Advertising Agreement

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CrimeSeen.com Advertising Agreement General Terms & Conditions

1.          Registration.  Advertiser shall register as a Security Adviser by completing the registration and uploading Advertisers hi-res ad copy (200 x 200 pixel) to serve as a clickable link on the locator map icon, report notifications, reports, and as a display ad on the printable poster.

2.          Conformity.  Crimeseen.com reserves the right to reject or terminate the display of an Advertisement if it fails to conform to applicable laws and regulations, the Crimeseen website policies, or the public interest. Advertising orders are accepted subject to the terms and provisions of this Agreement.

3.       Placement of Advertisement.  Crimeseen shall provide ad placement on the Security Advisor Locator Map searchable by trade(s) and/or the keyword search of the description text provided by Advertiser, location, and miles from location. “Team” markers are available to Advisors that recruit 5 additional trades to participate on the Crimeseen Security Advisor Locator Map. Team name, logo, and roster will be searchable on the Security Advisor Locator Map at no additional cost. Crimeseen shall have the right to alter ad size and format to accommodate advertising publishing. Crimeseen will seek to notify Advertiser of any alteration that will substantially alter the appearance of the Advertisement. Crimeseen may reject or remove an Advertisement for an Advertised Site that is not functional or that Crimeseen deems unsuitable for linking to the Crimeseen Website.

4.      Advertising Fees.  Advertiser agrees to pay Crimeseen the Monthly/Annual Fee as outlined, plus any applicable state and local taxes (collectively, the “Advertising Fees”). The Advertising Fees are payable in advance.

      Option  A.  Early Adopter Annual Contract $1,000 per year paid in advance (5 year price guarantee)

      Option  B.  Monthly Billing $100 per month (auto billing)

5.       TerminationA. This Agreement shall be in effect for a term of 1 year commencing on the date of the payment (the “Effective Date”) and will remain in force with payment of $1,000.00 on each anniversary for 4 years. B. This agreement will terminate without further action upon the expiration of this period. Renewal in the sixth year will be based on current market value.

6.        Late Payments.  Crimeseen.com advertising is payable in advance.  Crimeseen reserves the right to suspend further display of the Advertisement or cancel this Agreement on thirty (30) days written notice to Advertiser for failure to pay as agreed.

7.     Crimeseen’s Obligations.  Crimeseen will use reasonable commercial efforts to maintain the Crimeseen website and display the Advertisement twenty-four (24) hours per day each day during the term of the Agreement. Crimeseen does not warrant that it will be able to correct all reported defects or that use of the Crimeseen website, the Advertisement, or the hypertext pointer to the Advertised Site will be uninterrupted or error-free. Crimeseen makes no warranty regarding features or services provided by third parties.  CRIMESEEN DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. Advertiser agrees not to hold Crimeseen responsible for any liability, loss, cost, claim, damage, or causes of action of any kind that it may suffer as a result of the transactions contracted herein, including but not limited to loss resulting from service delays and incomplete or interrupted service, regardless of cause or fault. If Crimeseen is unable to display the Advertisement at any time during the term of this Agreement due to acts of God, war, riot, strikes, systems or transmission failure, or for any other reason beyond its reasonable control, such failure to display the Advertisement will not constitute a breach of this Agreement; provided, however, that Advertiser may terminate this Agreement if such failure to display the Advertisement continues for more than 20 days.

9.       Advertiser’s Warranties.  Advertiser warrants that the Advertisement is truthful and will not violate any foreign, federal, state, or local law or regulation; will not infringe or misappropriate any copyright, trademark, patent, trade secrets, publicity, or privacy rights of any person or third-party in any jurisdiction; and does not contain any material which is unlawful, harmful, abusive, hateful, obscene, threatening, or defamatory. Advertiser agrees to defend, indemnify, and hold harmless Crimeseen, its officers, directors, sub licensees, employees, and agents, from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from the breach of the warranties in this Paragraph.  Crimeseen shall provide notice to Advertiser promptly of any such claim, suit, or proceedings and shall assist Advertiser, at Advertiser’s expense, in defending any such claim, suit, or proceeding.

10.   Intellectual Property Rights.  Each party to this Agreement owns its respective web site and the material and content on its web site. Except as stated herein, nothing in this Agreement grants one party any right, title, or license to the other party’s intellectual property rights. Advertiser grants Crimeseen a nonexclusive license to set up and display the Advertisement (including any trademarks and service marks shown) and to hyperlink to the Advertised Site during the term of this Agreement. Upon termination of this Agreement, Crimeseen will uninstall the Advertisement, destroy all copies of it, cease further display of the Advertisement, and terminate the hyperlink to Advertiser’s Site.

11.   Rights of the Parties.  Nothing in this Agreement grants Advertiser any right to use the name, trademark, or service mark of Crimeseen in any advertisement, sales promotion, or press release without Crimeseen’s prior written approval.

12.   Changes to Advertisement.  Advertiser or its agents may make changes to their Advertisement at will. Team roster changes must be requested by the team leader. After changes have been received by Crimeseen, Crimeseen will use commercially reasonable efforts to implement the changes to the Crimeseen Website within seven (7) business days.

13.   Construction.  This Agreement will be governed by and construed in accordance with the laws of the United States and the State of Oklahoma as applied to agreements entered into and to be performed entirely within that state between residents of that state.

14.   Assignment.  Advertiser may not assign this Agreement, in whole or in part, without Crimeseen’s written consent.  Any attempt to assign this Agreement without such consent will be null and void. Crimeseen may assign its rights and obligations under this Agreement. This Agreement will be for the benefit of Crimeseen’s successors and assigns, and will be binding on Advertiser’s heirs, legal representatives, and permitted assignees.

15.   Entire Agreement.  This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. The Agreement may not be modified except by written instrument signed by both parties. No term or provision hereof will be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

16.   Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

17.   Endorsement.  Advertising on Crimeseen does not constitute an endorsement by Crimeseen.