ONLINE ADVERTISING AGREEMENT

DISCOUNT CIGARETTES SHOPPING GUIDE, LLC


Advertiser Information:

 

Company Name: ___________________________________________________

Website Address: __________________________________________________

Person(s) Authorized to Represent Advertiser in Correspondence with DCSG:

Name: _____________________________________________________

Address: ___________________________________________________

___________________________________________________

____________________________________________________

Telephone: __________________________________________________

FAX: _____________________________________________________

Email: _____________________________________________________

(For additional authorized contact persons, add attachment with information above.)

 

Online Advertising Agreement:

 

Discount Cigarettes Shopping Guide, LLC (hereinafter referred to as DCSG) and the company named above (hereinafter referred to as Advertiser) agree to the following conditions and terms regarding the purchase of Internet advertising from DCSG.

 

Definitions:

(Expanded definitions contained in Appendix 1.)

Enhanced Listing - An Enhanced Listing shall consist of:

a)      Advertiser’s business name, with hypertext link to advertiser’s website;

b)      Advertiser’s median cigarette prices per carton. Prices will refer to four general categories of cigarette brands as shown on the DCSG home page;

c)      Advertiser’s shipping cost per carton;

d)      Advertiser’s minimum order in number of cartons;

e)      A “drop-down” menu, consisting of up to ten (10) lines;

f)        One line of text appearing below the drop-down menu;

g)      Advertiser’s logo image, with hyperlink to advertiser’s website;.

h)      The Online Tobacco Retailer’s Association (OLTRA) “webseal” image, if Advertiser is a member in good standing of that organization.

i)        An image displaying the word “New,” when applicable.

j)        An image indicating that Advertiser accepts manufacturer’s coupons, when applicable.

 

Banner Ad Display – Banner Ads will be as follows:

a)      Approved by DCSG prior to display;

b)      Include a hyperlink to advertiser’s website.

 

Waiting List – When it deems appropriate and/or necessary, DCSG will maintain a list of companies that have expressed interest in purchasing advertising. A non-refundable deposit will be required to appear on this list.

 

Additional Features – The Enhanced Listing and Banner ad subscriptions may include the following:

a)      Participation in the Featured Listing program; (Enhanced Listing subscribers only)

b)      Advertiser’s business name, with hypertext link, appearing on each of DCSG’s “Brand Finder” pages, indicating the cigarette brands carried by Advertiser on his/her website;

c)      Advertiser’s business name, with hypertext link, associated with brands (carried by Advertiser on his/her website) that appear on DCSG’s “Compare Brands” page;

d)      Advertiser’s business name, with hypertext link, in various lists (cigars, smokeless, etc.) appearing on DCSG’s “Tobacco Products” page; (Advertiser must display these products on his/her website to be eligible for inclusion.)

e)      Advertiser’s business name, city, and state, with hypertext link, appearing on DCSG’s “Local Outlets” page; (This provision is only for advertisers who have a physical store in addition to a website.)

 

List Rotation – Home page and Brand Finder lists are arranged alphabetically. In order to provide equal exposure to advertisers, DCSG moves the starting point of these lists periodically. Normally, the home page list will be moved one position daily; the Brand Locator lists will be moved in increments of 5 positions no less frequently than once per month. (At its discretion, DCSG may elect to delay or postpone these list adjustments to account for unusual circumstances.)

 

Fee Schedule:

 

DCSG subscription rates are “flat rate,” as opposed to cost-per-click or cost-per-view, and will be billed on a calendar month basis. Advertiser may elect to be billed quarterly.

 

Billing Procedure:

a)      Unless otherwise requested, DCSG will send invoices via “text-only” email to the address specified by Advertiser.

b)      If requested, DCSG agrees to send invoices via postal mail or FAX to the address specified by Advertiser.

c)      Charges for subscriptions beginning during the month will be prorated for the period remaining in the month. Subsequently, billing will be by calendar month or quarterly only.

d)      DCSG will normally send invoices on or about the 25th day of the month preceding the month for which subscriptions are being charged.

e)      Advertising rates will be quoted in United States dollars (USD).

 

Payment:

a)      The preferred method of payment for DCSG invoices is with credit card. (Visa, MasterCard, and American Express credit or debit cards accepted.)

b)      If Advertiser prefers payment by check or Money Order, the payee shall be:

Discount Cigarettes Shopping Guide

c)      Payment is due on the first of the month for which service is billed.

d)      Subscription payments are non-refundable.

e)      Payment shall be in United States dollars (USD).

 

DCSG reserves the right to raise, lower, or otherwise modify subscription rates at its discretion, except that such price changes will not be made retroactive or applicable to the current billing month.

 

Website Outages:

 

a)      Advertiser understands and agrees that DCSG subscription charges are applicable irrespective of outages of any duration occurring on his/her website.

b)      DCSG agrees that in the event its website server is inoperative for a period of 72 consecutive hours or longer, it will adjust Advertiser’s billing for the next service period, allowing credit (on a prorated basis) for the outage period. This provision does not apply to regional line or router outages.

c)      Advertiser agrees to notify DCSG in advance of planned outages to his/her website. When so notified, DCSG will indicate this outage on Advertiser’s listing. (Advertiser may also elect to have his/her listing and/or banner ad “hidden” for the duration of the outage.)

 

Changes to Advertiser’s Website:

 

Advertiser agrees to provide DCSG at least 72 hours advance notice when planning changes to his/her website that pertain to information displayed on DCSG web pages. This information might include, for example, product pricing, specials, shipping rates, etc. (The purpose of this provision is to help ensure that DCSG is able to maintain accurate information for the benefit of consumers who visit its website.)

 

Site Authority:

 

DCSG retains the exclusive right to:

a)      Determine what is displayed on its web pages and the manner in which it is displayed;

b)      Determine how special programs or features (such as the Featured Listing program) are administered;

c)      To refuse to accept as a client any person or company;

d)      To terminate Advertiser’s listing and/or banner ad subscription without cause, except that if such right is exercised, it will reimburse Advertiser for any pre-paid service, or portion thereof, not delivered.

 

Site Information Provided:

 

DCSG agrees to inform Advertiser on a regular basis (usually 4 times per month) of information regarding consumer visits (referred to variously as “hits,” “clicks,” “click-throughs,” etc.) to Advertiser’s website from links at the DCSG website. However, if such data/statistics are not available to DCSG through its website hosting service, it is under no obligation to expend financial, technical, or human resources to obtain the data from other sources.

 

Tax Reporting Policy:

 

DCSG recognizes that it is Advertiser’s decision whether to provide any customer information to tax agencies/authorities. However, Advertiser agrees that if his/her company has such a policy, it will be communicated to consumers.

 

Other Consumer Information Sharing:

 

DCSG does not sell, trade, or otherwise disseminate any consumer information, including names, addresses, email addresses, etc. We will not knowingly accept as an advertiser any company that does engage in this practice.

 

Legal Provisions:

Ownership: All materials, including but not limited to, any computer software, data or information developed or provided by DCSG, and any methodologies, equipment, or processes used by DCSG to perform its obligations under this Agreement, including without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and apputenant thereto (collectively “DCSG materials”) shall remain the sole and exclusive property of DCSG.

Site Content: DCSG has final authority over all format, copy, and arrangement of the material displayed on its website pages.

Limitation of Liability: Advertiser agrees that DCSG’s entire liability under this Agreement, if any, for any claim(s) for damages relating to this agreement which are made against DCSG, whether based in the Agreement of negligence or otherwise, shall be limited to the amount of the charges paid by advertiser relative to the period of occurrence of the events which are the basis of the claim(s). In no event will DCSG be liable for any lost profits or any consequential, exemplary, incidental, indirect or special damages arising from, or in any way related to, this agreement or relating in whole or in part to Advertiser’s rights hereunder, even if DCSG has been advised of the possibility of such damages.

Representations and Warranties of Advertiser: Advertiser represents and warrants that Advertiser has the power and authority to enter into and perform its obligations under this Agreement and that Advertiser owns the site to be advertised or otherwise has the right to advertise it. Advertiser assumes sole responsibility for (a) acquiring any authorizations necessary for links to third party websites, (b) the accuracy of the content of its website, and (c) ensuring that content of material from its site that is displayed on DCSG website pages does not infringe or violate any right of any third party.

Indemnification: Advertiser shall defend, indemnify, and hold harmless, DCSG, its officers, servants, and employees against any and all third-party claims, actions, causes of action, liabilities, damages, costs, and expenses, including reasonable attorney’s fees, arising out of or related to any facts which, if true, would constitute a breech of its representations or warranties. Advertiser shall indemnify DCSG, its officers, servants and employees from and against any liabilities, expenses (including reasonable attorney’s fees) and damages arising out of claims based upon the display of the advertisement hereunder, including but not limited to, any claim of libel, defamation, violation of rights of privacy or publicity, violation of the Children’s Online Privacy Protection Act, and infringement of intellectual property or any other right, regardless of whether such claims are ultimately found to be without merit.

 

 

General Provisions:

 

Entire Agreement: This Agreement comprises the entire understanding between DCSG and Advertiser with respect to, and supersedes any prior understanding oral or written, relating to the subject matter hereof. This Agreement may only be modified by a document signed by both parties.

Force Majeure: Neither party shall be deemed in breach of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed, restricted, or prevented by reason of any act of God, fire, natural disaster, act of government, strikes or labor disputes, inability to provide raw materials, power or supplies, or any other act or condition beyond the reasonable control of the party in question.

Severability: If any provision of this Agreement shall be declared invalid or unenforceable, the invalidity or unenforceability of such provision shall not affect the remainder of the Agreement, and the Agreement shall be construed and enforced as if such invalid or unenforceable provision had not been contained therein.

Headings: The headings in this Agreement are intended solely for convenience and shall be given no effect in the construction or interpretation of this Agreement.

No Joint Ventures: Advertiser acknowledges that DCSG is an independent contractor under this Agreement and that no joint venture, partnership, employment, or agency relationship exists between the Advertiser and DCSG as a result of this Agreement. Advertiser agrees not to hold itself out as a representative, agent, or employee of DCSG and that DCSG will not be liable by reason of any representation, act or omission to act by Advertiser.

Termination of Agreement: Either party upon notification to the other of its intent may terminate this Agreement at any time.

 

Signed __________________________________________ Date______________________

 

Please mail or FAX to:

Discount Cigarettes Shopping Guide

1387 N. Crestmont Drive

Meridian, ID 83642

 

FAX: (208)895-0642

 


 

Discount Cigarettes Shopping Guide 

ONLINE ADVERTISING AGREEMENT

 

Appendix 1: Expanded Definitions

 

Enhanced Listing

 

a) Advertiser’s Company Name:

DCSG retains authority to approve/disapprove of any submitted company name. (Note: Some reasons for disapproval might include length, suitability for general public viewing, similarity to the name(s) of existing clients.)

b) Median Prices:

The median prices shown on Advertiser’s listing are determined by DCSG. Under current procedure, we consider four (4) brand categories, which are: National Premium, National Economy, Special Premium, and Special Economy. The brands used to determine the National Premium median are:

Benson & Hedges       Capri          Carlton 

Kent                            L & M          Lucky Strike

Merit                           More           Now

Pall Mall                     True         

(When necessary or appropriate, other common National Premium brands will be considered in order to arrive at a logical and fair median price.)

 

Brands used to determine the National Economy median are:

Alpine                       Basic              Cambridge 

Doral                         GPC                Kool

Misty                         Monarch       Old Gold

Viceroy

(When necessary or appropriate, other common National Economy brands will be considered in order to arrive at a logical and fair median price.)

 

Brands used to determine the Special Premium median include:

              Bailey’s                   Malibu            Montclair

              Pyramid                   Sonoma          Summit

              USA Gold

Brands used to determine the Special Economy median include:

               Checkers                Exact               Lewiston

               Roger                     Seneca            Smokin’ Joe

               Tahoe                     Tucson             Wave

 

1.      Prices identified as “Sale” or “Special” prices will not be used to compute median prices.

2.      Classification of cigarettes as to category will be determined by DCSG.

3.      The median price shown will be the actual listed price of at least one brand.

4.      In cases where the median could logically be one of two different prices, the higher of the two will be shown.

 

c) Advertiser’s Shipping Cost per Carton: The methodology used to determine shipping cost per carton is as follows: DCSG will make a “test” order on Advertiser’s site using:

1.      A brand priced at the National Premium median determined in Paragraph b) above;

2.      A five (5) carton order;

3.      An address in the New Jersey state zip code of 07102;

4.      An address in the California state zip code of 93536;

5.      Opting for the lowest shipping price available on Advertiser’s website.

 

d) Advertiser’s Minimum Order Policy in number of Cartons: If there is no Minimum Order stated on Advertiser’s website, DCSG will enter the Minimum Order as one (1). (Note: DCSG recognizes that shipping cost per carton may change in the case of small orders.)

 

e) “Drop Down” Menu Lines: Advertisers determine what information, if any, is to appear in this area. DCSG encourages the placement of “Sale” or “Special” pricing, promotional items (such as free lighters, free samples), auto-ordering plans, payment options, shipping choices and/or restrictions, etc. The following restrictions will be in effect:

1.      A maximum number of ten (10) lines is permitted;

2.      No boldface or “ALL CAPS” lettering is permitted;

3.      No subjective – unverifiable – statements such as “Lowest Prices in America” are permitted;

4.      No negative statements about other Advertisers is permitted.

(Note: In addition to the restrictions stated above, DCSG retains the right to approve/disapprove any items Advertiser submits for inclusion in the drop-down menu.)

 

f) Text Line: This single line of text appearing below the drop-down menu is normally used to display Advertiser’s telephone and/or FAX number. Other text may be permitted at the discretion of DCSG.

 

g) Advertiser’s Logo/Icon: DCSG will create this graphic using images, words and colors from Advertiser’s website. Advertiser will approve of the image before it is used. Advertiser may also elect to submit his/her own logo. If so, it must conform to the following:

1.      Size: 40x40 pixels;

2.      No “animation”;

3.      Have a background color FFCC99;

4.      File type of either *.gif or *.jpg.

(Note: DCSG retains the right to accept or reject logo images submitted by Advertiser.)

 

h) OLTRA Logo: DCSG will add the Online Tobacco Retailer’s Association logo to any Advertiser’s listing, so long as the Advertiser requests it, and is a member in good standing of the organization.

 

i) “New” Graphic: DCSG will add an image with the words “New” to any new Enhanced Listing appearing on the home page, so long as the Advertiser requests it. The duration of the period during which the graphic is displayed will normally be 3 to 4 weeks.

(Note: The “New” graphic will not be displayed on listings in the “Featured Listing” area.)

 

j) “Accepts Coupons” Symbol: DCSG will add an image denoting the Advertiser accepts un-expired manufacturer’s discount coupons, providing the Advertiser requests it, and the fact is stated on Advertiser’s website.

 

Banner Ads

 

DCSG will design and create banner ads, upon request, for Advertiser’s wishing to purchase a banner ad display on the DCSG website. It uses words, images, and colors from the Advertiser’s website to create the ad. It may use images and verbiage from its own sources, as well. Advertiser will have the opportunity to review and approve or disapprove of the ad before it is put in to use.

If Advertise elects to submit his/her own ad for use on the DCSG website, it must conform to the following restrictions:

 

a) Size: 468x60 pixels, not larger than 15Kb file size;

b) File type: *.gif or *.jpg files only;

c) No negative comments about other Advertisers.

(Note: DCSG retains the right to approve/disapprove any ad submitted.)

 

Pricing for Banner Ad spots is determined by the specific page on which the ad will be placed, and by the specific position on the page. In general, spots located on pages that draw more traffic will have a higher price. Likewise, positions closer to the top of a given page will have a higher price. Positions are numbered from the top of the page, beginning with #1.

 

Advertisers that purchase a given ad spot will have “first right of refusal” for monthly renewals on that spot.

When an ad spot is vacated, ads appearing lower on the page will be automatically moved upwards on the page, so long as they will be moved to a spot for which the monthly charge is the same as the spot they would be vacating.

In all other cases, Banner ad vacancies will be advertised and filled at the discretion of DCSG.

 

End of Appendix 1.