Weintraub Computer Consultants (hereinafter referred to as "WCC")
710 Mountain View Place
El Cajon CA 92021
WCC develops, markets and maintains a web site on the
Internet located at URL: http://www.chargers-stats.com
(the "Web Site"); which contains the records of every San
Diego Chargers NFL football team player from 1960
(the year the team was established) to the present, along
with other statistical information
1. DEFINITIONS
1.1. Definitions. Capitalized terms used
in this Agreement shall have the meanings given below:
(a) Page(s) shall mean a page or pages
of WCC's web site which is displayed when accessing the associated URL,
and which contains the statistical data of a player or other
related information.
(b) Home Page shall mean the first page
of the sponsor's web site which is displayed when accessing the
associated URL.
(c) Links shall mean hypertext, text,
banner, logo and contextual links ("Graphical Image") which permit a user
to
go from the WCC's web site to the sponsor's by clicking
on the Graphical Image.
(d) Other Information shall mean a banner
or text which does not include a link.
2. LINKS OR OTHER INFORMATION
2.1. Links or Other Information (referred to as "THE LINK"
within this Article).
(a) Each page listed in section 3 below will be limited
to only one Sponsor.
(b) THE LINK shall be placed prominently on the page.
(c) At the discretion of the Sponsor, THE LINK may
be furnished by the Sponsor or created for the Sponsor by WCC.
If THE LINK is created by WCC, it will be submitted to the
Sponsor for approval.
(d) The maximum size of THE LINK shall be six (6)
inches across by one and one-fourth (1 1/4) inches down.
If the Sponsor requests a different size, it must meet the
approval of WCC.
(e) The information contained on/in THE LINK shall
be of good taste, as determined by WCC.
(f) WCC reserves the right to decline any Link to
a Web Site that is not of good taste, as determined by WCC.
(g) The Sponsor shall have the privilege of updating
the Link or Other information once each calendar month.
If WCC is to update the Link, fifteen (15) days notice must
be given.
2.2. Duration: WCC shall establish and maintain Links or
Other information on the Page(s) selected by and paid for by the
Sponsor, for a period of one (1) year from the effective
date of the Agreement.
3. PAGES TO BE SELECTED BY THE SPONSOR
3.1. Pages available:
All player and coaches pages not already bannered.
All team pages not already bannered.
All stats pages not already bannered.
Pages not mentioned here may be requested but are subject to acceptance
by WCC.
4. PAYMENT
4.1. Payment shall be made by the Sponsor to WCC within
fifteen (15) days after being billed by WCC
and the Link(s) has/have been added to the Pages selected
by the Sponsor. It shall be the responsibility
of the Sponsor to verify that the Link(s) is/are accurate.
4.2. Credit cards will not be accepted.
4.3 A receipt will be issued to the Sponsor, containing
at least the following information:
(i) Name, address,
phone number of WCC and the Sponsor
(ii) The effective
date of the Sponsorship and the termination date
(iii) A drawing representing
the LINK desired by the Sponsor
(iv) The page or pages selected
by the Sponsor
(v) The dollar amount of
the Sponsorship
4.4 If the Sponsorship for a given player during the current
year is $50.00, if/when the player leaves the team
during the year the sponsorship is in effect, the sponsorship
shall revert to $25.00 and the Sponsor
will be entitled to a refund of the difference.
5. INTELLECTUAL PROPERTY
5.1. Retention of Rights. Each party shall retain
all rights and interests in its web site, trademarks, copyright
and other intellectual property rights.
6. REPRESENTATIONS AND WARRANTIES; LIMITATIONS
6.1. WCC Warranty. WCC represents and
warrants for the benefit of the Sponsor that on the Effective Date
and during the Term of the contract:
(i) content developed by WCC on behalf of the Sponsor, on
its Web Site will not infringe any copyright,
trademarks, or trade secrets of any third party and will
not constitute a defamation or invasion of the rights of
privacy or publicity of any kind of any third party,
(ii) WCC has made every effort to ensure the accuracy of
the data on its Web Site.
(ii) WCC Web Site does not violate the laws, statutes or
regulations of any jurisdiction.
7. LIMITATION OF LIABILITY
7.1. Warranty. THIS AGREEMENT IS AN AGREEMENT
FOR SERVICES. NOTWITHSTANDING THE
FOREGOING AND EXCEPT AS SET FORTH IN ARTICLE 6, BOTH PARTIES
SPECIFICALLY DISCLAIM
ALL WARRANTIES WITH REGARD TO THE WCC WEB SITE, INFORMATION
AND SERVICES PROVIDED
THEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION,
THE WARRANTIES OF
MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN
PARTICULAR, AND NOT BY WAY
OF LIMITATION, WCC DOES NOT WARRANT THAT THE WCC WEB SITE
WILL OPERATE ERROR-FREE OR
WITHOUT INTERRUPTION.
7.2. Damages. IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO,
LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR OTHER
LOSS ARISING OUT OR RESULTING
FROM THIS AGREEMENT EVEN IF EITHER PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH
DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE
NEGLIGENCE OR OTHER FAULT OF
EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS
IN CONTRACT, NEGLIGENCE,
TORT OR ANY OTHER THEORY OF LIABILITY.
7.3 Notwithstanding the foregoing, and except as set forth
in Article 6, the aggregate liability of either party
arising with respect to this Agreement shall not exceed
the amount of the contract.
8. ENTIRE AGREEMENT
8.1. Entire Agreement. This Agreement constitutes
the entire understanding and agreement between the parties,
and supersedes all previous agreements (whether written
or oral) concerning the subject matter hereof. The Agreement
may not be amended or supplemented except by a written document
executed by the parties to the Agreement.
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