ADVERTISING AGRREEMENT

Please print out this page and fax to +49 201 2200447.

PARTIES: Pursuant to this binding agreement HintzeOnline of Dr. Thomas Hintze, Bornstr. 16, D-45127 Essen, Germany, and Advertiser, also known as ________________________________ of ________________, Advertiser shall pay to HintzeOnline $ __________ net thirty (30) days after receipt of invoice, and HintzeOnline shall reserve __________ guaranteed weeks of Advertising Space from the Advertising Start Date of ________ on the HintzeOnline Web server.

Definitions

"Advertising Space" means one Advertisement, stored on the HintzeOnline Web server, with a defined Start Date.

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

"Link" means a request for information from a server other than the HintzeOnline Web servers located at HintzeOnline's offices.

"Start Date" means the first day the HintzeOnline Web server will display the Advertisement.

"HintzeOnline Web server" means a server computer of HintzeOnline that users may access via the Internet.

PAYMENT: HintzeOnline reserves the right to hold Advertiser and its authorized advertising agent jointly and severally liable for any and all amounts owed.


RIGHT TO REFUSE UNACCEPTABLE ADVERTISING: HintzeOnline 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 HintzeOnline Web Site. HintzeOnline reserves the right to refuse any advertisement graphic that does not arrive seven days before the Advertiser would like the banner to be produced online. HintzeOnline does not accept advertising from companies that produce or provide tobacco, alcohol, or pornographic products or services (which HintzeOnline shall have complete discretion to define), or their subsidiaries, or foundations funded by such companies whose function is to improve acceptance of such products by the public. This Agreement is voidable by HintzeOnline immediately if Advertiser fails to disclose (or conceals or misrepresents) any involvement with tobacco, alcohol, or pornographic products or services. In addition, HintzeOnline may in its complete discretion refuse the use of any other advertising that it deems appropriate.

TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY: Advertiser 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. Advertiser represents and warrants that the Advertisement and Link comply with HintzeOnline's advertising standards; and that it holds the necessary rights to permit the use of the Advertisement and Link by HintzeOnline 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. Advertiser agrees to indemnify HintzeOnline and to hold HintzeOnline harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by HintzeOnline, arising out of or related to Advertiser's breach of any of the foregoing representations and warranties. Advertiser agrees to request that HintzeOnline be listed as an additional insured on any policy issued to Advertiser 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 HintzeOnline 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 HintzeOnline HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

ASSIGNMENT: Advertiser may not assign this agreement, in whole or in part, without HintzeOnline'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 Federal Republic of Germany; Court for Jurisdiction: Trier, Germany.

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 HintzeOnline's Pricing Information, 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.

_____________________________ Authorized Advertiser Representative

_____________________________ Date

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HintzeOnline Advertising Insertion Order Form

Company Name: ___________________________________________________________
Billing Address:____________________________________________________________
_________________________________________________________________________
City, State:________________________________________________________________
Zip Code, Country:__________________________________________________________
Advertising Contact Name:___________________________________________________
Advertising Contact Phone Number:____________________________________________
Advertising Contact Fax Number:______________________________________________
Advertising Contact Email:____________________________________________________
Billing Contact Name:________________________________________________________
Billing Contact Phone Number:________________________________________________
Billing Contact Fax Number:__________________________________________________
Billing Contact Email:________________________________________________________
Timespan (weeks):_________________________________________________________
Start Date:_________________________________________________________________
URL to Link to: ____________________________________________________________

Please email all advertising graphics to HintzeOnline. Please see the Technical Specifications for advertising graphics information.

Upon completion of this Agreement and Insertion Order, please sign and fax to +49 201 2200447. If you have any questions, please contact webmaster@hintze-online.com .



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