NONE: Re: ONLINE-ADS>> "the contract doesn't mean what it says" (Petry)
Re: ONLINE-ADS>> "the contract doesn't mean what it says" (Petry)
Mark J. Welch, Esq. (markwelch_at_ca-probate.com)
Mon, 27 Jan 1997 16:04:18 -0800
I have now received TWO emails and TWO other communications
from web site administrators who say that representatives of Petry
have assured them that despite the wording of the written contract,
sites may sell ads on other web pages at their site if the pages are not
registered with the Petry Network (http://www.petrynetwork.com).
THIS IS BULLSHIT - DON'T SIGN!
Damn it, these are binding legal agreements you are signing.
Why do you think they demand that you mail or fax a signed
copy? It's because they plan to enforce the agreement as written!
(No, I don't think Petry plans to screw over web sites: they hope
to sell your space, and they hope that everyone will make a lot
of money, and maybe everyone will -- but if things go sour, this
agreement permits things to get very, very sour indeed.)
Andy Bourland has kindly posted a copy of the Petry contract
at http://www.bourland.com/petry/ and I must quote from
paragraph 2(b)(ii):
> "during the Term, [Web Site Affiliate] shall not * * *
> (b) enter into an agreement with any other [Network] of
> internet websites for the sale of advertising therein and
> thereon and which agreement contemplates, authorizes
> or permits the sale by said Network of any of Web Site
> Affiliate's advertising space or segments on the internet
This last phrase does NOT limit its scope to the
"Advertising Availabilities," which is the term of art used
to identify the web pages registered with Petry. You are
instantly in breach of this clause if you have a contract
with any other ad network for any other web pages, even
for web sites completely unrelated to the content you
have registered with Petry. (It does appear that you
retain the right to sell ads directly to non-network
advertisers, for pages that are not registered with Petry,
but I have not reviewed all clauses of the contract to
confirm this.)
No matter what, you cannot sell ad space on ANY pages
you have registered with Petry (the "Advertising
Availabilities") until 12 months AFTER you give them
written notice that you want to withdraw from the
Petry Network, unless they give you a written waiver
permitting you to do so.
Paragraph 9 provides:
> This Agreement shall not be waived, modified or
> assigned except by a written consent to that effect
> signed by Web Site Affiliate and Petry.
This means that any oral representations (and probably
email) will NOT serve to alter the terms of the contract.
If Petry agrees to modify the contract to address all the
problems, then fine, sign the MODIFIED contract and
register some individual pages. But if they ask you sign
the contract as written, subject to their verbal assurances
that the contract really does not mean what it says, be
prepared to be laughed out of court in any later dispute: the
law generally does not permit you to introduce evidence of
"extrinsic" statements that contradict the written contract you
signed.
One webmaster wrote:
>Just some more info for you about Petry. I too thought
> their agreement was very restrictive, so I asked. It only
> applies to the pages you sign up for, not your whole site.
> Still, that would be a tough decision to lock up one of
> your pages. I'm going to try it on a single page just to
> see what's up. I'll let you know.
Another webmaster wrote:
> I have also recieved "email assurances" that the contract doesn't
> mean what it seems to mean. I questioned a number of things on
> the contract and I always get something to the effect " yea it
> sounds that way but don't worry about it, just keep doing what
> your doing and fax in the signed contract". In my last email I
> asked them to send me a modified contract confirming our
> email discussions and that I would then sign it. I have heard
> nothing back since that last suggestion. I guess they don't
> want it in writing. :-)
THIS IS NOT LEGAL ADVICE. READ ANY WRITTEN
CONTRACT CAREFULLY AND IF YOU ARE UNCERTAIN
IF ITS MEANING, HIRE AN ATTORNEY TO ADVISE YOU.
___________________
Mark J. Welch (510) 847-2026 http://www.ca-probate.com/
Web Ad Networks & Brokers: http://www.ca-probate.com/comm_net.htm
Banner Ad Server Software: http://www.ca-probate.com/ad_sw.htm
Public Service Banner Ads: http://www.ca-probate.com/psa_bann.htm
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