101FreeTechBooks.com ONLINE ADVERTISING AGREEMENT

This advertising agreement is for the placement of a sponsored display advertisement on the www.101FreeTechBooks.com website. The advertisement can be purchased online with payment being made with a major credit card. You (“The Advertiser”) in entering into this agreement understands and accepts the advertising acceptability guidelines and policies of 101FreeTechBooks.com.

ADVERTISER OBLIGATIONS

“The Advertiser” shall be solely responsible for supplying and managing the “The Advertiser” ads at its own expense and 101FreeTechBooks.com shall not have any obligations whatsoever with respect to the “The Advertiser” ads other than to create and display the hyperlinks thereto as described herein. 101FreeTechBooks.com retains the right, in its sole discretion and upon notification to “The Advertiser”, to immediately cease linking to the “The Advertiser” links and terminate this agreement if in 101FreeTechBooks.com's opinion, the “The Advertiser” Site violates any applicable law or regulation, infringes upon any proprietary right of any third-party, or is defamatory, obscene, offensive or excessively controversial or no longer is in compliance with our advertising acceptability guidelines and policies.

TERM/BILLING CYCLE

The term of this Agreement shall begin on the Date “The Advertiser” creates and ad in the 101FreeTechBooks.com Self Service Advertising engine and shall continue as the ad remains active and in good standing with 101FreeTechBooks.com unless otherwise terminated as set forth below.

101FreeTechBooks.com will bill daily for the services provided by charging a major credit card provided by “The Advertiser” up to a maximum daily limit specified by “The Advertiser”. 101FreeTechBooks.com  will notify the advertiser if the agreement is terminated for lack of authorization or approval of daily payments to a major credit card entered.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

“The Advertiser's Representations and Warranties. “The Advertiser” represents and warrants that (I) “The Advertiser” has the right to grant the rights and licenses granted herein; (ii) “The Advertiser” is the sole owner or licensee of the “The Advertiser” Content; (iii) the “The Advertiser” Content does not infringe, violate or misappropriate any trademark, patent, copyright, trade secret or any other intellectual property right of any third party; (iv) the “The Advertiser” Content does not contain any libelous material; (v) it has the right and authority to enter into and perform all obligations under this Agreement; (vi) it shall comply with all applicable laws, statutes, ordinances, rules and regulations; and vii) it shall comply with 101FreeTechBooks.com advertising acceptability guidelines and policies.

101FreeTechBooks.com's Representations and Warranties. 101FreeTechBooks.com represents and warrants that (I) it has the right and authority to enter into and perform all obligations under this Agreement; and (ii) it shall comply with all applicable laws, statutes, ordinances, rules and regulations with respect to the 101FreeTechBooks.com project. Indemnity. Each party will defend, indemnify, save and hold harmless the other party, and their officers, directors, agents, and employees from any and all third-party claims, demands, liabilities, courts costs and damages, including reasonable attorney's fees ("Liabilities"), resulting from the indemnifying party's breach of any of the representations and warranties set forth; provided, however, the non-indemnifying party shall (I) promptly notify the indemnifying party in writing of an indemnifiable claim, (ii) give the indemnifying party the opportunity to defend or negotiate a settlement of any such claim at the indemnifying party's expense, and (iii) fully cooperate with the indemnifying party, at the indemnifying party's expense, in defending or settling such claim. The indemnifying party may not settle any such claim without obtaining the prior consent of the non-indemnifying party, unless any such settlement provides for full exculpation of the non-indemnifying party. Each party reserves the right, to participate, at its own expense, in the defense of any matter otherwise subject to indemnification by the other party. Notwithstanding the above, neither party shall be obligated to indemnify, defend, save and hold harmless the non-indemnifying party to the extent Liabilities result from the gross negligence or knowing and willful misconduct of the non-indemnifying party.

NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4 ABOVE, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY MATTER SUBJECT TO THIS AGREEMENT, INCLUDING ANY STATUTORY WARRANTY AGAINST INFRINGEMENT, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

LIMITATION OF LIABILITY

EXCEPT FOR OBLIGATIONS PURSUANT TO SECTION 4 ABOVE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS ARISING FROM THIS AGREEMENT (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

GENERAL PROVISIONS

Assignment. “The Advertiser” will not assign, delegate or otherwise transfer this Agreement or any right hereunder, either in whole or part (whether by express transfer, operation of law or otherwise) without the prior written consent of 101FreeTechBooks.com, except “The Advertiser” may transfer or assign this Agreement without prior consent to any of its subsidiary or affiliate companies or successor either now existing or hereafter organized. Any attempted or purported assignment or other transfer not complying with the foregoing shall be null and void. Subject to the foregoing, this Agreement will inure to the benefit of and bind the successors and assigns of the parties hereto.

Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.

Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. No 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 a relationship upon either party.

No Waiver. The failure of either party to insist upon or enforce strict performance by the other party, of any provision of this Agreement, or to exercise any right under this Agreement, shall not be construed as a waiver or relinquishment of such party's right to enforce any such provision or right in any other instance.

Notice. Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (I) on the delivery date if delivered by electronic mail; (ii) on the delivery date if delivered personally to the party to whom the same is directed; (iii) one (1) business day after deposit with a commercial overnight carrier with written verification of receipt; or (iv) five (5) business days after the mailing date whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available to the Contact at the address of the party to whom the same is directed.

Jurisdiction. This Agreement is governed by the laws of the State of Florida, the U.S. Copyright Act and other applicable U.S. federal laws. All disputes or legal proceedings relating to this Agreement shall be brought and heard exclusively in the state or federal courts located in Dade County, Florida, and by accepting this Agreement “The Advertiser” hereby irrevocably consent and submit to personal jurisdiction in such courts for all such disputes or legal proceedings.

Final Agreement. No amendment or modification of this Agreement shall be effective unless it is set forth in a writing which refers to the particular provisions so amended or modified and is executed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless it is set forth in a writing which refers to the provision so waived and the instrument containing such provision and is executed by an authorized representative of the party waiving its rights. No failure or delay by either party exercising any right, power or remedy will operate as a waiver of any such right, power or remedy.

For More Information please contact 101FreeTechBooks at advetising@101FreeTechBooks.com