RSS LINKING AGREEMENT
  


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TRADINGEDUCATION.COM LINKING AGREEMENT

This Agreement is made by and between TradingEducation.com, LLC (“TradingEducation”) and _________________ (“Content Partner”).   TradingEducation and Content Partner agree to the following terms and conditions:

  1. Parties’ Basic Obligations; License Granted

a. TradingEducation, publisher of TraderEducation.com, subject to the terms and conditions of this Agreement, grants to Content Partner, and Content Partner hereby accepts from TradingEducation, a worldwide, nontransferable, non-assignable, and nonexclusive right and license to publish daily market commentaries and links ("Content") on Content Partner’s Web Site, www.ForexHound.com. The Content will be delivered by TradingEducation to Content Partner through the XML code that TradingEducation provides (“the Code”).

b. TradingEducation will supply Content Partner with headlines, full articles, URLs and a brief editorial byline within the Code.

  1. Ownership. Content Partner shall own any and all of the data relating to users of its Web Site. TradingEducation shall own any and all of the data relating to users of TradingEducation properties, including print and electronic publications, and its suite of web sites. Each party will retain all of its respective rights, title and interest to all of its intellectual property, including but not limited to trademarks and copyrights associated with its content.

     
  2. Term and Termination. This Agreement will become effective on the date Content Partner installs the Code or upon execution of this Agreement, whichever occurs first, and will continue in effect until terminated.  This Agreement may be terminated by either party at any time and for any reason. Upon termination of this Agreement by either party and regardless of the reason, Content Partner shall immediately remove or cause to be removed the Code and all Content, links and associations of TradingEducation from its Web Site.

  3. Modification. Content Partner may not modify the Code or Content without prior written consent from a duly authorized representative of TradingEducation.

  4. Warranties/Limitation of Liability. TradingEducation provides the Content and Code "as is" with no warranties. SPECIFICALLY, CONTENT PARTNER ACKNOWLEDGES THAT TRADINGEDUCATION MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL TRADINGEDUCATION BE LIABLE TO CONTENT PARTNER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS AND LOSS OF BUSINESS, EVEN IF CONTENT PARTNER HAS BEEN PREVIOUSLY NOTIFIED OF THE POSSIBILITY OF THE SAME.

  5. Independent Contractor. The parties are independent contractors, and no agency, partnership, joint venture or employment relationship is intended or created by this Agreement.
  6. Governing Law. This Agreement shall be governed, interpreted and construed in accordance with the decisional laws of the State of Florida.  The parties each agree to submit to the jurisdiction of the courts of the State of Florida in connection with any dispute or litigation arising out of or relating to this Agreement, and they further agree that the exclusive venue for bringing and maintaining any action arising out of or relating to this Agreement shall be in Hillsborough County, Florida or federal court for the Middle District of Florida, Tampa Division. The parties waive any defense, whether asserted by motion or pleading, that Hillsborough County, Florida, or the Middle District of Florida, Tampa Division, is an improper or inconvenient venue. 

  7. Assignment. This Agreement shall not be assigned in whole or in part by the Content Partner.  This Agreement is binding on, and inures to the benefit of, TradingEducation’s assignees and successors. 

  8. Force Majeure. Neither party will be deemed in default or breach for any delay or failure in the performance of any obligation of this Agreement to the extent that any such failure or delay is caused by acts of God, fire, explosions, labor disputes, accidents, war, terrorism, civil disturbances, material shortages, any delay, failure, interruption or corruption of data or other communications systems breakdowns or failure of the Internet, hardware or software failures, or other similar causes beyond its reasonable control; provided, however, that, if such a condition should arise, the party whose performance is affected by such condition shall use its commercially reasonable efforts to resume performance within a commercially reasonable time.

  9. Indemnification. TradingEducation agrees to indemnify, defend and hold Content Partner, its successors, officers, directors, employees harmless from any and all actions, cause of action, claims, demands, liabilities, reasonable attorney's and damages arising out of or in connection with any claim relating to the Content provided by TradingEducation. The foregoing obligations are conditioned on Content Partner (i) giving TradingEducation prompt written notice of the relevant claim, (ii) cooperating with TradingEducation, at Content Partner’s expense, in the defense of such claim, and (iii) giving TradingEducation the right to control the defense and settlement of any such claim.

  10. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto as to the matters set forth herein and supersedes all prior agreements and understandings, oral and written, between the parties hereto or otherwise with respect to the subject matter hereof. No change, amendment, termination or attempted waiver of any of the provisions hereof shall be binding upon any party hereto unless set forth in an instrument in writing signed by the party to be bound. The parties acknowledge and agree that they entered into this Agreement based solely upon the terms contained within this Agreement and without relying upon any oral or written inducements, statements or representations by either that are not set forth in this Agreement


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SIGNATURE PAGE TO TRADINGEDUCATION.COM LINKING AGREEMENT

            The parties have executed this Agreement as of the date(s) noted below.



TRADINGEDUCATION:

TRADINGEDUCATION.COM, LLC, a Florida limited Liability Company

By: _________________________________
Lane J. Mendelsohn, Publisher

Date: _______________________________

Address:

5807 Old Pasco Road
Wesley Chapel, Florida 33544
Facsimile: (813)751-1688


CONTENT PARTNER:

By: ________________________________


Date: _________________________________

Address:

___________________________________

___________________________________

Facsimile:  (___­_) ____________________

THIS AGREEMENT IS A SAMPLE, NOT VALID FOR EXECUTION