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Home / Advertising / Insertion Order
Once you have confirmed availability and pricing, you will need to fill out the online insertion order below in order to place your advertising order. Step 1: Fill out customer contact info. Step 2: Fill out agency info, if using one. Step 3: Fill out at least one campaign section. Step 4: Read the Advertising Services Agreement. Step 5: Click "I Agree" button to finalize order. Upon receipt of your insertion order, we will email you an invoice for payment and begin to setup your requested campaign(s).
Customer Contact Info:
Company:
Web Site:
Contact:
Email:
Address:
City:
State:
Zip Code:
Country:
Telephone:
Fax:
Agency Contact Info: (Optional)
Company:
Web Site:
Contact:
Email:
Address:
City:
State:
Zip Code:
Country:
Telephone:
Fax:
- Campaign Details -
Campaign Name:
Start Date:
CPM:
Impressions:
Exclusive:	Yes No
Target:
Target Details:

Campaign Name:
Start Date:
CPM:
Impressions:
Exclusive:	Yes No
Target:
Target Details:

Campaign Name:
Start Date:
CPM:
Impressions:
Exclusive:	Yes No
Target:
Target Details:

Campaign Name:
Start Date:
CPM:
Impressions:
Exclusive:	Yes No
Target:
Target Details:

Payment Term:
Invoice To :
Sub - Total:
Agency Discount:	- 15%
Total Due:
Advertising Services Agreement
Top10Links Advertising Services Agreement This Advertising Services Agreement ("Agreement") is entered into today by and between Customer and Kelly Publishing, DBA Top10Links ("Top10Links") regarding Customer's use of the Services (defined below). This Agreement sets forth the entire terms and conditions under which Top10Links makes the Services available to Customer. Section 1.0 - Definitions For purposes of this Agreement the following terms will have the indicated meanings: 1.1 "Above The Fold" means the location of Customer's Banner on a web page, visible to visitors without the need to scroll the browser window. 1.2 "Banner" means the text and graphics of the Customer's Creative visible to the visitor. 1.3 "Campaign" means the details of the Customer's Creative, Banner, Start Date, End Date and Impressions purchased as outlined in the Insertion Order. 1.4 "Click Throughs" means the number of times Customer's Banner has been clicked on according to Top10Links Statistics. 1.5 "Creative" means the files and/or code supplied by Customer in order for Top10Links to create Customer's Banner. 1.6 "Impression" means the number of times a Customer's Banner has been loaded into a visitors browser according to Top10Links Statistics. 1.7 "Insertion Order" means the document containing the details of Customer's Campaign. 1.8 "Services" means the Top10Links advertising services to be provided by Top10Links for Customer under this Agreement, as more fully described below and in Top10Links Insertion Order. 1.9 "Start Date" means the date on which Customer's Campaign begins. 1.10 "Statistics" means the Impression and Click Through data as provided by Top10Links. 1.11 "Term" shall have the meaning indicated in Section 10. Section 2.0 - Provision of Services 2.1 Services. Subject to the terms and conditions of this Agreement, Top10Links shall deliver Customer's Banner, Above The Fold, on Top10Links web pages, as requested by Customer and agreed to by Top10Links in the Top10Links Insertion Order. Top10Links, at its own expense, shall provide all bandwidth, data storage, web server capacity and any other hardware and software required to serve and track total Impressions and Click Throughs of Customer Banners. 2.2 Statistics As a courtesy only, Top10Links shall provide Customer with online Statistics showing the total number of Impressions and Click Throughs. Statistics shall be treated as confidential information as appropriate under the terms of this Agreement, based on the underlying information contained therein. Customer agrees that the total number of Impressions and Click Throughs as displayed in the Statistics are accurate and final. Customer understands and agrees that Top10Links does not guarantee how many, if any, Click Throughs Customer's Campaign will receive. 2.3 Customer Information. Customer agrees to provide certain complete, current and accurate information as required during the submission of all data to Top10Links, including the Insertion Order and credit application and to maintain and update their contact information to keep it complete, current and accurate. 2.4 Nonexclusive Services. Customer understands and agrees that Top10Links will provide the Services on a nonexclusive basis and that Top10Links will continue to provide advertising solutions to other parties that may be competitors to Customer before, during and after Customer's Campaign. 2.5 Campaign Dates Unless specified otherwise on the Insertion Order, the Start Date of Customer's Campaign will be within 48 hours of receipt of payment or in cases where Top10Links has granted credit terms, within 48 hours of receipt of Insertion Order and Creative. Unless specified otherwise on the Insertion Order, the End Date of Customer's Campaign will be the date the purchased number of Impressions, as specified in the Insertion Order, have been served by Top10Links as determined by the Statistics provided to Customer by Top10Links. 2.6 Inventory Availability Top10Links will make all efforts to generate the required number of Impressions to complete Customer's Campaign. Due to variances in traffic, we project, but do not not guarantee, levels of available inventory during your campaign. If Top10Links is unable to deliver the contracted number of Impressions during the time frame of the contract, the billing difference will be credited towards future advertising on Top10Links or refunded. 2.7 Rate Adjustments Top10Links reserves the right to make adjustments to the published rates at anytime. Rates on Insertion Orders are to be considered "requests" and are not guaranteed. Changes to the rate card will not affect campaigns currently running but will affect Campaigns that have not started running. Customer and/or their Agencies understand that all frequency discounts are based on the Customer's/Agency's commitment to fulfilling the frequency indicated in the Insertion Order. If, for any reason, this frequency is not met, Customer/Agency agrees to pay a short rate charge on all Banners delivered. This charge will be equal to the difference between the rate shown in the Insertion Order and the rate earned based on the applicable rate card for the actual frequency completed. 2.8 Public Relations Customer shall not issue a press release or public announcement or otherwise make any disclosure concerning the Insertion Order, this Agreement or the terms hereof, without prior approval by Top10Links. Section 3.0 - Customer's Creative 3.1 Delivery Customer hereby agrees to deliver Creative to Top10Links no less than three business days prior to the Start Date of Campaign. Once Campaign has begun, Customer may change their Creative provided it is sent to Top10Links no less than three business days before Customer wants the changes made. 3.2 Restrictions Customer agrees not to submit to Top10Links any Creative containing, or containing links to, content promoting the use of alcohol, tobacco or illegal substances; nudity, sex, pornography, or adult-oriented content; expletives or inappropriate language; content promoting illegal activity, racism, hate, "spam", mail fraud, pyramid schemes, or investment opportunities or advice not permitted under law. Customer agrees that all Creative is subject to prior approval and Top10Links reserves the right, in its sole discretion and without liability, to reject any Creative for any reason at any time and regardless of whether such Creative was previously accepted or published. Customer hereby understands and agrees to the Banner specifications and restrictions as outlined on Top10Links web site at: http://www.top10links.com/advertise/banners.htm 3.3 License Customer and its Agency, if there is one, each represents that it is the owner or is licensed to use the entire contents and subject matter contained in its Creative, including: the names and/or pictures of persons; any copyrighted material, trademarks, and/or depiction's of trademarked goods or services; any testimonials or endorsements contained in any Creative submitted to Top10Links. Section 4.0 - Cancellation Policy Customers who wish to cancel their Campaign before it has started must notify Top10Links with their intention to cancel at least 2 weeks in advance of their Campaign's Start Date. Customers who wish to cancel after a Campaign has started, must provide 7 days advanced notice before cancellation date and will be short rated on all delivered Impressions from Campaign Start Date to cancellation date. The amount charged will be based on the shorted rate card amount in effect on the date the Campaign was started. The difference can be used for future advertising at Top10Links or refunded to Customer within 30 days. Section 5.0 - Payments 5.1 Minimum Order Customer shall pay Top10Links service fees as set forth and in the amount specified in the Top10Links Insertion Order. All Insertion Orders are subject to a minimum order of no less than $100. Orders submitted for amounts less than $100 may not be processed. 5.2 Terms Customers that have not completed and submitted a credit application are required to provide full payment in advance of the start of their campaign. Customers that have submitted a credit application and been approved for a credit limit equal to or greater than the total on the Insertion Order will be invoiced on or around the first day of the campaign. Full payment is due within thirty (30) days of receipt of invoice by Customer. 5.3 Late Payment Should Customer fail to pay required service fees within 30 days of receiving an email or postal mail invoice at the email or physical address provided by Customer, Top10Links, at its option, reserves the right to cancel Customer's Campaign and terminate this Agreement. Late payments bear interest at the rate of 2% per month, or, if less, the highest rate permitted under law. 5.4 Discounts Top10Links offers a 15% discount to agencies recognized by Top10Links provided agency pays invoice in full and when due. If Customer is an advertising agency, Top10Links shall have the right to hold Customer and its advertiser jointly and severally liable for all payments due to Top10Links under the Insertion Order. 5.5 Taxes Customer shall be responsible for all sales taxes and other similar taxes imposed by any federal, state or local governmental entity on the transactions contemplated by this Agreement, excluding taxes based upon Top10Links net income. When Top10Links has the legal obligation to pay or collect such taxes, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Top10Links with a valid tax exemption certificate authorized by the appropriate taxing authority. 5.6 Payment. All fees quoted and payments made hereunder shall be in U.S. Dollars payable to Kelly Publishing. Customer shall pay all amounts due under this Agreement by mailing a check, made out to Kelly Publishing, to the address Top10Links designates in writing. Section 6.0 - Warranties and Disclaimers Both Top10Links and Customer represent and warrant to the other party that during the Term both parties: (i) have full power and authority to enter into this Agreement, (ii) do not infringe any trade secret or copyright of any person or entity, (iii) will seek all necessary governmental approvals required for its performance under this Agreement, (iv) shall perform all of its obligations under this Agreement in accordance with all applicable, federal, state, and local laws. Top10Links does not warrant that the Services will meet all of Customer's requirements or that performance of the Services will be uninterrupted or error-free. TOP10LINKS MAKES NO OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. Section 7.0 - Limitation of Liability EXCEPT FOR INDEMNIFICATION UNDER SECTION 8, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES INCLUDING DAMAGES FOR LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR LOST OR IMPUTED PROFITS HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE. IN NO EVENT SHALL TOP10LINKS LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE NET AMOUNT TOP10LINKS HAS ACTUALLY RECEIVED FROM CUSTOMER UNDER THIS AGREEMENT. EACH PARTY HEREBY WAIVES ANY CLAIMS THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE REMEDY AND AGREE THIS SECTION REPRESENTS A REASONABLE ALLOCATION OF RISK. Section 8.0 - Indemnification Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys' fees, costs and expenses resulting from (a) the indemnifying party's material breach of any duty, representation, or warranty under this Agreement (b) any infringement of any trade secret, patent, trademark, or copyright (C) violation of any proprietary right and invasion of any privacy rights (D) copying, printing distributing or publishing of any Banner at Top10Links. Section 9.0 - Nondisclosure and Confidential Information Customer shall not disclose any of the terms and conditions of this Agreement to any third party without the express written consent of Top10Links. Neither party shall disclose to any third party the Confidential Information of the other party and shall not use any such Confidential Information for any purpose other than the purpose for which it was originally disclosed to the receiving party. "Confidential Information" means any information of a party disclosed to the other party, which is identified as, or should be reasonably understood to be, confidential to the disclosing party, including, but not limited to this Agreement, Insertion Order, Statistics, know-how, trade secrets, technical processes and formulas, software, customer lists, unpublished financial information, business plans, projections, and marketing data. "Confidential Information" shall not include information that (i) is known to the receiving party at the time it receives Confidential Information; (ii) has become publicly known through no wrongful act of the receiving party; (iii) has been rightfully received by the receiving party from a third party authorized to make such communication without restriction; (iv) has been approved for release by written authorization of the disclosing party; or (v) is required by law to be disclosed. Section 10.0 - Term And Termination The term of this Agreement (the "Term") shall commence on the Effective Date and shall continue in force until Customer's Campaign has completed, unless earlier terminated as provided herein. 10.1 Termination. Either party may suspend performance and/or terminate this Agreement: (a) if the other party materially breaches any term or condition of this Agreement and fails to cure that breach within fifteen (15) days after receiving written notice of the breach; or (b) if the other party becomes insolvent or makes any assignment for the benefit of creditors; or (c) if the other party has a trustee or receiver appointed for its business or assets; or (d) if Customer cancels its Campaign in accordance with the Cancellation Policy as specified in section 4 of this Agreement; or (e) if the Customer fails to pay Top10Links when due. 10.2 Effect of Termination. Upon the termination of this Agreement for any reason (i) all license rights granted herein shall terminate, (ii) Customer shall immediately pay to Top10Links all amounts due and outstanding as of the date of such termination and (iii) each party shall return to the other party, or destroy and certify the destruction of, any and all confidential information of the other party. 10.3 Survival. In the event of any termination or expiration of this Agreement for any reason, Sections 1, 2.4, 2.7, 2.8, 3, 4, 5, 6, 7, 8, 9, 10 and 11 shall survive termination. Neither party shall be liable to the other party for damages of any sort resulting solely from terminating this Agreement in accordance with its terms. 10.4 Extension of Agreement If Customer's Campaign lasts 90 days or longer, and they request within 30 days of the end of their Campaign to extend this Agreement, Top10Links may, at its option, choose to extend this Agreement. Section 11.0 - Miscellaneous 11.1 Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent or partner of the other party. Neither 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. 11.2 Entire Agreement. This Agreement sets forth the entire Agreement between the parties and supersedes prior proposals, agreements, and representations between the parties, whether written or oral, regarding the subject matter contained herein. This Agreement may be changed only by mutual agreement of the parties in writing. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same document. Customer acknowledges that they have read this Agreement, agree to all its terms and conditions. Furthermore, Customer has independently evaluated the desirability of participating in this Agreement and is not relying on any representation, guarantee or statement other than as set forth in this agreement. Customer acknowledges that they are not competitors of Top10Links. Customer agrees that this Agreement will have precedence over any and all terms and conditions specified on any signed or unsigned Insertion Order submitted to Top10Links. 11.3 Assignment. Customer may not assign or otherwise transfer, whether voluntarily or by operator of law, any rights or obligations under this Agreement without the prior written consent of Top10Links. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party. 11.4 Governing Law/Notice. This Agreement shall be construed and interpreted according to the laws of the State of California without reference to conflicts of law provisions. Any dispute or claim arising out of or in connection with this Agreement shall be finally settled by binding arbitration in Santa Clara County, California under the Commercial Rules of the American Arbitration Association by one arbitrator appointed in accordance with said rules. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All written notices between the parties shall be deemed to have been given if personally delivered, sent by courier or certified, registered or express mail, transmitted by electronic mail via the Internet (with copy sent by registered or certified airmail) to the address set forth above (or as otherwise directed in writing). Unless otherwise provided herein, all notices shall be deemed to have been duly given on: (a) the date of receipt (or if delivery is refused, the date of such refusal) if delivered personally, by electronic mail or by courier; or (b) three (3) days after the date of posting if transmitted by mail. 11.5 Waiver/Severability. The waiver by either party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which will remain in full force and effect. 11.6 Force Majeure. Top10Links shall not be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure of its performance under this Agreement arises by reason of any Act of God, or any government or any governmental body, acts of war, the elements, strikes or labor disputes, riots, insurrection, fire, floods, storm, explosions, earthquakes or other cause beyond the reasonable control of Top10Links. By completing the form on this page and clicking the send button below, Customer is entering into this Agreement with Top10Links, and indicating that it agrees to be bound by the Agreement's terms and conditions.
All Insertion Orders Subject To Approval By submitting this insertion order you are signifying your agreement to the terms and conditions as outlined in the above Advertising Services Agreement.

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