CityAds.net Club - Terms of Use

CityAds.net Network Affiliate Agreement

This Network Affiliate Agreement ("NAA") is between Rich Media Worldwide, a Delaware limited liability company with principal offices at 1521 Alton Road, Suite 824, Miami Beach, FL 33139 (herein referred to as "RMW") and AFFILIATE. RMW and AFFILIATE may also be referred to individually as "the party" or collectively as "the parties."

RMW hereby recognizes AFFILIATE as a network affiliate of the CityAds.net Online Video Advertising Network ("CityAds"). As an CityAds affiliate, AFFILIATE agrees to incorporate and or offer the following RMW online technology products making them available to all visitors of its website(s):

CityAds Online Advertising Billboards ("OAB") - OAB modules, when requested, communicate with the CityAds Ad Dispatcher which selects advertising to render and display in the module.
White-labeled Online Community Classified Marketplace ("OCM") - A proprietary technology, developed by RMW, to establish and operate an online community marketplace where listings may be posted for free for, among others, the purchase and sale of goods and services as well as for; jobs, community events, personal ads, etc., and such postings may be entered and searched within on either a local, regional or national basis serviced by the World Wide Web.

I. As its commitment to this agreement RMW agrees to the following:

OPERATION: RMW agrees to manage all systems and software operations required to operate the CityAds, OAB and OCM. All CityAds services shall be accessible via the World Wide Web portion of the Internet twenty-four (24) hours per day and seven (7) days per week.
SERVICE COMMITMENT IS 24/7 except as may reasonably be required, in the sole discretion of RMW, for scheduled maintenance, and for any non-scheduled required repairs or as may be due to any loss or interruption of these services due to causes beyond the control of RMW or which are not reasonably foreseeable by RMW, including, but not limited to, interruption, slow-down or failure of telecommunication links, power supply or any other unforeseen business interruption affecting the System.
RMW will provide both advertisers and advertiser’s representatives (i.e., Ad Agencies) the following services:

1. CityAds Billboards (OAB) Video ads that will show a rich media creative banner, a click to watch video and a click through to the advertiser’s web site or offering within the Affiliate online market place.
2. CityAds Adbuilder – An online creative tool used to assemble Rich media and video ads.
3. CityAds Creative Library – A data base of creative elements that are used in creating Ads.
4. CityAds Online Video Encoding – Online software that compresses video and makes it internet broadcast ready.
RMW will provide AFFILIATE 24/7 password protected access to a real-time advertising report resulting from all OAB views created on AFFILIATE websites as well as AFFILIATES OCM, if applicable.
RMW represents and warrants that, to its knowledge, the access to and use of the CityAds technologies for their intended purposes shall not infringe upon the United States patent, copyright, trademark or trade secret rights of any third party and that RMW has the right to grant this Agreement.

II. As its commitment to this agreement AFFILIATE agrees to the following:

AFFILIATE agrees to participate as an CityAds local network affiliate and as such understands that this relationship is non-exclusive and affiliate will be part of a group of other CityAds website affiliates in its market.
AFFILIATE AGREES TO PLACE A MINIMUM OF ONE (1) OAB on each of Affiliate’s CityAds registered websites where advertising appears.
1. AFFILIATE further agrees, as advertising demand increases within the CityAds Network, to increase the number of OAB to a minimum of one (1) OAB per page of its respective online properties where advertising appears. AFFILIATE will be provided the ability to reject ads for any reasons using the password protected administrative tools section of cityads.com.
2. AFFILIATE agrees to make a reasonable effort to insure that a minimum of fifty percent (50%) of the CityAds OAB are placed "above the fold" in the immediate viewable area of AFFILIATES website when using a common Internet browser (i.e., IE, Firefox, Safari, etc).
If applicable, AFFILLIATE agrees, at its sole cost and expense, to make reasonable efforts to engage in an initial launch campaign and subsequent ongoing marketing activities in relation to its’ offering of the OCM white-labeled marketplace to its audience.

III. In their commitment to this agreement the Parties agree to the following:

The Parties acknowledge that revenues will be generated from advertising placed and viewed within both the CityAds and the white-labeled classified marketplace through any one or a combination of industry accepted means including but not limited to Cost Per Click ("CPC") and Cost Per Thousand ("CPM") impression methodology. The Parties further acknowledge that the CityAds and the OCM can accommodate all forms of traditional online advertising (i.e., banners, rich media, etc) as well as video ads from regional and national companies and advertising agencies. Further:
1. RMW’s patented File Server Direct Connect (FSDC) technology and related systems will be the only applicable methodology for the tracking of ad performance and as basis for payments for any and all advertising revenues paid under this agreement.
2. In the case of CPM advertisements: only those CityAds ads that are rendered on AFFILIATES website and appear in the viewable area of the site visitor’s browser window will be recorded, tracked and credited for pay-out to AFFILIATE.
RMW retains the exclusive right to sell online advertising within the CityAds network and OCM and to sell online advertising to any advertiser in any category of business.
This agreement is in effect for a minimum of one (1) year of execution/online registration and will renew automatically for up to two (2) years. Either RMW or AFFILIATE may terminate this Agreement after one year (1) year from the execution date by providing the other party a minimum of ninety (90) days prior written notice.
COMPENSATION: CityAds advertising compensation to AFFILIATE will be based exclusively on sales from CityAds OAB cost per view and cost per click ads that appear on OAB within AFFILIATE website pages and within AFFILIATE’s OCM.

1. OAB advertising compensation (for ads that appear on AFFILIATE’s website(s) and affiliate’s optional OCM): AFFILIATE will be compensated in the amount of 50% of the Net CityAds sales that are collected per quarter by RMW. Net CityAds net sales is defined as the gross selling price of a specific advertisement less (if any) advertising agency/sales commissions. Production fees for the actual ad will be charged directly to the client and will not be included in the net ad sale calculation.

a) OAB promotional advertisements: From time to time, promotional or non-revenue ads will appear within AFFILIATE’s OAB placed within its website(s). Neither AFFILIATE, nor RMW shall receive compensation from such promotional ads; however, AFFILAITE shall receive credits towards CityAds promotional advertising inventory provided based on the following terms:
i. For every two promotional (non-revenue) advertisements displayed on any CityAds OAB located within any of AFFILIATE’s websites, RMW will broadcast or display one of AFFILIATE’s video, or other such advertisements on other CityAds affiliated web sites for free.
ii. AFFILIATE may employ the CityAds Adbuilder to create promotional ads, or upload custom ads created by AFFILIATE (ads may contain rich media including video).

2. AFFILIATE may run their own advertising without charge on OAB’s placed on AFFILIATE’s websites and AFFILIATE’s optional OCM. AFFILIATE’s ads will display on every third ad display within any OAB’s placed on AFFILIATE’s websites and AFFILIATE’s option OCM.

3. AFFILIATE will receive quarterly payments in arrears from all monies collected from the prior business quarter and in the amount outlined in the compensation information defined above.
LIMITED WARRANTY: RMW represents and warrants that, to its knowledge, as of the Effective Date, the access to and use of the CityAds and OCM technologies for their intended purposes shall not infringe upon the United States patent, copyright, trademark or trade secret rights of any third party and that RMW has the right to grant this Agreement.
F. Terms of this agreement may be changed at any time by RMW with written notice (via email) to AFFILIATE.

IN WITNESS WHEREOF, this Agreement is effective as of the date of online registration and online acceptance of this agreement.