Advertising Agreement   

  1.         General.  The Company must receive a signed contract three days prior to the initial publication date of an advertisement.  By submitting an advertisement for publication on the web site of NYCHINATOWN.com Corporation (the “Company”), Advertiser agrees to be bound by the terms of this Agreement.  This Agreement supercedes all other prior understandings and agreements between the Company and Advertiser.  The Company will not be bound by conditions appearing on order blanks or forms submitted by Advertiser.

  2.         Positioning.  Except as otherwise expressly provided in the Order Form, positioning of advertisements within the NYCHINATOWN.com web site is at the sole discretion of  the Company.  Advertiser acknowledges that the Company has not made any guarantees with respect to usage statistics or impressions for any advertisement.  Any estimated usage statistics provided by the Company to Advertiser are provided only as a courtesy to the Advertiser, and the Company shall not be held liable for any claims relating to such usage statistics.

  3.         Payment.  The Company must receive payment of advertising fees ($             )in full from Advertiser prior to the Company’s obligation to publish Advertiser’s advertisements.

  4.         Renewal.  Unless expressly set forth in the Order Form, any renewal of the Order Form and acceptance of any additional advertising order shall be at the Company’s sole discretion.  Pricing for any renewal period is subject to change by the Company from time to time.

  5.         Limitation of Liability.  In the event (a) the Company fails to publish an advertisement in accordance with the schedule agreed upon in the Order Form or (b) any other technical or other failure causes such advertisement not to appear as provided in the Order Form, the sole liability of the Company to Advertiser shall be limited to either a refund of the advertising fee or placement of the advertisement at  a later time in a comparable position.    In no event shall the Company be responsible for any consequential, special, lost profits or other damages arising from any failure to publish any advertisement in accordance with the Order Form.  Without limiting the foregoing, the Company shall have no liability for any failure or delay resulting from any governmental action, natural disaster, power failure, riot, embargo, strike or any kind of work slowdown or any other condition beyond the control of the Company affecting production or delivery in any manner.

  6.           Advertiser’s Representations; Indemnification.  Advertiser represents that Advertiser is the owner of, or is licensed to use, the entire contents of its advertisement, without infringement of any rights of any third party.  In consideration of such publication, Advertiser agrees to indemnify and hold the Company harmless against any and all expenses and losses of any kind (including reasonable attorneys’ fees and costs) incurred by the Company in connection with claims of any kind (including, without limitation, any claim of trademark or copyright infringement, libel, defamation, false or deceptive advertising or sales practices) arising from the Company’s performance under this Agreement  or relating to any material of Advertiser to which users can link through the advertisement. If Advertiser possesses any copyright interest in the advertisement, Advertiser grants the Company the right to use, reproduce and distribute the advertisement.

  7.         Advertising Materials.  Advertiser will provide all materials for the advertisement in accordance with the Company’s policies in effect from time to time as conveyed to Advertiser from the Company, including without limitation the manner of transmission to the Company and the time prior to publication of the advertisement.  The Company shall not be required to publish any advertisement that is not received in accordance with such policies. 

  8.         Right to Reject Advertisement.  All contents of advertisements are subject to the Company’s approval.  The Company reserves the right to reject or cancel any advertisement, space reservation or position commitment at any time.  In addition, the Company shall have the absolute right to reject any URL link embodied within any advertisement.

  9.         Cancellation.  Unless agreed to in writing by the Company, the Order Form is non-cancelable by Advertiser.

  10.       No Assignment.  Advertiser may not resell, assign or transfer any of its rights hereunder, and any attempt to resell, assign or transfer such rights shall result in immediate termination of this Agreement, without liability to the Company.

  11.       Construction of Agreement.  In the event of any inconsistency between the Order Form and this Agreement, this Agreement shall control. 

  12.       Governing Law.  This Agreement, together with the Order Form, shall be governed by and construed in accordance with the laws of United State, without giving effect to principles of conflicts of laws.

NYCHINATOWNcom Advertising Order Form

Site:          http://ww w.NYCHINATOWN.com/