Exhibit 99(h)
FIRSTCDP, INC. INTERNET ADVERTISING AND COMMISSION CONTRACT
PARTIES: Pursuant to this binding agreement entered into this 15th day of July,
2002, FIRSTCDP, INC., dba xxx.xxxxxxxxx.xxx ("FIRSTCDP"), and Advertiser, also
known as NETSTAR2000, INC., dba xxx.xxxxxxxxxx.xxx, Advertiser shall pay to
FIRSTCDP $1,500.00 for a bundle of 150,000 ad impressions pursuant to this
Advertising Contract.
DEFINITIONS:
Advertising Space means one Advertisement, stored on the FIRSTCDP Internet Web
server, with a defined start Date.
Advertisement means the graphic file supplied by an Advertiser which can be
selected by a user as a Link.
Link means a request for information from a server other than the FIRSTCDP
Internet Web server located at FIRSTCDP'S offices.
Slot means an HTML page which may include a FIRSTCDP Internet Web server located
at FIRSTCDP's offices.
Slot means an HTML page which may include a FIRSTCDP Internet Advertising Space
and the Sponsor's Advertisement.
Start Date means the first day the FIRSTCDP Internet Web server will display the
Advertisement.
FIRSTCDP's Web server means a server computer of FIRSTCDP that users may access
via the Internet.
Usage Statistics means a set of numbers compiled by FIRSTCDP and reported on a
periodic basis to Advertiser (if requested), for the purpose of assessing a
value, and for estimating future rates.
COMMISSIONS: Advertiser will pay to FIRSTCDP on a monthly basis ten percent
(10%) of the gross sale proceeds resulting from all sales by Advertiser to users
of FIRSTCDP's website who "click through" to Advertiser's website.
PAYMENT: FIRSTCDP reserves the right to hold Advertiser and its authorized
advertising agent jointly and severally liable for any and all amounts owed.
RIGHT TO REFUSE UNACCEPTABLE ADVERTISING: FIRSTCDP reserves the right, in its
sole discretion, to refuse any advertisement sponsorship banner. FIRSTCDP
reserves the right to refuse any advertisement graphic that does not arrive 10
days before the Advertiser would like the banner to be produced online. FIRSTCDP
does not accept advertising from companies that produce or provide tobacco,
alcohol, or pornographic products or services (FIRSTCDP shall have complete
discretion to define), or their subsidiaries, or foundations funded by such
companies whose function is to improve acceptance of such products by the
public. This Agreement is voidable by FIRSTCDP immediately if Advertiser fails
to disclose (or conceals or misrepresents) any involvement with tobacco,
alcohol, or pornographic products or services. In addition, FIRSTCDP may in its
complete discretion refuse the use of any other advertising that it deems
inappropriate.
USAGE STATISTICS: FIRSTCDP MAKES NO GUARANTEE THAT USAGE STATISTICS WILL BE
EQUAL TO ANY PUBLISHED NUMBERS AT ANY GIVEN TIME. FIRSTCDP SHALL NOT BE HELD
LIABLE FOR ANY CLAIMS AS THEY RELATE TO SAID USAGE STATISTICS. FIRSTCDP PROVIDES
ADVERTISERS WITH USAGE STATISTICS ONLY AS A COURTESY TO THE ADVERTISERS.
- 1 -
TRUTH IN ADVERTISING/INDEMNIFICATION FOR LIABILITY: Advertiser 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. Advertiser represents and warrants that the Advertisement and
Link comply with FIRSTCDP's advertising standards; and that it holds the
necessary rights to permit the use of the Advertisement and Link by FIRSTCDP 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 violations 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 anti-discrimination law or regulation, or any other right of
any person or entity. Advertiser agrees to indemnify FIRSTCDP and to hold
FIRSTCDP harmless from any and all liability, loss, damages, claims, or causes
of action, including reasonable legal fees and expenses that may be incurred by
FIRSTCDP, arising out of or related to Advertiser's breach of any of the
foregoing representations and warranties.
LIMITATION ON DAMAGES: IN NO EVENT WILL FIRSTCDP BE LIABLE TO ADVERTISER FOR ANY
SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT FIRSTCDP
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
ASSIGNMENT: Advertiser may not assign this agreement, in whole or in part,
without FIRSTCDP's written consent. Any attempt to assign this Agreement without
such consent will be null and void.
GOVERNING LAW: This Agreement will be governed by and construed in accordance
with the laws of the State of Nevada.
ENTIRE AGREEMENT: This Agreement and any and all addenda, exhibits and
attachments are the complete and exclusive agreement between the parties with
respect to the subject matter hereof, superseding and replacing any and all
prior agreements, communications, and understandings (both written and oral)
regarding such subject matter. The terms and conditions of this Agreement will
prevail over any contrary or inconsistent terms in any purchase order. This
Agreement may only be modified, or any rights under it waived, by a written
document executed by both parties.
FIRSTCDP, INC.
By: /s/ Xxxxxxxx X. Xxxxxxxxx
------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx
Title: President
NETSTAR2000, INC.
By: /s/ Xxxxxx Xxxxxxxxxx
------------------------------
Name: Xxxxxx Xxxxxxxxxx
Title: Authorized Signatory
- 2 -
