Exhibit 10.1
ADVERTISING AGREEMENT
BETWEEN
KROSSBOW HOLDING CORP
AND
CARBON BULL
This Advertising Agreement ("Agreement") is effective as of February 10, 2010
(the "Effective Date"), and is by and between KROSSBOW HOLDING CORP., a Nevada
corporation ("Buyer") and CARBON BULL, INC., a Australian corporation ("CB").
1. PURPOSE. CARBON BULL provides Carbon Companies with web based Advertising as
well as sells subscriptions to its subscribers ("Subscribers"). Buyer offers
capital and resources to infuse companies seeking to offset there carbon
emissions with the development strategies, advising and financial support needed
to rapidly introduce innovative products and services (the "Buyer Services"). In
conjunction with the Carbon Bull services, a persistent window is displayed to
Subscribers while connected to the Carbon Bull Services.
2. BUYER'S DELIVERY OBLIGATIONS. Buyer shall provide advertising creative and
related materials to Carbon Bull within two (90) business days from the
Effective Date of this Agreement.
3. SERVICE AGREEMENT. Carbon Bull shall deliver a total of 6 months of
advertisement space.
4. DATA. Carbon Bull shall provide to Buyer a list the URL's with the most
visits by Subscribers occurred during each calendar month during the Term. Such
list shall be provided in CD-ROM format within seven (7) days after the end of
the applicable month. Additionally, CarbonBull shall provide to Buyer the
Subscriber tracking data (which shall not include Subscriber usernames, email
addresses or any personally identifiable information) collected by CarbonBull
for the twenty-four (24) hour periods as follows: the first period to be on or
about seven days after the Effective Date, and subsequent periods on or about
the seventh day of each month during the Term. Such data shall be unformatted
and provided electronically or on other media to be mutually agreed upon by the
parties. All information provided under this Section shall be considered Carbon
Bull Confidential Information, PROVIDED, that Buyer shall have the right to use
such data for Buyer's internal business purposes.
5. PAYMENT. In consideration of the advertisement, impressions and data provided
hereunder, Buyer shall pay Carbon Bull a total of $1,000.00 (One thousand,
dollars)
6. TERM. The term of this Agreement (the "Term") will begin on the Effective
Date and will continue until January, 1 2011 or such earlier date on which
Carbon Bull has delivered the Impressions hereunder and has provided Buyer with
the applicable data set forth in Section 4.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
Their duly authorized representatives.
KROSSBOW HOLDING CORP. CARBONBULL CORP
By: /s/ Xxxxx Xxxxx By: /s/
Name: Xxxxx Xxxxx Name:
Title: President Title:
Date: 2/10/2010 Date: 2/10/2010
TERMS AND CONDITIONS
1. PAYMENT. Carbon Bull shall provide to Buyer on a monthly basis within fifteen
(15) days following the last day of the month a report indicating the number of
Impressions delivered during such month and the applicable amounts due. Buyer
shall make the applicable payment within thirty (30) days after receipt of such
report. All payments shall be made in U.S. dollars. Buyer shall pay, and
indemnify and hold CarbonBull harmless against, all sales, use, excise,
value-added or similar tax, fee or duty not based on CarbonBull's net income,
including any penalties and interest, as well as any costs associated with the
collection or withholding thereof, levied on any of the activities conducted or
payments made by Buyer hereunder.
2. REPORTING AND AUDIT RIGHTS. CarbonBull track, by independently verifiable
means, the Impressions delivered during the Term. CarbonBull shall provide Buyer
with a monthly written report within ten (10) days after the end of each
calendar month stating the number of Impressions delivered for such month.
CarbonBull shall keep, maintain and preserve for at least one (1) year following
termination or expiration of the Term, accurate records relating to the delivery
of Impressions during the Term. During the Term and the six (6) month period
following expiration or termination of the Term, Buyer shall have the right, at
its expense, to audit such records for the purpose of verifying CarbonBull
reports. Audits shall be made upon not less than five (5) days' prior written
notice and during regular business hours. CarbonBull shall promptly deliver any
underdelivered Impressions as revealed by any audit hereunder.
3. LICENSE OF BUYER MATERIALS. Buyer hereby grants to CarbonBull a
non-exclusive, on-transferable, royalty-free license to use, reproduce, display,
transmit, and redistribute Buyer's and Buyer's companies' advertising creative
and related materials ("Buyer Materials") during the Term solely in furtherance
of CarbonBull performance under this Agreement. The foregoing license shall
terminate automatically upon the expiration of the Term or other termination of
this Agreement.
5. DISCLAIMER. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 4 ABOVE,
EACH PARTY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING
BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER
PARTY MAKES ANY WARRANTIES WITH RESPECT TO ITS SERVICES.
6. LIABILITY LIMITATIONS. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR (I) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
ARISING FROM SUCH PARTY'S PERFORMANCE OR NON-PERFORMANCE UNDER ANY PROVISION
OFTHIS AGREEMENT OR THE PROVISION OF SUCH PARTY'S SERVICES (INCLUDING SUCH
DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE
OR ANTICIPATED PROFITS OR LOST BUSINESS, (II) THE COST OR PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR (III) ANY AMOUNT IN EXCESS OF THE
AMOUNT PAID OR PAYABLE BY BUYER TO CARBONBULL DURING THE TERM. NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THIS SECTION SHALL NOT LIMIT EITHER
PARTY'S LIABILITY TO THE OTHER FOR WILLFUL AND MALICIOUS MISCONDUCT, BREACH OF
CONFIDENTIALITY OBLIGATIONS, OR FULFILLMENT OF ANY INDEMNIFICATION OBLIGATIONS
HEREUNDER.
a. CONFIDENTIAL INFORMATION DEFINED. As used in this Agreement, the term
"Confidential Information" shall mean: (i) all information relating to the
disclosing party's business, including, without limitation, computer programs,
technical drawings, algorithms, names and expertise of employees and
consultants, know-how, processes, trade secrets, inventions (whether patentable
or not) and other technical, business, financial, customer and product
development plans, Subscriber information, forecasts, strategies and
information; and (ii) other information relating to either party that is not
generally known to the public. Notwithstanding the foregoing, the term
"Confidential Information" specifically excludes (a) information that is in the
public domain or enters the public domain through no action or default of the
receiving party; (b) information that is known to the receiving party without
restriction, prior to receipt from the disclosing party from its own independent
sources as evidenced by the receiving party's written records; (c) information
that the receiving party receives from a third party known by the receiving
party to have a legal right to transmit such information, and not under any
obligation of confidentiality; and (d) information that the receiving party can
establish, through written records created in the normal course of the receiving
party's business, was independently developed by the receiving party's employees
or agents without any use of or reference to the disclosing party's Confidential
Information. All Subscriber information received from CarbonBull shall be deemed
CarbonBull Confidential Information.
d. SCOPE OF AGREEMENT. Unless otherwise agreed to in writing by CarbonBull,
this Agreement applies to the CarbonBull Services in the United States only and
excludes non-English speaking and other custom or non-standard versions of The
CarbonBull or the CarbonBull Service.
e. NOTICES. All notices required to be given under this Agreement must be
given in writing and delivered either by hand, certified mail, return receipt
requested, postage pre-paid, or Federal Express or other commercial overnight
delivery service with tracking capabilities, all delivery charges prepaid, and
addressed to the applicable party's address set forth in this Agreement or such
other address as to which the party has notified the other party in accordance
with this paragraph. Notice shall be deemed effective upon receipt, provided,
however, that notice sent by mail shall be deemed received three (3) days after
deposit in the U.S. mails unless received sooner. Notices shall be to the
attention of the person executing this Agreement, and if such notice is being
provided to CarbonBull, with a copy to CarbonBull General Counsel.
h. RELATIONSHIP OF PARTIES. CarbonBull and Buyer are independent
contractors under this Agreement. Neither party has authority to enter into
agreements of any kind on behalf of the other.
