INCITY HOTSPOTS.COM Agreement for Internet Advertising Services Terms and Conditions This Agreement for Internet Advertising Services (the Agreement) is made and effective the [TODAYS DATE]_______________ BETWEEN:  InCityHotSpots.com, a company organized and existing under the laws of the State of Texas, with its head office located at: 3948 Ridge Trail Brownsville, TX 78520 AND: [YOUR COMPANY]___________________________________ (the Customer) In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows: RECITALS InCityHotSpots.com owns and operates an Internet Site located at InCityHotSpots.com. InCityHotSpots.com contains graphical and text-based descriptions of advertised sites along with a hypertext link to the advertised site. When the hypertext link is selected by the party accessing the site (User), a new window is opened and the User is transported to the URL for the advertised site. The Customer owns and operates an Internet Site (the Advertised Site). ADVERTISING MATERIALS The Customer agrees to submit to InCityHotSpots.com, on the day of acceptance of this Agreement, advertising materials to be used by InCityHotSpots.com which shall meet its Uniform Advertising Specifications set forth and described in the InCityHotSpots.com media guide. InCityHotSpots.com has the right and option to approve, in its absolute discretion, the content of any advertising material that the Customer submits if InCityHotSpots.com finds that it does not meet its Uniform Advertising Specification, if it is objectionable to InCityHotSpots.com in any way, if it contains false or misleading information, if it contains any illegal information, if it contains any vulgar or pornographic items, or for any other reason, in InCityHotSpots.com sole discretion. If the InCityHotSpots.com rejects any adverting material that the Customer submitted, InCityHotSpots.com will notify the Customer. Even after InCityHotSpots.com accepts the advertising, the InCityHotSpots.com has the right to remove it if it does not function correctly or for any of the reasons described above. InCityHotSpots.com placing the advertising on its page does not signify its approval or waiver of the right to object to it in the future. InCityHotSpots.com has the right to terminate this Agreement if InCityHotSpots.com removes or fail to approve any materials that the Customer submits in which case any prepaid advertising fee shall be returned to Customer. The Customer will not have any damages or other remedies, in law or in equity against InCityHotSpots.com for failing to place or removing any advertising except for the return of any unused prepaid advertising fees. The Customer may periodically make changes to its advertising material which the InCityHotSpots.com must also approve. InCityHotSpots.com will charge a fee at its standard fee schedule rate for changing to the Customer advertising materials on InCityHotSpots.com site. The Customer will provide the InCityHotSpots.com with changed materials that Customer desires publish. InCityHotSpots.com will use its reasonable efforts to make the changes that Customer submits within 2 business days after InCityHotSpots.com approve the same. SERVICES TO BE PROVIDED InCityHotSpots.com does not guarantee any given amount of Impressions to Customer's page as a result of its advertising services unless a separate Impression Guarantee Addendum has been executed by both parties hereto. InCityHotSpots.com will use reasonable efforts to make its Advertising Site available for display through the World Wide Web. InCityHotSpots.com is not responsible for periodic downtime for maintenance, backup, acts of God, and other circumstances beyond its control or which are a normal part of the Internet business. InCityHotSpots.com will not place links to the Customer's website or website content in newsgroups, message boards, unsolicited email and other types of spam, chat rooms, guest books, IRC channels or through similar Internet resources. InCityHotSpots.com will be held accountable for any monetary damages suffered by the Customer, sustained through contravention of this Agreement. This will include, but not limit to punitive damages related to lost clients and brand deterioration. InCityHotSpots.com shall be responsible for tracking Impressions to the Customer site through the advertisements that are included on its site. InCityHotSpots.com will report this information via Email on a monthly basis. The Customer will agree to treat this information as confidential. The Customer may use it for its internal business and marketing planning, but may not disclose it to third parties without an advanced written consent. PLACEMENT OF THE ADVERTISING InCityHotSpots.com reserves onto its own discretion all decisions and matters concerning placement of Customer's advertisement on pages of InCityHotSpots.com Site, software solutions, hardware configurations and selection, system components, categories of advertising, search engine results and search parameters and other operational and administrative matters pertaining to the construction and operation of InCityHotSpots.com Site. COMPENSATION In consideration of its advertising services, the Customer agrees to pay the advertising fees set forth on the fee schedule as published in the InCityHotSpots.com Media Guide. The Customer will also pay any sales and other taxes based upon the fees set forth therein. Advertising fees will be paid monthly, in advance, on or before the first day of the monthly billing cycle during the term hereof. InCityHotSpots.com will charge interest and service charges on monthly accounts that are delinquent at the maximum rates allowable by law. The Customer will be responsible for all collection costs and attorney fees if it is necessary to pursue collection efforts to collect on an account. InCityHotSpots.com reserves the right to suspend advertising services until Customer's account is brought current. InCityHotSpots.com has the right to terminate this Agreement if any advertising fee is delinquent. PROPRIETARY RIGHTS InCityHotSpots.com will retain all proprietary rights in and to its respective sites and other proprietary materials such as copyrights, trademarks, trade secrets, patents and confidential information. InCityHotSpots.com does not grant the other any rights in and to such proprietary material except that the Customer hereby grants the InCityHotSpots.com a non-exclusive license to use the advertising material provided, including its trademarks and copyrights, and the right to hyperlink to Customer's site from its site during the term of this Agreement. Upon termination of this Agreement, InCityHotSpots.com agrees to remove the hyperlink and the advertising materials provided from its site within a reasonable time. REPRESENTATIONS AND WARRANTIES The Customer represents and warrants that the advertising provided is not false and misleading, does not contain any untrue, defamatory, harmful, abusive, vulgar or obscene materials, is in compliance with all applicable laws, does not infringe upon the rights of any other party, including but not limited to copyrights, trademarks, privacy rights, moral rights, trade secrets, patents and any other rights. The Customer also warrants and represents that it has the unrestrictive and exclusive right to use all such materials. InCityHotSpots.com makes no warranties that the advertising contained on Stroke-Network.com Site will be free from errors or defects or that the use of the hypertext link or access to its site will be uninterrupted. INCITYHOTSPOTS.COM SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ON THE RIGHTS OF THIRD PARTIES. IN NO EVENT SHALL THE INCITYHOTSPOTS.COM BE LIABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SALES OR PROFIT, LOST DATA, BUSINESS INTERRUPTION OR ATTORNEYS' FEES), EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY. INDEMNIFICATION The Customer will indemnify and hold InCityHotSpots.com harmless from and against any claims, suits, threats, demands, settlements, actions, causes of action, liabilities, obligations and all other matters, including but not limited to court costs, attorney fees, witness fees, settlement fees, and all other direct and indirect expenses and losses that may occur arising from the breach of any of the representations and warranties that the Customer has made to InCityHotSpots.com and otherwise arising directly or indirectly from the placement of its advertising materials on the InCityHotSpots.com Site. FORCE MAJEURE InCityHotSpots.com will not be responsible for any failure or delay in performance hereunder that is directly or indirectly related to acts of God, storm, natural disaster, act of terrorism, utility outages or interruptions, system transmission failure, server failure, strike, lockout, or any other situation which is beyond its control. TERMINATION The Customer may terminate this Agreement, with or without cause, by giving 2 days advance notice of its intent to terminate. InCityHotSpots.com reserves the right to terminate this Agreement for any reason, with or without cause, upon 2 days written notice to Customer. ENTIRE AGREEMENT This Agreement and the Exhibits hereto constitute the entire agreement and understanding between the parties with respect to the subject matter hereof. It supersedes and replaces all previous discussions, negotiations, and understandings between the parties. This Agreement may only be amended by a written amendment signed by authorized representative of both of the companies. ASSIGNMENT The Customer is not permitted to assign its rights or responsibilities hereunder. If any dispute or lawsuit between the parties arises relative to this Agreement, the prevailing party will be entitled to an award of reasonable attorney fees and costs. NOTICES All notices called for herein shall be to the parties at the addresses contained in this Agreement and shall be by certified mail or email with return receipt requested or by reputable national overnight delivery service, such as Federal Express. GOVERNING LAW This Agreement shall be interpreted under the laws of the State of Texas. Any and all legal actions relative hereto shall be in the courts of Texas.   ADDITIONAL   All material used for advertising by business must be owned and have sole rights as to not committing any copyright infringement. If credit/debit card is declined at time of monthly due date, advertising section will be suspended. Full Payment of First Month must be paid in order for InCityHotSpots.com to create and publish business section. Business agrees to term length period of contract. If Business wishes to terminate contract, Business must pay $150.00 penalty fee for cancellation.   Must follow instructions as to when updates will take place and must be submitted by due date. If not submitted by due date, they will have to wait until next update period. Photos taken by InCityHotSpot.coms remain property of InCityHotSpots.com and should not be used for personal promotion. InCityHotSpots.com does have the right to tag or watermark photos with InCityHotSpots.com  logo. Videos taken by InCityHotSpots.com remain property of InCityHotSpots.com and should not be used for personal promotion. InCityHotSpots.com does have the right to tag or watermark videos with InCityHotSpots.com  logo. If website malfunctions or crashes, InCityHotSpots.com will not be held responsible for any lost damages to sales, advertising, or marketing or any other sort of lost revenue associated with the business.