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Linking Agreement

This is an Agreement between Lighthouse Media Solutions (“LMS”), and “Linking Party,” the individual or entity who agrees and accepts the following terms and conditions of this Agreement.

 

  1. DEFINITIONS
  1. “Linking Party” means the responsible party of the website linking to LMS and its affiliated brands.
  2. LMS Website” means the websites lhmediasolutions.com, newenglandboating.com, newenglandliving.tv, ssliving.com, capecodmagazine.com, hinghammag.com, falmouthmag.com, homeremodelingmag.com, southernneweddings.com, southernnehome.com.

 

  1. LICENSE GRANT AND RESTRICTIONS
  1. LMS hereby grants to Linking Party a nonexclusive, nontransferable, royalty-free, personal right to link to any URL(s) owned by LMS solely for the purpose of linking.
  2. All rights not expressly granted herein are reserved by LMS. The license granted herein is personal to Linking Party, and such Linking Party shall not assign, transfer, or sublicense this Agreement (or any right granted herein) in any manner without the prior written consent of LMS.

 

  1. OWNERSHIP, IDENTIFICATION & USE
  1. Linking Party acknowledges that LMS retains all right, title, and interest in and to the “LMS and associated brands” trademarks and all associated goodwill. Linking Party represents and warrants that it will use the LMS Materials solely as provided in this Agreement, and will not use the LMS Materials in any manner that will diminish or otherwise damage LMS’s goodwill in the LMS Materials. Linking Party agrees that all use of the LMS Materials will inure to the benefit of LMS. Linking Party shall promptly notify LMS of any suspected infringement of or challenge to the LMS Materials. LMS shall have the sole right to, and in its sole discretion may commence, prosecute, or defend, and control any action concerning the LMS Materials.
  2. As between LMS and Linking Party, all right, title and interest in and to all trademarks, copyrights, design, look and feel, including without limitation the “LMS” trademark, content, graphics and other materials of any type appearing on or in the LMS Websites and all technology related thereto (the “LMS Materials”) are owned by Lighthouse Media Solutions and subsidiaries.

 

  1. QUALITY CONTROL
  1. Linking Party agrees to maintain the quality of the Linking Party Website such that its content and activities conducted on such website remain current, in good taste, compliant with all applicable laws, rules and regulations and appropriate for users of LMS Websites. Linking Party will not violate or infringe any right of any third party in connection with the operation of the Linking Party Website.

 

  1. UPDATES AND CONTACT FROM LMS
  1. From time to time, LMS may modify and its’ subsidiaries, update or otherwise change URL’s and/or the content and the way it is displayed on its website without prior notice to Linking Party.

 

  1. INDEMNIFICATION FROM LINKING PARTY
  1. Linking Party agrees to indemnify, defend (at LMS’s option) and hold LMS and its affiliates, and their respective officers, directors, agents and employees, harmless from and against any and all liability, damages, losses, expenses (including attorneys’ fees and expenses and allocable costs of in-house counsel), claims, demands, suits, fines or judgments, and costs and expenses incidental thereto, which may be suffered by, accrued against, charged to or recoverable from LMS or any of its affiliates, or any of their respective officers, directors, agents or employees, arising out of or resulting from: (i) a claim that the Linking Party Website, or any other materials (tangible or intangible) provided by Linking Party to LMS and subsidiaries hereunder or any portion or use thereof, infringes or misappropriates any patent, copyright, trade secret, trademark or other proprietary right; or (ii) claims regarding the performance, nonperformance, or defect in performance of the Linking Party Website or items found on or through such website, or any statement, misstatement, representation or misrepresentation made by Linking Party.

 

  1. LIMITATION OF LIABILITY
  1. IN NO EVENT WILL LMS BE LIABLE FOR ANY INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE LMS WEBSITE WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LMS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LMS WILL BE LIABLE TO LINKING PARTY ONLY FOR ACTUAL DIRECT DAMAGES UP TO US$1,000.00.

 

  1. DISCLAIMER OF WARRANTY
  1. LMS’S WEBSITE AND LMS MATERIALS ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND. LMS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, OR FITNESS FOR PARTICULAR PURPOSE OR (II) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. LMS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, CURRENTNESS OR TIMELINESS OF THE CONTENT, SERVICES, TEXT, GRAPHICS, LINKS, OR COMMUNICATIONS PROVIDED ON OR THROUGH USE OF THE LMS WEBSITE OR LMS. LMS DOES NOT MAKE ANY WARRANTY THAT THE CONTENT CONTAINED ON THE LMS WEBSITE SATISFIES GOVERNMENT REGULATIONS REQUIRING DISCLOSURE OF INFORMATION ON PRESCRIPTION DRUG PRODUCTS.

 

  1. TERM AND TERMINATION
  1. This Agreement shall be effective until terminated in accordance to Section 9 subject to Section 9(b) below. LMS may terminate this Agreement immediately upon written notice if the other party has failed to perform or abide by any of its obligations under this Agreement unless such default or breach has been cured within fifteen (15) days after receipt of such notice.
  2. LMS may, in its absolute discretion, immediately terminate this Agreement if it determines that Linking Party or Linking Party’s Website would or would tend to: (i) violate or infringe the copyright, trademark or other rights of third parties, or any other law, court order, governmental regulation or other ruling of any governmental agency or entity; (ii) subject LMS to any liability; or (iii) jeopardize LMS’s ability to protect its rights or its property in the manner it deems appropriate.
  3. In the event this Agreement is terminated, Linking Party must immediately cease all use thereof and cease all linking to the LMS Website. The provisions of Sections 3, 5, 6, 7, 8(c), 9 and 10 shall survive any expiration or termination of this Agreement.

 

  1. NOTICES
  1. All notices in connection with this Agreement shall be addressed as stated below and shall be deemed given on the day they are: (i) deposited in the U.S.A. mails, postage prepaid, certified or registered, return receipt requested; or (ii) sent by air express courier, charges prepaid or (iii) email at djensen@lhmediasolutions.com

 

  1. GENERAL
  1. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and shall supersede and merge all prior and contemporaneous communications. LMS reserves the right to modify the terms and conditions of this Agreement in its sole discretion at any time by posting a revised version or by otherwise making such revised terms available for review to Linking Party. Any such modifications will supersede all prior versions after the revised version has been posted or otherwise made available as described above and shall be effective upon publication date. The continued Linking to the LMS Website after posting or availability constitutes Linking Party’s agreement to the revision, and LMS shall not be obligated to provide a notice under Section 10 for such revision to be effective.
  2. Governing Law. This Agreement will be governed by the laws of the State of Illinois. The parties agree that the exclusive jurisdiction and venue for any action relating to this Agreement will be in state court sitting in Lake County, Illinois, or federal court in Chicago, Illinois. The parties hereby consent to such jurisdiction and venue.
  3. No Entitlement. Linking Party is not entitled to share in and has no claim to any subscription, advertising or other revenues LMS may realize in connection with the LMS Website.
  4. Equitable Relief. Linking Party acknowledges that a breach by it of this Agreement may cause LMS irreparable damage that cannot be remedied in monetary damages in an action of law. In the event of any breach that could cause irreparable harm to LMS, or cause some impairment or dilution of its reputation, LMS shall be entitled to an immediate injunction, in addition to any other legal or equitable remedies.
  5. Miscellaneous. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither this Agreement, nor any terms and conditions contained herein, shall be construed as creating a partnership, joint venture or agency relationship or as granting a franchise. If either party employs attorneys to enforce any rights arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and other expenses.
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