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            This Advertising Agreement (this “Agreement”) dated as of the day/date the form was submitted (the “Effective Date”), is entered into by and between Language Learning Market Co., a Delaware Corporation (“Company”), and [Name of Advertiser] (“Advertiser”). Advertiser and Company are referred to individually as a “Party” and collectively as the “Parties”.  The Parties agree as follows:


            WHEREAS, Company is engaged in the business of providing multi-vendor marketplace for educational resources, including advertising services; and 


            WHEREAS, Advertiser desires to purchase advertising services from Company as specified in this Agreement.


            NOW, THEREFORE, the Parties agree to the following terms and conditions:


1.         DEFINITIONS.


(a)            “Advertisement” means the text, possible web link, and/or graphic (GIF or JPEG) file or file of such other format as Company may designate from time to time, supplied by Advertiser to be published by Company on Company’s Web Site and which may contain a link to Advertiser’s web site or to a web site specified by Advertiser.


(b)            Advertising Program” means an Advertiser’s particular selection and purchase of advertising space and services for publication of its Advertisements on Company’s Web Site as specified and set forth in the discussion between the Company and Advertiser after the submission of the Apply to Advertise with language Learning Market form.


(c)            Company’s Web Site” means a collection of HTML documents accessible by the public via the Internet at the Universal Resource Locator (“URL”) on specific domains set forth in the discussion between the Company and Advertiser after the submission of the Apply to Advertise with language Learning Market form, or such other URL as may be designated from time to time in writing by Company.


(d)            Advertiser Submission” means all information and items necessary for Company’s publication of Advertiser’s Advertisements, including initial Advertising Program information, Advertisements, changes and updates to Advertisements, and replacement or new Advertisements.

(e)            Ad Location” means Advertisement will be placed according to the location decided on by Company based on Advertisers requirements and payment received. 


(f)              “Size Of The Ads” means the overall dimensions of the ads as set forth in the discussion after the submission of the Apply to Advertise with Language Learning Market.




(a)            Advertising Services. Company will publish Advertiser’s Advertisements on Company’s Web Site and/or social media according to the level of service selected or as specified in the Advertising Program. Advertiser shall retain all right, title and interest in and to its Advertisements (including the copyright ownership thereof), and Advertiser hereby grants Company a royalty-free worldwide license, without payment or other charge therefor, to use, display, perform, reproduce and distribute the Advertisements, and such other licenses with respect to the Advertisements necessary to fulfill the intention of this Agreement.


(b)            Basis. According to the ad(s) chosen, Advertisements are based on location on Company’s Web Site or based on number of page views or a combination of both. 

(c)            Non-Exclusive Advertiser.  Company will place other advertisements on the Company’s Web Site. These ads will appear in other locations on the Company’s Web Site. 

(d)            No Warranty. Company may at its sole discretion provide reports to Advertiser. Company makes no warranty, express or implied, as to any matter, including, without limitation, the Advertising Program and other services provided hereunder or their accuracy. Company expressly disclaims the warranties of Non-Infringement, Merchantability, and Fitness for any Particular Purpose.




(a)            Submission Deadline. Company must receive all Advertiser Submissions at least ten (10) business days prior to the scheduled date of publication for each relevant Advertisement (“Submission Deadline”).


(b)            Changes and Cancellations. All changes to and/or cancellations of Advertiser Submissions must be made in writing and received by Company prior to the Submission Deadline.


(c)            Rejections. Company may, in its complete discretion, refuse at any time, prior to or during publication, for any reason, to accept any Advertiser Submission and/or to publish any Advertisement. In the event Company exercises such discretion, Company shall refund the applicable pro rata portion of fees paid for advertising services not yet provided minus any labor cost applied to the reviewing and rejecting of the advertisement.

(d)            Delivery. Advertiser shall deliver all Advertisements to Company in their final format in accordance with the current specifications of Advertiser, which may be updated in Company’s sole discretion. Company is not responsible for any corrections to Advertisements and not having correct formatting may delay publishing of Advertisements.


(e)            Marking. Any Advertisements that might be mistaken for Editorial Content must be clearly marked by Advertiser as “advertisement” or include applicable language as required by law. Company reserves the right to require Advertiser to make any applicable disclaimers to any Advertisement in its sole discretion. 


(f)             Own Benefit. Advertisements shall only be those of Advertiser (unless approved in writing by Company) and not advertisements of any third-party. 





(a)            Advertiser Warranty. Advertiser hereby represents and warrants to Company: 


            (i)         No Infringement. Advertiser’s Advertisements do not now, and will not, violate any criminal laws or any rights of any third parties, including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity. 


            (ii)        No Objectionable Content. Advertiser’s Advertisements do not now, and will not, include any material that is: unlawful, harmful, fraudulent, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable, including, without limitation, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international law.


(b)            Indemnification. Advertiser shall indemnify and hold Company, its officers, agents, directors, employees and distributors harmless from and against all actions, claims, damages, costs and expenses (including attorney’s fees) arising out of or with respect to: (i) any breach of the foregoing warranties; or (ii) any other third party claim in connection with Advertiser’s Advertisements.


5.         ADVERTISING PAYMENTS. Advertiser shall pay Company according to the terms set forth in their negotiations after the Advertiser submits the Apply to Advertise with Language Learning Market form .




(a)            Defined. “Confidential Information” will mean: (i) Advertisements, prior to publication, (ii) any Company Web Site statistics, such as number of visitors/unique viewers, page views, etc., which shall be considered Company’s Confidential Information, (iii) any information designated in writing by the disclosing Party as “confidential” or “proprietary” and (iv) any information about the Advertising Payment including payment amount (rate) and payment terms.


(b)            Obligations. During the term of this Agreement and for a period of three (3) years thereafter, neither Party will use or disclose any Confidential Information of the other Party except as specifically contemplated herein. The foregoing restrictions will not apply to information that (i) has been independently developed by the receiving Party, (ii) has become publicly known through no wrongful act of the receiving Party, (iii) has been rightfully received from a third party authorized to make such disclosure, (iv) has been approved for release by the disclosing Party in writing, or (v) is required to be disclosed by a competent legal tribunal.




(a)            Limitation. In no event will Company be liable to Advertiser for any lost profits, lost data, costs of procurement of substitute goods or services, or any form of special, incidental, indirect, consequential or punitive damages of any kind (whether or not foreseeable), whether based on breach of contract, tort (including negligence), product liability or otherwise, even if Company is informed in advance of the possibility of such damages. Company’s total liability under this Agreement is limited to the payments received by Company from Advertiser hereunder for the current term of this Agreement only, without regard to any previous agreements or versions of this Agreement between the Company and the Advertiser.


(b)            Failure of Essential Purpose. The Parties have agreed that the limitations and exclusions of liability specified in this Agreement will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.


(c)            Basis of the Bargain. Advertiser acknowledges that Company has set its rates and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the Parties.




(a)            Term. The term of this Agreement commences on the date the ads are substantially complete and placed on the websites and, unless earlier terminated in accordance with this Section 8 or Section 3, will continue in effect until the end of the applicable advertising run. After such advertising run, prices agreed and charged may be subject to updates and changes and must be agreed to by both Parties in a new agreement or amendment to this Agreement.


(b)            Termination. In the event of a breach by Advertiser of any of its obligations hereunder, Company may terminate this Agreement immediately upon written notice to Advertiser. 


(c)            Effect of Termination


            (i)         Payment Obligations. If this Agreement is terminated by Company for breach by Advertiser, Advertiser shall remain liable for the value of the payments which are due or would otherwise become due and payable under the terms of this Agreement as fully performed. If this Agreement is terminated by Advertiser for breach by Company, Advertiser shall remain liable solely for the value of the payments which are due for advertising services already provided hereunder; provided that the Company shall refund Advertiser any prepaid amounts for services not already provided hereunder within ninety days after termination. 


            (ii)        Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 1 (Definitions), Section 2(c) (No Warranty), Section 3(c) (Rejections), Section 4 (Indemnification), Section 6(Confidentiality), Section 7 (Limitation on Damages), Section 8(c) (Effect of Termination), and Section 9 (General). 


            (iii)       Return of Materials. Upon expiration or termination of this Agreement for any reason, Advertiser will promptly and at the direction of Company either destroy, or return to Company, and will not take or use, all items of any nature that belong to Company or its Advertisers or other customers and all records (in any form, format, or medium) containing or relating to Confidential Information.


9.         GENERAL.


(a)            Assignment. Advertiser may not assign this Agreement in whole or in part, by operation of law or otherwise, without Company’s written consent, and any attempted assignment of this Agreement without such consent will render the Agreement null and void.


(b)            Governing Law. This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.


(c)            Force Majeure. Except for the obligation to pay money, neither Party will be liable to the other Party for any failure or delay in performance caused by reasons beyond such Party’s reasonable control, and such failure or delay will not constitute a breach of this Agreement.


(d)            Notices. Any notices under this Agreement will be sent by confirmed email, confirmed facsimile, nationally-recognized express delivery service, or certified or registered mail, return receipt requested, to the address specified on the cover sheet or such other address as the Party specifies in writing. Notice by confirmed email, confirmed facsimile or express delivery service will be deemed received and effective upon delivery. Notice by certified or registered mail will be deemed received and effective five (5) days after dispatch.


(e)            Waiver. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving Party.


(f)             Severability. If one or more of the provisions contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable statute or rule of law, then such provision will be considered inoperable to the extent of such invalidity, illegality or unenforceability, and the remainder of this Agreement will continue in full force and effect. The Parties hereto agree to replace any such invalid, illegal or unenforceable provision with a new provision that has the most nearly similar permissible economic and legal effect.


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