InfoDog, Inc. Electronic Advertisement Sponsorship Agreement

PARTIES: Pursuant to this binding agreement InfoDog, Inc. of 620 Industrial Avenue, Greensboro, NC 27406, and Sponsor, named on the On-Line Classifed Ad Submission Form. Sponsor shall pay Infodog Inc. according to the prevailing Infodog Advertising Rate sheet.

DEFINITIONS:

Advertising Space means one Advertisement, stored on an InfoDog, Inc. Server, with a defined Start Date and Finish Date.

Advertisement means the graphic file supplied by an Advertiser which can be selected by the users as a Link.

Link means a request for information from a server other than one of InfoDog, Inc.’s Servers located at InfoDog, Inc.’s offices.

Slot means an HTML page which may include an InfoDog, Inc. Advertising Space and the Sponsor’s Advertisement.

Start Date means the first day the InfoDog, Inc. Server will display Sponsor’s Advertising Space.

Finish Date means the last day the InfoDog, Inc. Server will display Sponsor’s Advertising Space.

InfoDog, Inc. Server" means a server computer of InfoDog, Inc.’s that users may access via the Internet.

Usage Statistics means a set of numbers compiled by InfoDog, Inc. and reported on a periodic basis to Sponsor, for the purpose of assessing a value, and for estimating future rates.

PAYMENT: InfoDog, Inc. 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, InfoDog, Inc. 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: InfoDog, Inc. 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 Sponsorship Rate Card. InfoDog, Inc. reserves the right to refuse any advertisement sponsorship banner that does not arrive fourteen days before the Sponsor would like the banner to be produced online.

USAGE STATISTICS: INFODOG, INC. MAKES NO GUARANTEE THAT USAGE STATISTICS WILL BE EQUAL TO ANY PUBLISHED NUMBERS AT ANY GIVEN TIME. INFODOG, INC. SHALL NOT BE HELD LIABLE FOR ANY CLAIMS AS THEY RELATE TO SAID USAGE STATISTICS. INFODOG, INC. PROVIDES SPONSOR WITH USAGE STATISTICS ONLY AS A COURTESY TO THE SPONSOR. INFODOG, INC. RESERVES THE RIGHT TO SUBSTITUTE, EXCHANGE, ADD, CHANGE OR DELETE ANY SLOT FOR ANY REASON AT ANY TIME FOR ANY LENGTH OF TIME.

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 InfoDog, Inc.’s advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by InfoDog, Inc. 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 antidiscrimination law or regulation, or any other right of any person or entity. Sponsor agrees to indemnify InfoDog, Inc. and to hold InfoDog, Inc. harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by InfoDog, Inc. arising out of or related to Sponsor’s breach of any of the foregoing representations and warranties. Sponsor agrees to request that InfoDog, Inc. 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 INFODOG, INC. 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 INFODOG, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

ASSIGNMENT: Sponsor may not assign this agreement, in whole or in part, without InfoDog, Inc.’s 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 North Carolina.

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 InfoDog, Inc.’s 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.