R2R MERCHANT TERMS AND CONDITIONS

This Website Advertising Contract (the “Agreement”) is made and entered into by and between R2R Real Estate LLC, an Illinois limited liability company (“R2R”) and the undersigned (the “Merchant”).RESPONSIBILITIES OF R2R.  R2R is the owner of the website R2RRealEstate.com (the “R2R Website”).  R2R agrees to display the Merchant’s advertisement in accordance with the terms and conditions of this Agreement.  

RESPONSIBILITIES OF MERCHANT

The Merchant is solely responsible for supplying the advertisement to R2R that will be displayed on the R2R Website.  The Advertisement must meet the specifications described in Section 3 and may include company name, email address, and website address that links to the Merhant’s website (the “Link”).  R2R will not provide any custom design services to the Vendor.  R2R is not obligated to accept any changes to the Advertisement after the Start Date.

ADVERTISEMENT SIZES AND SPECIFICATIONS 

The Advertisement must meet the following specifications for a Banner Ad:

Option 1 banner ad size: 347 pixels (wide) x 260 pixels (height)

Option 2 banner ad size:  250 pixels (wide) x 250 pixels (height) on home page

Option 3 banner ad size: 250 pixels (wide) x 250 pixels (height) on internal page

Option 4 banner ad size: 347 pixels (wide) x 260 pixels (height)

TERM AND CANCELLATION

This Agreement shall be effective from the date that the Advertisement is displayed on the R2R Website (the “Start Date”), and shall continue in effect until 1 (one) year after the Start Date.  This Agreement shall renew after one year if mutually agreed upon at least thirty (30) days’ prior to the renewal date.  This Agreement may be cancelled at any time, provided, however, that if this Agreement is terminated after the Start Date, any advertising fees paid or payable to R2R shall not be refunded or waived.  R2R may terminate this Agreement upon thirty (30) days’ written notice without cause and upon such termination shall refund advertisement fees paid by the Advertiser, prorated for the time in which the Advertisement was displayed on the R2R Website.  

PAYMENT

Payment rates listed below for Advertisement.

The Merchant must pay the total amount set forth above in full for the entire term of this Agreement immediately upon request.  Negotiated lead fees for Option 4 advertising must be paid upon generation of each individual lead.  Conversion of the lead is NOT implied in this agreement.  All payments must be in the form of a check payable to “R2R Real Estate LLC,” cash, or directly via PayPal. 

RIGHT TO REFUSE UNACCEPTABLE ADVERTISING

R2R reserves the right to refuse any Advertisement that does not completely confirm to every detail, instruction, method and guideline.  R2R will not accept advertising from companies that produce, sell or specifically advertise pornographic products or services or any other advertising which may be considered inappropriate in the judgment of R2R, in its sole discretion.  If it is discovered that Vendor has failed to disclose any involvement contrary to the intent of this provision, then this Agreement shall be immediately terminable by R2R and any remaining dollar amount representing any unused advertising shall be forfeited.

FEDERAL FAIR HOUSING ACT

All advertising on the R2R Website is subject to the federal fair housing act of 1968, as amended, which makes it illegal to advertise “any preference, limitation or discrimination based on race, color, religion, sex, handicap, familial status or national origin, or an intention to make any such preference, limitation or discrimination.”  This R2R Website will not knowingly accept any advertisement for real estate which is in violation of the law.  This Agreement shall be considered null and void if it is discovered that Advertiser has violated this law, in R2R’s sole determination, and any remaining dollar amount representing any unused advertising shall be forfeited.

TRUTH IN ADVERTISING / INDEMNIFICATION FOR LIABILITY

Vendor is solely responsible for any legal liability arising out of or relating to (1) the Advertisement, and/or (2) any material to which users can link through the Advertisement.  Vendor represents and warrants that the Advertisement and Link comply with R2R’s advertising standards and specifications; and that it holds the necessary rights to permit the use of the Advertisement and Link by R2R for the purpose of this Agreement; and that the use, reproduction, distribution, or transmission of the Advertisement will not violate any criminal laws or any rights of any third parties, including, but not limited to, such violation as 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 antidiscrimination law or regulation, or any other right of any person or entity.  Vendor agrees to indemnify R2R and to hold R2R harmless from any and all liability, loss, damages, claims, or causes of action, including reasonable legal fees and expenses that may be incurred by R2R, arising our of or related to Merchant’s breach of any of the foregoing representations and warranties.  

LIMITATION OF LIABILITY

R2R is not responsible or liable for misinformation, typographical errors, omissions, or defects in printing, nor does R2R have any liability whatsoever by reason of error which it may be responsible in any Advertisement.  R2R shall not be liable to the Vendor for any technical malfunction, computer error or loss of data or other injury, damage or disruption to advertisements or web sites or the service.

HOLD HARMLESS

The Merchant agrees to hold R2R and/or its assignees harmless for the content of its Advertisement.  Merchant further agrees to indemnify R2R from any and all claims and/or damages arising from its Advertisement.

LIMITATION ON DAMAGES:  IN NO EVENT WILL R2R BE LIABLE OR HELD RESPONSIBLE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT R2R HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Illinois.

ASSIGNMENT

Vendor may not assign this Agreement, in whole or in part, without R2R’s consent, which may be withheld for any reason or no reason.  Any attempt to assign this Agreement without such consent will be null and void.

ENTIRE AGREEMENT

This Agreement and any and all exhibits and attachments are the complete and entire agreement between the parties with respect to the subject matter hereof, superceding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter.  This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

The representations and warranties in this Agreement shall survive the termination of this Agreement.

SEVERABILITY

In the event that any one or more of the provisions of this Agreement shall be determined to be void or unenforceable by a court of competent jurisdiction, or by law, such determination will not render this Agreement invalid or unenforceable and the remaining provisions hereof shall remain in full force and effect.

COUNTERPARTS

This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original.