270 Legal [Sample Agreements]

DIGITLORDsm WEBSITE LEASE AGREEMENT

This Website Lease Agreement (“Agreement”) is entered into effective as of March1, 2007, by and between Bank of Internet USA, a federal savings bank (“Tenant”) and. CWI, Inc., a Kentucky Corporation (“Digitlord”).

Recitals

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Agreement

Digitlord and Tenant therefore agree as follows:

1. Leased Domain Space.

a. Amount and Location. Tenant shall have the right, subject to Digitlord’s approval of Tenant’s Graphic Presentations, to place on the Leased Domain Space Tenant’s Graphic Presentations pertaining to its business. The location of the Leased Domain Space on the Websites shall be determined by Digitlord. From time to time during the Term (as defined in Paragraph 2, below), Digitlord and Tenant shall agree in writing (which may be by letter, memorandum, facsimile or email) on the size, amount, location, graphics, artwork and design that the Graphic Presentations shall occupy within the Leased Domain Space (collectively, such terms are referred to as the “Specifications”). Digitlord reserves the right to object to the use of Leased Domain Space for any Graphic Presentations by Tenant that Digitlord does not consider appropriate for the Websites; provided, however, that if Digitlord objects to any Graphic Presentation by Tenant, Digitlord shall notify Tenant in writing of such objection, specifying the basis for such objections, and thereafter Digitlord and Tenant shall mutually work to promptly resolve any such differences so as to arrive at a Graphic Presentation that is reasonably mutually acceptable to the parties. Tenant acknowledges and agrees that all of Tenant’s Graphic Presentation on the Websites shall be subject to the prior approval of Digitlord and the other applicable terms of this Agreement.

b. Other Promotion. Digitlord may promote Tenant products at Digitlord’s expense in Digitlord’s in-store promotional material, publications or mailers as Digitlord deems appropriate. Digitlord may solicit business for Tenant through in-store promotional material and any publication, mailer, stuffer or discount offers or promotions that Digitlord deems appropriate, subject to the terms of this Agreement. All such promotional material shall comply with all applicable governmental banking laws, rules and regulations (“Banking Laws”) and Tenant shall assist Digitlord in insuring such compliance. Upon Digitlord’s request, Tenant shall review Digitlord’s promotional material and advise whether such material complies with applicable Banking Laws. Digitlord will request Tenant approval for any reference to Tenant rates and fees in any print, website or vocal promotions.

c. Graphics and Artwork. During the Term, Tenant shall provide at Tenant’s expense, all text, graphics and artwork for Tenant’s Graphic Presentations. Alternatively, Digitlord may build Graphic Presentations at its expense for Tenant. Should Digitlord request or require the use of any specific graphics, text, content or design on the Website for any purpose or reason, such requested or required material shall be subject to approval by Tenant. Digitlord, upon mutual agreement between Digitlord and Tenant, may replace and modify Tenant’s Graphic Presentations occupying the Leased Domain Space from time to time, subject to mutual agreement on the new Specifications.

d. Availability. Digitlord shall keep the Website operating and accessible by persons resident in the Untied States on a 24 hours per day, 365 days per year basis, subject to generally accepted standards for a professionally-managed website and subject to suspensions of access for normal maintenance and software updates and reasons beyond Digitlord’s reasonable control.

e. Ownership of Graphic Presentations. All of Tenant’s Graphic Presentations appearing in Leased Domain Space on the Website and constituting part of the Specifications shall be and shall remain at all times the property of Tenant, free and clear of any claim by Digitlord. Tenant may remove any of its Graphic Presentations from the Leased Domain Space at any time without the consent of Digitlord; provided, however, that if at any time Digitlord does not provide Tenant with direct access, Digitlord shall timely make or cause to be made on behalf of Tenant and at Digitlord’s expense such removal of the Graphic Presentations as Tenant shall request. Tenant represents and warrants that Tenant’s Graphic Presentations, when designed or approved by Tenant and the presence thereof on Digitlord’s Website, shall not infringe upon the intellectual property or proprietary rights of any third parties. Tenant shall defend or settle, at its sole cost and expense, any and all suits, claims, demands and/or causes of action, for or arising from any infringement or alleged infringement of any proprietary, intellectual property or other right of any third party arising out of the use by Digitlord of Tenant’s Graphic Presentation on the Website, and shall indemnify and save Digitlord harmless from and against all claims, damages, liabilities, losses and/or expenses, including reasonable attorneys’ fees, on account of such infringement.

Digitlord shall defend or settle, at its sole cost and expense, any and all suits, claims, demands and/or causes of action, for or arising from any claim that Digitilord’s Website content, except for the defined Tenant Graphic Presentation and the presence thereof on Digitlord’s Website, infringes any proprietary, intellectual property or other right of any third party, and shall indemnify and save Tenant harmless from and against all claims, damages, liabilities, losses and/or expenses, including reasonable attorneys’ fees, on account of such infringement.
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