Advertising Agreement

This Advertising Agreement (together with its Exhibits, “Agreement”) between Advertiser and Publisher (each as defined above), is made and effective as of the later date it is electronically signed. Please print for your records.

I. PAYMENT TERMS

Advertiser elects to pay for the services described in this Agreement in one lump sum annual payment of $49 via Paypal, money order, or certified check.

The desired Start Date for displaying the Advertisement will be the date payment is submitted.

Any lump sum payment must be paid on or before the Start Date. Publisher reserves the right to increase the prices set forth above at any time upon at least 15 days notice to Advertiser. This Agreement entitles the Advertiser to one listing on Publisher’s CatSitter.com website during the Term. Advertiser agrees that there will be a pro-ration of rates or monthly installment payments if Advertiser elects to discontinue display of the Advertisement before the end of the Term. Terms of agreement are contained in attached Proposal.

II. OTHER TERMS AND CONDITIONS

1. Definitions:

1.1. “Advertising Space” means the screen and display space designated by Publisher for Advertiser’s Advertisement on the CatSitter.com website. In the case of this agreement, Advertisement will be listed in alphabetical order by city, neighborhood, and/or zip code on CatSitter.com results pages.

1.2. “Advertisement” means the text, links and/or graphic advertisement that is supplied by Advertiser to Publisher for display and publication in the Advertising Space.

1.3. “Marks” means any trademark, trade name, service mark, logo, slogan, and copyright associated with a party’s products or services.

1.4. “Term” means the agreed upon initial Term of advertising and any subsequent Renewal Term(s).

2. Advertising Obligations:

2.1. Advertisement. Publisher shall publish the Advertisement in the Advertising Space on a continuous basis during the Term of this Agreement. In doing so, Publisher shall faithfully reproduce the Advertisement as provided by Advertiser, although publisher may alter or change the Advertisement at its sole discretion. CatSitter.com shall maintain a hypertext link from the Advertisement to the URL (website address) specified by Advertiser if requested. Advertiser is responsible for providing to Publisher all text and/or graphics on or before the Start Date.

2.2. Linking Requirements. During the Term, Advertiser’s advertisements to be displayed on Publisher’s website shall link directly to only those websites as Advertiser and Publisher shall mutually agree in advance. Advertiser agrees to give Publisher prior written notice of any material changes to the content or nature of any such websites and/or links.

2.3. Right to Refuse Advertising. All content of the Advertisement is subject to Publisher‘s approval. Publisher reserves the right to reject or cancel any Advertisement that does not conform to Publisher’s standards as determined by Publisher in its sole discretion. Publisher does not accept advertising from companies that produce or provide pornographic products or services (which Publisher shall have complete discretion to define). Without limiting the generality of the foregoing, Publisher at its sole discretion may reject or cancel any Advertisement that does not comport with the subject matter or theme of cat sitting, or that does not conform with the listings established by Publisher from time to time.

2.4. License. Advertiser agrees that during the Term, (i) Publisher has the right to market, display, perform, transmit and promote the Advertisement(s), and (ii) users of Publisher’s services and websites have the right to access and use the Advertisement and any content and/or services directly linked to the Advertisement.

3. Term and Termination:

3.1. Term. The Term of this Agreement shall be for a period of one (1) year beginning on the Start Date. At the end of one (1) year, the Agreement shall automatically renew for consecutive one (1) year Terms (the “Renewal Term(s)”) thereafter unless either party gives written notice to the other party of its intention not to renew this Agreement no later than thirty (30) days prior to the end of the current Term. Advertiser is responsible for renewing advertisement by paying for the renewal prior to its expiration.

3.2. Termination. This Agreement may be terminated (i) by Publisher immediately upon email notice to Advertiser for any reason; (ii) by Publisher effective upon the sale or transfer of the CatSitter.com domain name to a third party entity where such entity does not assume this Agreement in connection with such sale or transfer, or (iii) by mutual written agreement of both parties. If this Agreement is terminated at Publisher’s request for any reason other than Advertiser’s breach of this Agreement, Advertiser will be entitled to a refund of the pro rata portion of any lump sum payment already made by Advertiser for the full months remaining in the Term.

4. Other Legal Terms and Conditions: Certain other legal terms and conditions of this Agreement are described in Exhibit A and are hereby incorporated into this Agreement in their entirety by reference.

EXHIBIT A TO TOP NOTCH DOMAINS, LLC ADVERTISING AGREEMENT

1. Warranty; Limitation of Liability; Disclaimer; Indemnification:

1.1. Warranty.

1.1.1. Advertiser Warranties. Advertiser represents and warrants 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 any celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. Advertiser further represents and warrants that Advertisement and any web content linked to through the Advertisement during the Term (a) complies with all applicable laws, rules and regulations of the state, country or territory in which it is located, (b) contains no material that is unlawful, harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable, including any material that could reasonably be expected to give rise to civil liability, and (c) to the best of Advertiser’s knowledge is free of viruses, worms, Trojan Horses, malware, spyware and other malicious code. Advertiser acknowledges and agrees that it is solely responsible for any legal liability arising out of or relating to the Advertisement and/or any links or web content.

1.1.2. Publisher Warranties. Publisher warrants that the advertising services provided under the Agreement will be performed for Advertiser in a diligent and workman-like manner in accordance with industry standards, laws, and governmental regulations applicable to the performance of such services.

1.2. Limitation of Liability. IN NO EVENT SHALL PUBLISHER BE LIABLE TO ADVERTISER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OF DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, MULTIPLE, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, WARRANTY, GUARANTEE, OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF PUBLISHER IS INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PUBLISHER NOR ADVERTISER SHALL MAKE REPRESENTATIONS OR WARRANTIES TO ANY END USER OR THIRD PARTY ON BEHALF OF THE OTHER PARTY AND IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY REPRESENTATION OR WARRANTY MADE TO ANY END USER OR THIRD PARTY BY THE OTHER PARTY. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THE AGREEMENT. PUBLISHER SHALL IN NO EVENT BE LIABLE TO ADVERTISER UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY ADVERTISER TO PUBLISHER DURING THE SIX MONTHS BEFORE THE FIRST DATE OF THE ALLEGED BREACH. THE LIMITATIONS SET FORTH IN THIS SECTION 1.2 TO EXHIBIT A SHALL NOT APPLY TO ADVERTISER’S INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTION 1.4 TO EXHIBIT A.

1.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PUBLISHER DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING PUBLISHER’S SERVICES OR PUBLISHER’S ADVERTISING SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

1.4. Indemnification. Advertiser agrees to indemnify, and hold harmless CatSitter.com, Publisher and its officers, directors, employees, agents, successors, and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to claims made by third parties against Publisher that the Advertiser’s marks or other intellectual property infringe the patents, copyrights, trademarks, or service marks, or other intellectual property rights as such third parties. Advertiser agrees to indemnify and hold harmless CatSitter.com, Publisher and its officers, directors, employees, agents, successors, and assigns from and against all third party claims, causes of action, liabilities, and all other reasonable costs and expenses resulting or arising from Advertiser’s breach of this agreement. Publisher agrees to promptly notify Advertiser in writing of any indemnifiable claim. Publisher shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial, defense, and settlement of such claim and any appeal arising therefrom. Publisher may participate in such investigation, trial, defense, and settlement of such claim and any appeal arising therefrom through its attorneys or otherwise, at its own cost and expense. No settlement of a claim that involves a remedy other than the payment of money by the Advertiser shall be entered into without the consent of Publisher, which consent will not be unreasonably withheld. These indemnification obligations shall survive termination of this Agreement.

1.5. Malicious emails. Advertiser agrees to hold harmless CatSitter.com, Publisher and its officers, directors, employees, agents, successors, and assigns from any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys’ fees) related to malicious emails received from CatSitter.com. Advertiser acknowledges that any person is capable of contacting Advertiser through CatSitter.com’s contact form. CatSitter.com is a growing community of cat sitting services who are looking to connect with pet owners in order to provide the Third Party pet owners with a service. As such, CatSitter.com makes no warranties of the contents nor intent of these Third Parties. CatSitter.com encourages all Advertisers to contact CatSitter.com if they receive a correspondence they believe to be malicious in order for CatSitter.com to warn others of the potential threat.

2. Miscellaneous:

2.1. Independent Contractors. The parties to this Agreement are independent parties and nothing herein shall be construed as creating an employment relationship between the parties. Neither party is an agent, representative, or partner of the other party, and neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability, or to otherwise bind, the other party. The Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the parties or to impose any liability attributable to such a relationship upon either party.

2.2. Exclusivity. During the first month of the agreement, Publisher agrees to display only the Advertiser’s banner in the hotel category. For this first month, other hotels will be excluded from advertising on CatSitter.com.

2.3. Force Majeure. Neither party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to, acts of God, war, riot, embargoes, civil or military acts, terrorism, fire, flood, earthquakes, hurricanes, tropical storms, tornadoes, other natural disasters, strikes, transportation shortages, fuel shortages, energy shortages, labor shortages, material shortages, telecommunications failures, hacking, SPAM, computer failure, server failure, or software failure for so long as such event continues to delay the party’s performance. If any force majeure event occurs, the party so affected shall give prompt written notice to the other party and will use commercially reasonable efforts to minimize the impact of the event.

2.4. Governing Law. The Agreement shall be governed by the laws of the State of New York without giving effect to applicable conflict of laws provisions. All actions with respect to this Agreement shall be brought in federal or state court in New York County, New York, and the parties expressly consent to the personal jurisdiction of such courts. In the event any litigation or other proceeding is brought by either party in connection with this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to recover from the other party all costs, attorneys’ fees, and other expenses incurred by such prevailing party in such litigation.

2.5. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter herein and supersedes all prior negotiations, communications, writings, and understandings. This Agreement may only be modified, or any rights under it waived, by a written document executed by Advertiser and Publisher.

2.6. Assignment. Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other party, except that Publisher may, without Advertiser’s consent, assign this Agreement or its rights or obligations hereunder (in whole or part) to any affiliate of Publisher, or in connection with any (a) merger involving Publisher; (b) sale of substantially all of Publisher’s stock or assets; or (c) sale or transfer of CatSitter.com. The rights and liabilities of this Agreement shall be binding on and inure to the benefit of the respective parties and their respective heirs, legal representatives, successors and permitted assigns.

2.7. Notice. Notices given under this Agreement shall be given to the following:
if to Publisher,
CatSitter.com c/o Top Notch Domains, LLC :
Elliot Silver
15 W. 72nd St. – Suite 12R
New York, NY 10023
if to Advertiser, at the contact information set forth on the Advertisement.

2.6 Headings. The headings used in this Agreement and Exhibit are for convenience only and shall not be used to interpret or construe its provisions.

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