THIS AGREEMENT made BETWEEN:

FSBO The District, LLC

(the “Publisher”)

OF THE FIRST PART

 - and -

{Company/Organization wishing to advertise}

(the “Advertiser”)

OF THE SECOND PART

WHEREAS the Advertiser desires to utilize advertising space on the Publisher’s Internet web site and the Publisher agrees to provide such advertising space to the Advertiser on the following terms and conditions;

1.    Definitions

Wherever used in this Agreement, the following words or terms shall have the following meanings:

1. “Banner” means a graphic file in JPEG or GIF format used to display an online advertisement, which is linked to the Advertiser’s web site.  This also means any textual content displayed as part of the online advertisement, which is linked to the Advertiser's web site.
2. “Click-through” means a hit on a web site by means of an Internet user accessing a hyperlink provided in a Banner.
3. “Hit” means a visit to a web site by an Internet user. 
4. “Hyperlink” means a link on a web page which links to another web page. 
5. “Impression” means a display of a Banner to an Internet user. 
6. “Usage Statistics” means information with respect to the number of hits on a web site, including the time of each hit, and which web page on the web site was accessed.
7. “Traffic” means the number of hits received by a web site. 

2.    Fees for Advertising Space

1. The Advertiser shall, during the term of their Agreement, pay to the Publisher the contracted amount within 15 days of receipt of an invoice from the Publisher.
   
   
2. Upon any failure or refusal by the Advertiser to pay any amounts due under this Agreement in a timely manner, the Publisher shall not be obligated to provide any advertising services to the Advertiser and may at its option terminate this Agreement immediately. Termination by the Publisher pursuant to this subsection shall not relieve the Advertiser from its obligation to pay any amounts owing under the Agreement with respect to impressions already delivered by the Publisher.

3.    Banner Placement and Display

1. The Publisher agrees to provide for an area on a web page on its web site for the placement of the Banner during the term of the Contract.
   
   
2. Unless otherwise agreed to in writing, the choice of the web page on the Publisher’s web site, and the placement and location of the Banner within that web page shall be at the sole discretion of the Publisher.
   
   
3. The Advertiser shall be solely responsible for the accuracy and correctness of the information supplied in all Banners provided by the Advertiser and displayed on the Publisher’s web site.

4.    Term

1. This Agreement shall commence upon date of the acceptance of these terms and shall expire when the Contract has expired.

5.    Publisher’s Right to Reject Banner Ads

1. The Publisher shall have the right, in its sole discretion, to refuse to display any Banner submitted by the Advertiser at any time if such Banner does not conform to any of the Publisher’s policies, guidelines or restrictions.
   
   
2. Further, the Publisher shall have the right to refuse to display any of the Advertiser’s Banners if the Advertiser is in breach of any of the provisions of this Agreement or in default of any of its obligations hereunder, until such time as such breach or default has been cured.
   
   
3. The Publisher shall have the right to reject a Banner submitted in a graphic file format other than JPEG or GIF, or in an otherwise incomplete, unintelligible or corrupted format.
   
   
4. The Publisher shall have the right to reject a Banner if the Banner, or a web site to which the Banner provides a hyperlink, contains:

1. material that violates any statute, rule of law, regulation or rights of third parties;
2. material that infringes any copyright, trade mark, trade secret, patent or other proprietary rights of third parties;
3. material that is libelous or slanderous;
4. material which is pornographic or obscene;
5. material that promotes illegal or racist activity;
6. products or services for the delivery of unsolicited electronic mail.

6.    Usage Statistics

1. The Publisher does not guarantee in any way the number of impressions of the Advertiser’s Banner, the number of click-throughs of the Banner by potential customers, or the effectiveness of the Banner in increasing the Advertiser’s revenues. The Advertiser understands and agrees that the Publisher exercises no control over the Internet Traffic through its web site, and cannot guarantee that visitors to its web site will view and click through the Advertiser’s Banner.
   
   
2. The Publisher may from time to time publish Usage Statistics with respect to its web site. The Publisher makes no guarantee that actual Usage Statistics will be equal to any published numbers at any given time, and shall not be held liable for any claims by the Advertiser with respect to such published Usage Statistics.

7.    Representations and Warranties

The Advertiser represents and warrants:

1. that it has the right to publish the contents of the Banner and to authorize its use and display by the Publisher pursuant to the terms of this Agreement; and
   
   
2. that the use, reproduction, display or transmission of the Banner by the Publisher will not violate any criminal laws or rights of any third parties, including, but not limited to, infringement of any copyright, trade mark, trade secret, patent or other proprietary right, false or misleading advertising, unfair competition, libel or defamation, or invasion of privacy rights.

8.    Limitation of Publisher’s Liability

1. The Publisher shall not be liable for the contents of any Banner or the contents of any web site to which a Banner provides a hyperlink. The Advertiser shall be solely responsible for any liability arising from the use and display of the Banner, and shall be responsible for any and all claims made against the Publisher in relation to the Advertiser’s Banner.
   
   
2. Use of the advertising space by the Advertiser shall be at the Advertiser’s sole risk. The Publisher does not represent or warrant to the Advertiser that there will be continuous, complete and uninterrupted service during the Term of this Agreement. The Publisher makes no guarantee whatsoever with respect to the continuous accessibility of its web site or the Advertiser’s Banner to potential Internet customers. The Advertiser acknowledges that there may be interruptions in service under this Agreement due to the inherent limitations of the Internet, hardware or software upgrades, or system maintenance and configuration, and that the Publisher assumes no liability for any loss, damage or expense arising from an interruption in service due to any of the foregoing factors.
   
   
3. The Publisher’s liability for any error or omission in a displayed Banner shall be limited to the cost of the Banner area for the time period during which the error or omission occurred. No allowance shall be granted for an error or omission in a Banner which does not materially affect the value of the Banner.
   
   
4. The Publisher shall not be liable to the Advertiser in any manner whatsoever for any indirect, special, incidental, or consequential damages, including but not limited to, any lost revenues or profits, loss of goodwill, or any third party claims.

9.    Indemnification

The Advertiser shall and does hereby agree to indemnify and save the Publisher harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by the Publisher, arising from the Advertiser’s breach of any of its representations and warranties hereunder.

10.    Intellectual Property

All intellectual property rights in the Banner, including copyright, trade mark and industrial design rights, shall remain vested in the Advertiser, and provision of the Banner to the Publisher shall in no way constitute a waiver by Advertiser of any such rights.

1. This Agreement may not be modified or amended except with the written consent of the parties.
   
   
2. If any Article, Section, paragraph or provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall not affect or impair the validity or enforcement of any other provision of this Agreement.
   
   
3. All notices required or permitted to be given pursuant to this Agreement shall be sent by telex, fax, telegram, electronic email or other form of transmitted or electronic message or sent by prepaid courier or mail directly to such party at the following addresses, respectively:
   Publisher:    FSBO The District, LLC
                         PO Box 40875
                         Arlington, VA  22204
   
   Advertiser:    {Address provided by Advertiser}
   
   or at such other address as either party may stipulate by notice to the other.  Any notice delivered by hand or prepaid courier or sent by facsimile or electronic email shall be deemed to be received on the date of actual delivery thereof.  Any notice so sent by telex, telegram or similar form of transmitted message shall be deemed to have been received on the next day following transmission.
   
   
4. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supercedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth herein.