods, pricing, party’s products and services.
8. Term and Termination. This  Agreement  shall  remain  in  effect  for  a  period  of  three  (3)  months from  the  date hereof (the “Term”) and shall automatically renew for another Term unless terminated by either party upon ten (10) days notice prior to the end of the respected Term.  Notwithstanding the foregoing, this  Agreement  shall be subject to cancellation by either party in the event of a material breach by the other party, which breach  is  not cured within ten (10) days of the party seeking to cancel the Agreement providing  written  notice of such material breach to the other party and such other party failing to cure the breach within said period.  The written notice  shall  provide  specific  details  of  the  breach which resulted in the sending  of  the  written  notice  of  cancellation.
9.  Limitation of Liability. Client acknowledges that online advertising results depend on continuously updated search engine algorithms and numerous other factors beyond the control of Company. Therefore, Company does not guarantee or warrant any results or that the services will meet Client’s expectations or requirements. In no event shall Company or its agents, officers, or employees, or any affiliated company, or any agent, officer, or employee of any such company, be liable for incidental or consequential damages of any kind, including but not limited to, loss of revenue or profits whether resulting from breach of contract, negligence, or otherwise.  Any liability of Company, including, without limitation, any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, delay of operation or transmission, communications line failure, theft or destruction of, or unauthorized access to, alteration of, or use of records, shall be strictly limited to the amounts actually paid by Client to Company in the two (2) months before the claim arose.
10. Indemnification.  Client shall indemnify, defend and hold Company, its agents, employees and affiliates harmless against and in respect to any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including without limitation, interest, penalties, and attorneys’ fees, that Company shall incur or suffer, which arise, result from or relate to any advertising, or action taken or omitted, or representation made by the Client.
11. Relationship between Parties. The relationship between the parties is intended to be, and is to be construed as, that of independent contracting parties only and not that of employment, partnership, joint venture, agency or any other association whatsoever. Neither party will have the power to bind the other party or to incur any obligations on its behalf, without the other party’s prior consent.
12. Governing Law and Non-Waiver. This Agreement and any dispute or claim arising out of, or related to it, its subject matter or formation shall be governed by and construed in accordance with the laws of ____________ . Enforcement of this Agreement is solely in the parties’ discretion, and failure to enforce the Agreement in some instances does not constitute a waiver of right to enforce in other instances.
13. Severability and Assignment.  If any provision of this Agreement is held by any court to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect.  The parties may not assign this Agreement or any rights or obligations hereunder, by operation of law or otherwise, without prior written consent of the other party.
14. Entire Agreement.  The terms and conditions of this Agreement supersede any previous agreement, statement of terms and conditions, or understanding between Client and Company.  All representations or promises relied upon in executing the Agreement are included in the Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

COMPANY: By: _____________________________ Name/Title: _______________________ Date:____________________________

CLIENT: By: _______________________________ Name/Title: _________________________ Date: ________________________________