f.
Each party shall be responsible for tracking Impressions on its site that result from users
accessing their respective Websites from the Co-Branded Site and the Website of the other
party. Each party shall be responsible for keeping true and accurate records regarding the total
advertising revenues that they receive from their respective sites and any deductions for
commissions to be paid with respect to such advertising revenues. Within [NUMBER] days after
the end of each calendar quarter, each of the parties shall provide the other party with a
detailed report regarding the calculations of the amounts payable by the other for the preceding
calendar quarter. Such report shall be delivered to the other party together with an invoice for
the amount due to such party as a result of such calculation. The amounts shown as due on such
invoice shall be due and payable within [NUMBER] days after receipt of such invoice.
g.
In the event that there is any dispute with regard to the calculation of the amount due by or to
either of the parties, the disputing party shall notify the other in writing within [NUMBER] days
after receipt of the invoice and report and the calculations shall be resolved by an independent
accountant that is agreed to by the parties and who has not represented either of the parties. If
the parties are not able to agree on the identity the independent accountant to perform such
review, the parties shall each select and account of their own who shall select the independent
account to perform such review. The recommendations of the reviewing accountant shall be
final and binding on the parties.
8.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Each of the parties makes the following representations and warranties to the other party hereto:
a.
The representing party has the full power and unrestricted authority to enter into this
Agreement. Entering this Agreement and performing the obligations hereunder does not conflict
with and is not prohibited under the terms of any other agreement, document, law, rule,
regulation or court order to which the representing party is subject.
b.
Each of the parties have the full power and unrestricted authority to grant the licenses that are
granted herein. The granting of such licenses does not interfere with the rights of any third
party. Each party has the full rights in and to all of its Proprietary Rights and such Proprietary
Rights doe not infringe upon the rights of any other party.
c.
The services of the online business in creating the co-branded site and in performing any and all
other services hereunder are on an “as is” basis and the online business hereby disclaims any
and all warranties with respect to such items, including but not limited to warranties of
merchantability and fitness for a particular purpose. Online business does not represent or
warrant that any component of the co-branded site and other deliverables will be free from
error or will meet any particular needs or desires of users who access the co-branding site.
Furthermore, online business shall not be liable for an incidental, consequential or special
damages of any kind.
9.
TERM AND TERMINATION
a.
The initial term shall be for a period of [NUMBER] years. Thereafter, this Agreement shall
automatically renew for successive periods of [NUMBER] year each unless it is sooner