Reciprocal Link Agreement
SummaryARPAST and [Link Partner] wish to provide links to each other’s web sites, according to the following terms and conditions:
- ARPAST owns and operates an internet-based website accessible through the URL www.ARPAST.org (the “ARPAST Website”) by which it advertises its goods and/or services to consumers;
- [Link Partner] owns and operates an internet-based website accessible through the URL www.[Link Partner].com (“Link Partner’s Website”) by which, among other things, it advertises and sells its goods and services to consumers;
- [Link Partner] and ARPAST wish to cross-promote each other’s products and services via links to each other’s websites; and
- ARPAST and [Link Partner] desire to establish a link which will allow users visiting ARPAST’s website to access the [Link Partner] website by clicking on [Link Partner]’s [graphic/banner/text link] to be displayed on the ARPAST website.
- ARPAST and [Link Partner] desire to establish a link which will allow users visiting the [Link Partner] website to access the ARPAST website by clicking on ARPAST’s [graphic/banner/text link] to be displayed on the [Link Partner] website
1. Definitions"Clicking" shall mean to press down and release the computer mouse button thereby selecting the on-screen object on which the user clicks.
"Link" is a text or graphic hyperlink to either party’s Website, and in the absence of other direction shall be directed to the site homepage.
2. Obligations & Agreements2.1 Creation of Links. ARPAST agrees to create a Link between the ARPAST Website, and the homepage of Company's Website allowing visitors to the ARPAST Website to link directly to the Company’s Website by clicking on a replica of the Company’s logo. [Link Partner] agrees to create a Link between the [Link Partner] Website, and the homepage of ARPAST's website allowing visitors to the Company's website to link directly to ARPAST's Website by clicking on a replica of the ARPAST's logo.
2.2 No Fees Charged. The parties acknowledge that the Link between the ARPAST Website and Company’s Website benefits both parties, and therefore, no referral fees will be charged by either party by virtue of the Link established pursuant to this Agreement.
2.3 Approval. The format and content of the Link, including text and images must be approved by the party whose logo is being reproduced, prior to use by the other party.
3. Trademarks, Logos & Copyrights3.1 Ownership. Except as expressly provided herein, no property, license, permission or interest of any kind in or to the use of any trademark, trade name, color combination, insignia or device, owned or used by a party is or intended to be given or transferred to or acquired by the other party by reason of this Agreement. Each party agrees that it shall in no way contest or deny the validity of, or the right or title of the other party in or to such trademark, trade name, color combination, insignia or device, by reason of this Agreement, and shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. In addition, neither party shall use any such trademark, trade name, color combination, insignia or device in any manner that would diminish its value or harm the reputation of the other party. Upon termination of this Agreement, any and all rights or privileges of each party to the use of the other party’s trademark, trade name, color combination, insignia or device will cease.
3.2 Limited License. For the term of this Agreement, and subject to terms of this Agreement, [Link Partner] hereby grants ARPAST a limited, non-exclusive, worldwide license to use Company’s trademarks, logos, advertisements and promotional copy on the ARPAST’ Website, and in the ARPAST promotional materials and advertising in accordance with the graphic standards and depiction requirements of Company. [Link Partner] must approve all such use.
For the term of this Agreement, and subject to the terms of this Agreement, ARPAST hereby grants to [Link Partner] a limited, non-exclusive, worldwide license to use ARPAST’ trademarks, logo, advertisements and promotional copy on the ARPAST Website and in Company’s promotional materials and advertising in accordance with the graphic standards and depiction requirements of ARPAST. ARPAST must approve all such use. Advertising. Except as set forth in this Agreement, all advertising done by either party under this Agreement is subject to the other party’s then current standard terms and conditions for advertising.
4. ConfidentialityBoth parties acknowledge that they may receive confidential information of the other party, including, but limited to, financial information, customer information, business plans, components of intellectual property, unique designs, methods of manufacturing or other technology (collectively the “Confidential Information”). The receiving party shall protect the disclosed Confidential Information with the same degree of care that it regularly uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than a reasonable degree of care. Confidential Information shall not include any information which: (i) was in the possession of the receiving party at the time it was first disclosed by the disclosing party; (ii) was in the public domain at the time it was disclosed by the disclosing party; (iii) enters the public domain through sources independent of the receiving party and through no fault of the receiving party; (iv) is made available by the disclosing party to a third party on an unrestricted, non-confidential basis; (v) was lawfully obtained by the receiving party not known to be under an obligation of confidentiality to the disclosing party; or (vi) was at any time developed by the receiving party independently of any disclosure by disclosing party.
5. TerminationEither party may terminate this Agreement upon thirty (30) days written notice to the other party. Upon termination of the Agreement:
- (a) ARPAST will remove the Link between the ARPAST Website and [Link Partner]’s Website; and,
- (b) [Link Partner] will remove the Link between the [Link Partner]’s Website and the ARPAST Website.
6. Warranties & Indemnities6.1 Ownership & Maintenance of Websites. The ARPAST Website and the [Link Partner] Website are each a site owned by its respective party. Each party will solely responsible for the development, content, operation and maintenance of its site and for all materials that appear on its site. Each party will be wholly responsible for the following matters and each party disclaims all liability for these matters with respect to the other party’s site:
- technical operation of its site and all related equipment;
- creating and posting product description on its site for those products sold directly from its site;
- ensuring the accuracy and appropriateness of materials posted on its site (including all product–related materials);
- ensuring that materials posted on its site do not violate or infringe upon the rights of any third party; and
- ensuring that the materials posted its site are not libelous or otherwise illegal.
- (i) avoid referring customers to the other where the customer is known to be under the age of thirteen (13) (each such person a “Child”); or
- (ii) avoid taking actions that would put the other party in jeopardy of being deemed a “Website Targeted to Children” as that term is defined in the Children’s Online Privacy Act of 1998.
6.3 No Representation Regarding Traffic. Except as set forth above, neither party makes any representation or warranty regarding the number of visits to its site or the number of visits to the other party’s site originating from the first party’s site, or any other matter relating to the value of the benefits received under this Agreement.
6.4 Limitation of Damages. Neither party shall be liable to the other for the others lost profits or special, incidental, or consequential damages arising out of or in connection with this Agreement (however arising, including negligence), even if either party is aware of the possibility of such damages.
7. General Provisions7.1 Independent Contractors. The relationship between both parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other. Neither party is an agent, representative or partner of the other party. 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 of, or to otherwise bind, the other party. This 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 relationship upon either party.
7.2 Publicity. Neither party will make any public announcement or issue any press release concerning the terms of this Agreement without the prior approval of both parties. If the parties mutually agree to issue a press release concerning the issues described in this Agreement, the parties shall cooperate to mutually agree on a press release describing the relationship based on this Agreement, and to issue such press release in the normal course of business.
7.3 Non-Solicitation. Neither party shall solicit for employment or hire the other’s current or future employees, either directly or indirectly, during the Term of this Agreement, without obtaining the other’s prior written approval. Should an employee change employment from one party to the other, the new employer shall pay the old employer a fee equivalent to Twenty Percent (20%) of the employee’s new compensation, annualized for the first year.
7.4 Governing Law & Jurisdiction. This agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the state of [State], without reference to conflict of law principles. The parties hereby expressly consent to the jurisdiction and venue of the federal and state courts within the state of [State]. Each party hereby irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in the preamble of this Agreement, such service to become effective thirty (30) days after such mailing.
7.5 Entire Agreement. This Agreement, including the attached exhibits, constitutes the entire Agreement between both parties concerning this transaction, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the parties to this Agreement or their representatives. No representations or statements of any kind made by either party, which are not expressly stated in this Agreement, shall be binding on such parties.
7.6 All Amendments in Writing. No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver, amendment or modification is sought to be enforced. Furthermore, no provisions in either party’s purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement.
7.7 Notices. Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail, postage prepaid with return receipt requested, addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective three (3) days after deposit with postal authorities.
7.8 Costs of Legal Action. In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its costs of enforcement including, without limitation, attorneys’ fees and court costs.
7.9 Inadequate Legal Remedy. Both parties understand and acknowledge that violation of their respective covenants and Agreements may cause the other irreparable harm and damage, that may not be recovered at law, and each agrees that the other’s remedies for breach may be in equity by way of injunctive relief, as well as for damages and any other relief available to the non-breaching party, whether in law or in equity.
7.10 Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in [County], [State] in accordance with the then-existing rules of the American Arbitration Association. Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction. Both parties intend that this Agreement to arbitrate be irrevocable.
7.11 Delay is Not a Waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, shall operate as a waiver of any such right, power or remedy.
7.12 Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified.
7.13 Assignability & Binding Effect. Except as expressly set forth within this Agreement, neither party may transfer or assign, directly or indirectly, this Agreement or its rights and obligations hereunder without the express written permission of the other party, not to be unreasonably withheld; provided, however, that both parties shall have the right to assign or otherwise transfer this Agreement to any parent, subsidiary, affiliated entity or pursuant to any merger, consolidation or reorganization, provided that all such assignees and transferees agree in writing to be bound by the terms of this Agreement prior to such assignment or transfer. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
7.14 Non-Assignability & Binding Effect. Except as otherwise provided for within this Agreement, neither party may assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written permission of the other. Any such assignment is deemed null and void.
7.15 Severability. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.
7.16 Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative upon all other rights and remedies described in this section and allowed under applicable law.
7.17 Headings. The titles and headings of the various sections and sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or place any construction upon or on any of the provisions of this Agreement.
7.18 Counterparts. This Agreement may be executed in multiple counterparts, any one of which will be considered an original, but all of which will constitute one and the same instrument.
7.19 Survival of Certain Provisions. The warranties and the indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason.