Advertiser Agreement

Advertising Agreement

This Advertising Agreement (the "Agreement") sets out the terms and conditions upon which John D. Hoover Jr (DBA Hoover Products Corporation) (Specifically: PioneerSearch.net & Pioneer Ads)(the "Company"), with tax id number 200-54-7571, and having its registered address at 122 Main Street #152 Luzerne Pennsylvania 18709-1208 United States of America, engages (the "Client") with address at , and can be contacted at E-Mail Address: (together, the "Parties").

WHEREAS: The main activity of the Company is - Advertising (Pay Per Click (PPC) Advertising of Image Ads and Text Ads.)

WHEREAS: The Advertiser provides advertising services in this above mentioned area.

WHEREAS: The Company is desirous of engaging the Advertiser to provide advertising services on such terms as are set out throughout this Agreement and the Advertiser for his part is desirous of being engaged by the Company to provide said advertisement on said terms.

NOW, THEREFORE, IT IS HEREBY AGREED as follows:

1. DEFINITIONS.
In this Advertising Agreement:
1.1 "Territory" shall mean [Territory]
1.2 "Social Media" shall mean all forms of social media such as Facebook, LinkedIn etc.
1.3 "Ads" shall mean online advertisements.
1.4 "PPC" , "CPC" shall all mean Pay Per Click advertising.
1.5 "PPV", "PPM", "PPI", "CPI", "CPM" shall all mean Cost Per View advertising.
1.6 "Display Ads" shall means advertisements promulgated by any display networks.
1.7 "SEO" shall mean Search Engine Optimization.
1.8 "Video Advertising" shall mean advertising on Youtube.com, Vimeo.com or any other similar public or private video website.
1.9 "Viral Advertising" shall include all forms of viral advertising, stealth advertising and advertising using internet memes.
1.10 "Bonus Offers" shall mean the offering of any goods, services, ebooks or other benefit whatsoever whether or not of any real or perceived benefit or value as an incentive to the customer to purchase the goods or services of the Company.
1.11 "Fees" shall mean the Fees set out in Clause 4.
1.12 "Budget" shall mean the advertising Budget set out in clause 5.
1.13 Unless it is evident from the context and having regards to the generality of the Agreement that a clause intends to mean otherwise: words denoted in the singular only shall include the plural and vice versa; words denoted in any gender shall include all genders; and, terms denoting people or persons shall include both natural and legal persons (such as corporations) and vice versa.
1.14 The heading names in this Advertising Agreement are provided as reference only and do not form part of this Advertising Agreement.
1.15 This Advertising Agreement may be executed in both English and other languages. If there is a conflict between this Agreement in its various translations the English version shall prevail.
1.16 The illegality or unenforceability of any clause (or part thereof) shall have the effect of voiding that clause (or part thereof) only and not the entirety of this Advertising Agreement.
1.17 This Advertising Agreement may be executed either in one original or in two counterparts.
1.18 The terms of this Advertising Agreement shall be deemed to be binding on both Parties based on their respective conduct notwithstanding any error or defect in the execution of the Agreement.

2. PROVISION OF INFORMATION
In order to enable the Advertiser to create and promulgate appropriate advertisements the Company agrees to provide the Advertiser with:
2.1 An executive summary of the Company and its area of operation.
2.2 A detailed description of the product or services being advertised including information relevant to advertising such as cost, payment means, refund policy etc.
2.3 An indication of the intended purpose of advertising (whether to promote a given product or service or raise brand or product awareness or both).
2.4 A detailed budget for advertising.
2.5 Access to their website traffic statistics in order to allow the Advertiser to tailor and improve the advertising as well as tracking commission, if applicable.
The performance by the Advertiser of its obligations under this Agreement is conditional upon receipt of the above and changes in these requirements must be notified in writing as soon as practicable.

3. OBLIGATIONS OF THE ADVERTISER
It is agreed that:
3.1. The Advertiser may use the following means to promote the products or services of the Company as agreed between the Parties from time to time:
3.1.1 Text Ads
3.1.2 Image Ads
3.1.3 PPC Ads
3.1.4 Video Advertising
3.2 The Advertiser is expressly prohibited from using the following means to promote the products or services of the Company:
3.2.1 Popups
3.2.2 Bonus Offers
3.3 The Advertiser shall not promote any advert without that advert being first approved by the Company.
3.4 The Advertiser agrees that it will surrender to the Company the following items on the termination of this Advertising Agreement:
3.4.1 Full details of the PPC or PPV strategy including targeted territories, budgets, and any other demographics.
3.4.4 Full details of all traffic received or directed under the campaign including Google Analytics information or similar.

4. FEES
In consideration of its services the Company agrees to pay the Advertiser (an ongoing adjustable rate per ad click).

5. MANAGEMENT OF ADVERTISING BUDGET
It is agreed that:
5.1 during the course of this Advertising Agreement and in addition to those Fees outlined in clause 4 the Company undertakes to pay [Budget] to the Advertiser to be used to meet the direct costs of the advertising campaign.
5.2 the Budget shall be paid in the following manner: Manner of payment
5.3 In the event of the Termination of this Advertising Agreement the Advertiser agrees to return any unused Budget. AGREED

6. DURATION
This Advertising Agreement shall commence on the date of its execution and shall have effect until any of the following occurrences at which point the Agreement will end:
6.1 the failure of the Company to pay any fees due under this Agreement within 60 (sixty) days of them falling due provided that such delay was not expressly agreed between the Parties.
6.2 The provision of 14 (fourteen) days' notice in writing by either Party.
6.3 The Advertising Agreement has no end (until canceled by the company requesting advertising services).

7. WARRANTIES AND INDEMNITIES
It is agreed that:
7.1 Both Parties warrant that they have the necessary power and approval to enter into this Advertising Agreement.
7.2 Both Parties warrant that they are not aware of anything in their reasonable control which will or could have an adverse effect upon their ability to perform their respective obligations under this Advertising Agreement.
7.3 The Advertiser warrants that he/she will use only those means of advertising approved by the Company and listed in clause 3.1 and the Advertiser undertakes not to use any other means of advertising without the prior written approval of the Company and such approval shall constitute a variation pursuant to clause 9.
7.4 Where the Advertiser is holding or otherwise controlling an advertising Budget he/she undertakes to use this Budget in its entirety for advertising and not for any other purpose and to return any unused Budget at the termination of this Advertising Agreement.
7.5 The Advertiser undertakes to pause or stop all advertising on the express instruction of the Company in writing.
7.6 The Company undertakes to pay all Fees promptly and not to unreasonably withhold payment.
7.7 The Advertiser warrants that he/she will use only a) material expressly authorised by the Company or b) entirely original material and will not infringe the copyright of any third-party.
7.8 The Advertiser warrants the he/she will not use any false or misleading statements in their advertisements whether by statement, act, omission or implication and further agrees not to use excessive ! punctuation marks, cheap sales pitches or the like in their advertising.
7.9 The Advertiser warrants that he/she will not use any vulgar, offensive or disreputable means of advertising.
7.10 The Advertiser agrees to indemnify and keep indemnified the Company against any and all losses howsoever arising as a result of a breach of clause 7.7, clause 7.8 or clause 7.9.
7.11 The Advertiser acknowledges that he/she does not have the right to bind the Company.
7.12 The obligations and benefits under this Agreement may be assigned by either Party provided that the other Party first agrees in writing to said assignment.
7.13 The failure or delay by either Party to enforce any term of this agreement or to act upon a breach of any term shall not constitute a waiver of their rights.
7.14 Both Parties warrant that they will not do anything to hinder or adversely affect the execution of the other Parties' duties under the Agreement.
7.15 Both Parties warrant that they will submit to the exclusive jurisdiction of the courts and legal system stated in clause 11.

8. CONFIDENTIALITY
It is agreed that:
8.1 The Advertiser shall ensure that any confidential information or material which is obtained during the scope of this Advertising Agreement or in negotiation thereof is kept confidential including but not limited to the details of the means of advertising and the commission due or received under this Advertising Agreement.
8.2 The Company shall ensure that the details of the Candidate are kept confidential at all times and undertakes not to share this information with any third- parties.
8.3 The Advertiser undertakes that he shall not expose any confidential information except with the prior written consent of the Company or if directed to do so by a competent Court provided always that such information has not previously entered the public domain by other means.
8.4 The terms of clauses 8.1, 8.2, 8.3 shall apply indefinitely notwithstanding the termination of this Advertising Agreement.

9. VARIATION
Any variation to this Advertising Agreement shall be made in writing and signed by both Parties.
Indemnity. Advertiser shall at all times defend, indemnify and hold harmless Publisher and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising solely and exclusively out of the content of Advertiser's advertisements provided to Publisher by Advertiser and served by Publisher pursuant to this Agreement and/or any materials provided to Publisher by Advertiser to which users can link through those advertisements. As a condition of Advertiser's obligations to indemnify Publisher as provided in this Section or elsewhere in this Agreement, Publisher shall (i) give Advertiser immediate written notice in reasonable detail of any event or circumstances that might result in a claim for indemnification hereunder along with copies of all documents, pleadings, correspondence and the like supporting such claim, (ii) fully cooperate with Advertiser in the defense and settlement of such claims, and (iii) fully cooperate with Advertiser in all other aspects of the performance of the engagement. Advertiser shall have the right to control the defense of any action of such claim and all negotiations for its settlement with legal counsel reasonably satisfactory to Publisher, provided that Publisher shall be allowed to participate in such defense; provided, however, if Publisher fails or refuses to timely consent to the settlement of a claim which includes a release of Publisher, then and in such event, Advertiser's obligations to indemnify Publisher for such claim pursuant to this section or otherwise shall thereafter be limited to the amount set forth in such settlement proposal. In no event shall Advertiser be required to indemnify Publisher or any other party for (i) Publisher's tax liability including any interest or penalties related thereto, (ii) any claims, actions, demands, losses, causes of action, costs and expenses arising out of, resulting from, or related to the acts or omissions of Publisher or any other indemnified party, or (iii) any claims of any nature arising out of, resulting from, or relating to any changes in applicable statutes, laws, regulations, rules, policies, procedures, or the like effective from and after the date Advertiser provides materials hereunder. Any claim for indemnification under this Section must be made within twelve (12) months following the effective date hereof.

Client fully agrees that the Company (John D. Hoover Jr, DBA Hoover Products Corporation), PioneerSearch.net & Pioneer Ads ("The Advertiser") has no liability under any theory what-so-ever in case of loss arising out of said advertising services (PPC services). Client agrees Advertiser has no liability.

Limitation of Liability and Additional Indemnity.
(a) UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY CLAIMING BY OR THROUGH SUCH OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF SUCH PARTY HAS BEEN ADVISED AS TO THE LIKELIHOOD OF SAME.

(b) EXCEPT WITH RESPECT TO BREACHES OF CONFIDENTIALITY OR AS OTHERWISE PROVIDED FOR HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO PUBLISHER UNDER SECTION 2 ABOVE.

(c) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, PUBLISHER AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS ADVERTISER, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS (OF ANY TIER), AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, EXPENSES AND LIABILITIES ARISING OUT OF, IN CONNECTION WITH OR RESULTING FROM ANY ACT OR OMISSION IN THE PERFORMANCE OF SERVICES, OR ANY MATERIALS, ITEMS OR DELIVERABLES SUPPLIED BY PUBLISHER OR ITS CONTRACTORS (OF ANY TIER), CONSULTANTS, AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES. SUCH INDEMNIFICATION OBLIGATION SHALL INCLUDE BUT NOT BE LIMITED TO THE PAYMENT OF ALL REASONABLE ATTORNEYS' FEES, COSTS AND EXPENSES OF CONSULTANTS AND EXPERT WITNESSES, COSTS OF APPEAL AND OTHER COSTS INCURRED IN DEFENDING ANY SUCH CLAIMS, AS WELL AS ALL AMOUNTS ADVERTISER PAYS TO ITS CUSTOMERS RESULTING FROM PUBLISHER'S PERFORMANCE OF SERVICES OR SUPPLY OF MATERIALS, ITEMS OR DELIVERABLES OR THAT OF ITS CONTRACTORS (OF ANY TIER), CONSULTANTS, AGENTS, OFFICERS, DIRECTORS OR EMPLOYEES. PUBLISHER SHALL UTILIZE COMPETENT COUNSEL ACCEPTABLE TO ADVERTISER IN ADVERTISER'S REASONABLE DISCRETION.

5. Reports. Advertiser shall provide Client reports for services set forth from Advertiser. The reports will be available in the Advertiser Administration System, accessible from https://www.PioneerSearch.net/ads/advertiser_admin.php.

6. Intellectual Property Rights. Neither party will acquire any ownership interest in each other's intellectual property. Publisher shall have the right to place Advertiser's logo, trade name and trademark on any advertising from Advertiser and to otherwise use such items in connection with the purposes of this Agreement.

10. NOTICES
Any notice served under this Advertising Agreement shall be made in writing and shall be considered served if it is handed to the other Party in person or delivered to their last known address or any other such address as the Party being served may have notified as his address for service. All notices shall be delivered in English.

11. GOVERNING LAW, DISPUTES AND ARBITRATION
It is agreed that:
11.1 The Advertising Agreement is made under the exclusive jurisdiction of the laws of Pennsylvania, United States of America.
11.2 Disputes under this Advertising Agreement shall be subject to the exclusive jurisdiction of the courts of Pennsylvania, United States of America.
11.3 Notwithstanding the terms of 11.2 both Parties agree that in the event of a dispute they will enter into arbitration before the International Chamber of Commerce before a single arbitrator whose decision shall be final.

IN WITNESS WHEREOF, each of the Parties has executed this Advertising Agreement:

This agreement will be completed and available in the Advertiser Profile section in the Advertiser Administration System accessible from: https://www.PioneerSearch.net/ads/pioneer_ads.php after signup.

APPLICABLE LAW.

This Contract shall be governed by the laws of the State of Pennsylvania.

SIGNATURES.

This Contract shall be signed on behalf of Hoover Products Corporation by John D. Hoover Jr, CEO and on behalf of by and effective as of the date first above written. The typed name of the Publisher and CEO will replace pen and ink signature, and will here become valid.

Company:
Hoover Products Corporation

By: John D. Hoover Jr Date:
John D. Hoover Jr
CEO

Publisher:

By: Date: