Advertising Terms & Conditions
This Internet Program Agreement (the “Agreement”), by and between the undersigned (“Advertiser”) and Path Interactive Inc (“Path”) for its own account and acting as an intermediary reseller or representative of third party Internet service providers (each a “ Provider Affiliate”), for good consideration, agree as follows:
1. Definitions & Conditions. Actual Program Expenditure
” Actual Program Expenditure” means the amount of all Visits multiplied by the individual Cost per Visit. For example, if the Program has two Visits and the first Visit costs $1.00 and the second Visit costs $0.50, the Actual Program Expenditure will be $1.50 or ($1.00*1) + ($0.50*1). Actual Program Expenditure does not include any Program Management Fees that may or may not be assessed at the time of the order is placed for one or more Ads.
Actual Start Date: “ Actual Start Date ” shall refer to the actual day that the Advertiser ’ s Program begins running with one or more Publishers.
Actual End Date: “ Actual End Date ” shall refer to the actual day that the Advertiser’s Program has stopped running at all of the Publishers. Advertiser agrees that Path may extend the Actual End Date up to four (4) weeks. Advertiser agrees that the Path may stop a Program before the established Program expiration, with or without cause, upon notice, at which time the Program shall be stopped. Advertiser agrees that although Advertiser may stop a Program once launched – subject to the Cancellation & Refund Policy herein – Path may be unable to stop the Program immediately with all Publishers and Provider Affiliates. Advertiser acknowledges that while Path will make reasonable commercial efforts to promptly stop the Program with Publishers or any Provider Affiliate, its ability to terminate a Program rests solely with the Publisher and such Provider Affiliate.
Ads: “ Ads ” shall refer to one or more advertisements submitted by the Advertiser using the Products and Services, as and to the extent such Ad may be modified as provided herein. Advertiser agrees that Path may, at any time and for any reason, modify the Ads provided by Advertiser to Path or a Provider Affiliate in order to comply with Publisher or Provider Affiliate specifications or for any other reason. Advertiser also agrees that Advertiser ’ modifications to Ads and/or Ad modification requests made by Advertiser to Path once the Program order has been placed, may not be processed in the event Publishers or Provider Affiliates have adopted a policy that such changes are not permitted for Ads once a Program becomes active.
Advertising: “ Advertising ” means the placing of Ads with Publishers and/or Provider Affiliates using the Products and Services.
Program: “ Program ” shall refer to the plan for use of Products and Services in respect of the Advertising for which Advertiser has contracted with Path to place on the Advertiser ’ behalf. A Program shall have a budget, start date, and shall consist of one or more Ads placed at one or more Publishers or Provider Affiliates, each of which shall link through to a destination page. Each Program shall be subject to this Agreement and to such additional applicable terms and conditions of Path or any Publisher or Provider Affiliate in respect of the particular Products and Services comprising the Program.
Program Budget: “ Program Budget ” shall refer to the maximum allowable amount that Advertiser, by agreeing to this Agreement, has given permission to Path to spend on Advertiser ’ behalf for Advertising for a specific Program (not including any Program Management fees, which shall be paid by Advertiser in addition to the Program Budget). Advertiser agrees to pay in full for the Program Budget as provided in the Order and Payment Authorization portion of this Agreement.
Program Credits: “ Program Credits ” shall refer to any financial credits issued to the specific, individual Advertiser responsible for placing the Program order as a result of Programs that have ended, where the final actual amount paid by such individual Advertiser for the Program exceeds the Actual Program Spend. Program Credits are credits to the individual Advertiser user ’ s account and can be applied to future Programs for a period up to one (1) year after they are issued to such individual Advertiser. Path reserves the right to limit the redemption of Program Credits to a one (1) year period. (See Cancellation & Refund Policy below for further terms & conditions regarding the calculation and issuance of Program Credits).
Cost Per Visit: “ Cost Per Visit ” shall refer to the amount Path or a Provider Affiliate charges for each Visit. Advertiser agrees that the Cost per Visit will vary by Publisher and Provider Affiliate as well as many other variables, including but not limited to: (i) the time of day the Ad is clicked; (ii) the number of other advertisers purchasing advertising with Publisher; (iii) the nature of the products & services Advertiser wishes to promote.
Destination Page: “ Destination Page ” shall refer to the web site that users will visit when they click on one of the Advertiser ’ s Ads. Advertiser agrees that Path or a Provider Affiliate will direct all users who click on Advertiser ’ s Ads to a web site owned and operated exclusively by Advertiser. Advertiser hereby gives Path and any Provider Affiliate permission – during the term of the Program – to do one or more of the following for users visiting the Advertiser ’ s Web Site as part of the Program ONLY: (i) substitute Tracking Phone Numbers for the Advertiser ’ web site phone numbers; (ii) substitute Tracking E-Mail forms for the Advertiser ’ web site e-mail addresses; (iii) place click tracking code on pages (URLs) specified by Advertiser; (iv) place a frameset above the Advertiser ’ web site with the Tracking Phone Numbers and Tracking E-Mail form link. Advertiser agrees that users visiting the Advertiser ’ web site other than as a result of the Program will not see any of the above substitutions or modifications. Advertiser agrees that in order for Path to be able to do so, Path or a Provider Affiliate may provide a mirrored version of the Advertiser ’ web site (“Mirrored Site”) and that, in order to do so, Advertiser ’ s web site must be operational, functional, and accessible through the Internet. In addition, Advertiser agrees that, in order for Path to provide the functionality associated with the Mirrored Site, the URL visible above the Mirrored Site to users clicking on the Advertiser ’ Ad will reflect the web site address for the Mirrored Site and NOT that of the Advertiser ’ web site. Advertiser agrees that neither Path nor any Provider Affiliate is in any way responsible for the operation and functionality of the Advertiser ’ web site. Advertiser agrees that all content on the Advertiser ’ existing web site complies with the Advertiser ’ representations herein and otherwise with this Agreement.
Publishers: “ Publishers ” shall refer to one or more online or offline businesses that accept Advertising orders from Path or a Provider Affiliate on behalf of the Advertiser. Advertiser agrees that the selection of Publishers is entirely at Path ’ s or any Provider Affiliate ’ s discretion and may change at any time, even while the Program is active. Advertiser also agrees that Path may allocate some or all of Advertiser ’ s Program Budget on Path ’ s or any Provider Affiliate ’ s web site.
Keywords: “ Keywords ” shall refer to individual words or word phrases that Path or a Provider Affiliate may purchase on behalf of Advertiser to run at various Publishers. Advertiser may specify Keywords to be used in the Program. Advertiser agrees that Path, while it will take all commercially reasonable efforts to promote these Keywords at the Publishers, makes no guarantee – financial or otherwise – that all Keywords will be advertised, particularly if advertising all Keywords will result in the Actual Program Expenditure exceeding the Program Budget. In addition, Advertiser agrees that the rules for displaying Ads when certain Keywords are entered by a user at a Publisher are totally controlled by the Publisher and, as such, Advertiser agrees that neither Path not any Provider Affiliate makes no guarantee – financial or otherwise – about when or where Ads will be displayed when certain Keywords are entered by a user at a Publisher.
Order Date: “ Order Date ” shall refer to the earlier of the Start Date set forth in the Order and Payment Authorization, or the date at which the request for Advertising is submitted to Path by Advertiser whether or not that Advertising order is accompanied by actual payment.
Products & Services: “ Products & Services ” shall refer to the various business categories that the Advertiser has selected to promote, including, among others becoming available by or through Path, Publisher or Provider Affiliate in the future, website development, optimization services, search engine submission, promotional services, links listings, cost-per-click advertising and tile or banner ads. Advertiser agrees that Path, while it will take all reasonable efforts to promote the Products & Services at the Publishers, makes no guarantee – financial or otherwise – that all Products & Services will be advertised, particularly if advertising all Products & Services will result in the Actual Program Spend exceeding the Program Budget.
Target Territories : “ Target Territories ” shall refer to the geographic areas the Advertiser has requested that their Ads be displayed in. Advertiser agrees that Path is not ultimately responsible for the display of Advertiser ’ Ads and, as such, cannot guarantee that the Advertiser ’ Ads will only or primarily be displayed to people in those Target Territories . Advertiser agrees that Publishers may use varying ways to detect where people are from when determining whether to display an Ad, including, but not limited to: (i) IP targeting based on where users are accessing the Internet; (ii) user registration information at the Publisher sites; (iii) explicit geographic search queries made by the user. Accordingly, Advertiser agrees that neither Path nor any Provider Affiliate is in any way responsible for the accuracy of such methods for determining the geographic location of the people viewing Advertiser ’ Ads.
Target Start Date: “ Target Start Date ” shall refer to the day the Advertiser has requested that its Program begin. Advertiser agrees and understands that Path and any Provider Affiliate need to review all Programs prior to placing said Programs at Publishers. In addition, Advertiser agrees and acknowledges that Publishers may take several additional days to distribute the Program through their network and publications. Based on all of the above, Advertiser agrees and acknowledges that neither Path nor any Provider Affiliate shall have any liability hereunder or be deemed in breach hereof if the Actual Start Date is later than the Target Start Date.
Tracking Information: “ Tracking Information ” shall refer to one or more of the following: (i) Phone Number Tracking; (ii) E-Mail Tracking; (iii) Destination Page Tracking. Advertiser agrees that Path, in an effort to provide statistics to Advertiser, may apply certain tracking solutions to the Advertiser ’ Program. Specifically, Advertiser agrees that Path has the right, but not the obligation, to do the following for each Program: (i) Provision Tracking Phone Numbers that will be displayed to the user in lieu of the Advertiser ’ phone number and which will forward to the Advertiser ’ phone number; (ii) Substitute Advertiser ’ e-mail address(es) with e-mail form(s) in order to be able to track e- mails associated with the Program; (iii) Require users to provide registration information in order to print a Advertiser ’ coupon; (iv) Deploy click tracking code to track the pages that users may access as a result of the Program. With regard to the Tracking Phone Numbers and Tracking E-Mail Addresses, Advertiser agrees and understands that Path is not responsible for the original phone numbers and e-mail addresses entered by Advertiser and which the Tracking Phone Numbers and Tracking E-Mails, respectively, will forward to. Furthermore, Advertiser acknowledges that, for local Advertiser phone number, Path will first try to provision a local Tracking Phone Number, but, in the event such a local Tracking Phone Number is not available, Advertiser hereby gives Path and any Provider Affiliate permission to provision a toll free Tracking Phone Number instead.
Visits: “ Visits ” shall refer to the number of times an Ad has been clicked on by someone viewing the Ad. Advertiser agrees that all statistics pertaining to Visits and posted on the Path web site or sent through e-mail while the Program is running are preliminary and subject to change, either by Path or by the Publishers providing said statistics to Path. Advertiser also agrees that, once the Program has ended, all statistics pertaining to Visits and posted on Path or Provider Affiliate web site or sent through e-mail are final and conclusive, and not subject to review or challenge, for all purposes of this Agreement. Advertiser agrees to purchase one or more Products and Services in accordance with the terms of this Agreement, and in accordance with further applicable terms and conditions of Path or any Publisher or Provider Affiliate in respect of such particular Products and Services.
2. General. All rates (including Costs per Visit) are subject to change upon notice. Path reserves the right to refuse or cancel any Advertising, with or without cause, at any time.
3. Term of Advertising Agreement. The term of this Agreement will commence upon the Order Date and will continue until terminated by the Advertiser and in compliance with terms and time frame set forth in paragraph 5, Cancellations & Refund Policy. Advertiser agrees to notify Path in writing regarding its desire to terminate this Agreement.
4. Terms of Payment. Except as expressly set forth in the Order and Payment Authorization, payment for the Program shall be made at the time the Advertising Order is placed with Path. Payment may be made by credit card, by check, or by electronic check. Advertiser represents that it either owns or has been given permission to use the method of payment used to purchase Advertising and that Advertiser, and not Path, shall be responsible for the full amount of any unauthorized or illegal transactions, in addition to any other applicable fees or penalties. If Path elects, in the exercise of its sole discretion, it may agree to accept payment later than the time the Advertising Order is placed. In that event, Path shall submit invoices to Advertiser for payment.
5. Cancellations & Refund Policy. Advertiser will be responsible for the payment of the fees set forth in the Order and Payment Authorization, except in the event Path receives a termination notice from Advertiser later than ten (10) days prior to the last day of any month, then the Products and Services will continue until the end of the following month and Advertiser will be responsible for the payment of fees through the end of the following month. Advertiser understands that this Agreement is non-cancelable by the Advertiser except as expressly provided in the Order and Payment Authorization, and that in the absence of any default or the early termination by Path, all set-up fees shall be non-refundable.
6. Program Estimates. Neither Path nor any Provider Affiliate makes any representations, warranties or guarantees of any kind as to the level of sales, purchases, clicks, sales leads or other performance that Advertiser can expect from the Program. Any estimates provided by Path to Advertiser are not intended to create any binding obligations or to be relied upon by Advertiser. Advertiser acknowledges that no Path personnel are authorized to make estimates that Advertiser may rely on and that Advertiser is not relying upon any such estimate or any such representation, warranties or guarantees.
7. Advertising Information, Materials & Modifications. Advertiser shall provide Path and any Provider Affiliate with true, accurate and current information for all Ads placed with Publishers. Advertiser certifies that it has the legal right to use all information, names, trademarks and search terms it provides or includes in its Ads. Advertiser will provide all materials for the Advertising in accordance with Path ’ s, Publishers and any Provider Affiliate ’ s policies in effect from time to time, including without limitation the manner of transmission and the lead-time prior to publication of any Ad. Advertiser agrees that Path has the right but not the obligation to make modifications to Ads prior to their delivery to Publisher and further understands that, once Ads are delivered to Publisher, Advertiser may be limited in its ability to make further modifications to said Ads. Advertiser hereby grants to Path and any Provider Affiliate a non-exclusive, worldwide, fully paid license to use, perform, reproduce, display, transmit and distribute in accordance herewith the Ads and any derivative works based thereon created by Path hereunder.
8 Publishers. Path and/or any Affiliate Provider shall determine, in the exercise of its/their discretion, which Publishers to use in connection with any Program. Advertiser acknowledges that neither Path nor Provider Affiliate produces, operates or transmits the Internet sites or services on which Ads may appear – with the exception of Path’ s or Provider Affiliate ’ s directories, and that Path and Provider Affiliates act only as a sales representatives or resellers of advertising inventory or listing services for the operators of such Internet sites or services.
9 Positioning. Except as otherwise expressly provided in this Agreement, positioning of Ads on Publisher sites is at the sole discretion of Publisher.
10. No Proof of Advertising. Advertiser understands that neither Path nor any Provider Affiliate is under any obligation to prove the existence of, and may not in any case be able to provide any samples of, your Ads in the context of any Publisher ’ s web site or any directory.
11. Statistics & Reporting. Unless specified otherwise in this Agreement, neither Path nor any Provider Affiliate makes any guarantee with respect to usage, visit, or cost per visit statistics for any Ads. Advertiser acknowledges that any such statistics provided by Path or a Provider Affiliate shall be conclusive and binding on Advertiser for all purposes of this Agreement and not subject to review or challenge by Advertiser for any reason.
12. No Assignment or Resale of Ad Space. Advertiser may not resell, assign or transfer any of its rights hereunder. Any attempt by Advertiser to resell, assign or transfer such rights shall result in immediate and automatic termination of this Agreement, without liability to Path or any Provider Affiliate.
13. Right to Reject Ads. All contents of Ads are subject to Path ’ s and any Provider Affiliate ’ s approval. Path and any such Provider Affiliate reserve the right to reject or cancel any Ad, Agreement, URL link, or Publisher position commitment, at any time, for any reason whatsoever (including belief by Path, Publisher of any Provider Affiliate that any placement thereof may subject any of them to criminal or civil liability). This right to refuse a listing does not constitute endorsement of any Ad that is accepted by Path or Provider Affiliate, nor does it constitute a warranty that Path or a Provider Affiliate will continue to run an Ad once accepted. Neither Path nor any Provider Affiliate has any obligation to inspect Ads or to reject Ads that it inspects regardless of anything relating to those Ads.
14. Advertiser’s Representations; Indemnification. Advertiser represents and warrants to Path and any Provider Affiliate that Advertiser holds all necessary rights to permit the use of the Advertising for the purposes contemplated under this Agreement; and that the use, reproduction, distribution, transmission or display of the Ads, any data regarding users, and any material to which users can link, or any products or services made available to users, through the Ads will not (a) violate any criminal laws or any rights of any third parties or (b) contain any material that is unlawful or otherwise objectionable, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Advertiser agrees to indemnify, defend and hold Path and any Provider Affiliate harmless from and against any and all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to (i) breach (or alleged breach) of any of the foregoing representations and warranties, or (ii) any third party claim arising out of or in connection with use of or access to the Advertising or any material to which users can link, or any products or services made available to users, through the Advertising or to which the Advertising relates. Further, you agree to indemnify and hold Path and any Provider Affiliate, and their respective subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of the content of any Advertising you submit, post, transmit or make available as part of the Program, your use of the Products and Services, your connection to such Products and Services, your violation of this Agreement, or your violation of any rights of any other party.
15. Confidentiality. “Confidential Information” shall mean (i) Ads, prior to publication, (ii) the Agreement and any Path statistics which shall be deemed Confidential Information, and/or (iii) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as “confidential” or “proprietary.” During the term of this Agreement, and for a period of two years following any Official End Date, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (i) has been independently developed by the receiving party without access to the other party’s Confidential Information; (ii) has become publicly known through no breach of this Section 17 by the receiving party; (iii) has been rightfully received from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the disclosing party; or (v) is required to be disclosed by a competent legal or governmental authority.
16. Press Releases. Path shall be permitted to identify Advertiser as a Path client and may use Advertiser’s name in connection with Path’s marketing materials. Subject to the prior approval of each party, Path may elect to issue a joint press release announcing the Advertiser ’ s marketing partnership with Path, which approval shall not be unreasonably withheld.
17. Termination. Path may immediately terminate the Program, with or without cause of any type or nature, upon notice to Advertiser. Termination of the Program may mean (a) disqualification from all offerings within the Product and Services, (b) deletion of Advertiser ’ s password and all related information, files and content associated with or inside Advertiser ’ s account (or any part thereof), and (c) barring further use of the Products and Services. Except as expressly provided in this Agreement, neither Path not any Provider Affiliate shall be liable to Advertiser or any third-party for any termination of Advertiser ’ s Program or access to the Products and Services. All provisions of this Agreement that by their sense or nature should survive termination of this Agreement (including without limitation all limits of liability, indemnity obligations, and confidentiality obligations and any provisions that state that they survive) shall so survive. Further without limiting the generality of the foregoing, in the event of any termination, Advertiser shall remain liable for any amount due under this Agreement for Advertising actually delivered by Path as part of the Program. Upon termination, at the request of the disclosing party, the receiving party shall immediately return all of the disclosing party’s Confidential Information to the disclosing party.
18. LIMITATION OF LIABILITY. ADVERTISER EXPRESSLY UNDERSTANDS AND AGREES THAT NETHER PATH NOR ANY PROVIDER AFFILIATE SHALL BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PATH OR ANY PROVIDER AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), REGARDLESS OF THE CAUSE OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PATH NOT ANY PROVIDER AFFILIATE SHALL HAVE ANY LIABILITY FOR DAMAGES RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE PRODUCTS AND SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PRODUCTS AND SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY IN CONNECTION WITH THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PRODUCTS AND SERVICE COMPRISING THE PROGRAM OR THIS AGREEMENT. IN NO EVENT SHALL PATH ’ S OPR ANY PROVIDER AFFILIATE ’ S AGGREGATE LIABILITY UNDER THIS AGREEMENT ARISING OUT OF OR IN CONNECTION WITH ANY PROGGRAM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNT ACTUALLY RECEIVED BY PATH OR SAID PROVIDER AFFILIATE FROM ADVERTISER FOR SUCH PROGRAM. In the event that Path or any Provider Affiliate fails to publish an Ad in accordance with this Agreement, or in the event that Path or such Provider Affiliate fails to spend, on behalf of the Advertiser, the full Program Budget by the Actual End Date, or in the event of any other failure, technical or otherwise of such Advertising, the sole liability of Path or any Provider Affiliate and the exclusive remedy of Advertiser shall be limited to, at Path ’ s sole discretion, the issuance of a Program Credit pursuant to Section 1. In no event shall Path or Provider Affiliate be liable for any act or omission, or any event directly or indirectly resulting from any act or omission, of any third party. Without limiting the foregoing, neither Path not any Provider Affiliate shall have any liability for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the control of Path or such Provider Affiliate. Advertiser acknowledges that Path has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
19. Waiver and Severability of Terms. The failure of Path to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision to the extent possible under applicable law, and the other provisions of this Agreement remain in full force and effect.
20. Transferability. In addition to the restrictions set forth in Section 13, Advertiser shall not assign, delegate or otherwise transfer any of its rights, obligations or duties of performance hereunder, and any purported assignment, delegation or other transfer in violation of this Section 21 shall be null and void. Path may assign, delegate or otherwise transfer any of its rights, obligations or duties of performance hereunder upon notice to Advertiser in connection with any assignment, license or other transfer of any Path assets relating to the Service or any rights therein.
21. Statute of Limitations. Advertiser agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Program or the use of the Products and Service or this Agreement, must be filed within one (1) year after such claim or cause of action arose or be forever barred; provided that this Section 22 shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.
22. Headings. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
23. Destination Pages. Path or an Affiliate Provider may provide Advertiser with a web site ( “ Destination Page ” ) as part of the Product and Services. While Path or such Provider Affiliate will take reasonable measures to ensure that the Destination Page is generally accessible through the Internet, Path does not warrant that Destination Page will be able to be accessed (i) through all Internet browsers or (ii) through every device that can access the Internet. Nor does Path warrant that the Destination Page will be accessible 24 hours a day and 7 days a week, whether or not the Path or a Provider Affiliate is hosting the Destination Page on its own servers or contracting with another business entity to provide the hosting services for the Destination Page. Neither Path not any Provider Affiliate will have no liability in connection with any failure of availability or usability of any Destination Page or other any Internet site.
24. Limitations on Liability. Advertiser acknowledges and agrees that the provisions of this Agreement that limit liability, disclaim warranties, or exclude consequential damages or other damages or remedies are essential terms of this Agreement that are fundamental to the parties ’ understanding regarding allocation of risk. Accordingly, such provisions shall be severable and independent of any other provisions of this Agreement and shall be enforced regardless of any breach hereof or other occurrence or condition relating in any way to this Agreement or the Products and Services. Without limiting the generality of the foregoing, Advertiser agrees that all limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies shall remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause any exclusive remedy under this Agreement to fail of its essential purpose.
25. Notices. Any notice required to be given under this Agreement must be given in writing by personal delivery or by registered or certified mail, return receipt requested, or by an overnight courier service of national reputation, and will be effective on receipt when delivered to the party at the address stated herein or to such other address as such party may designate by written notice in accordance with the provisions herein.
26. Review. Advertiser acknowledges that Advertiser has read this Agreement, understands it and agrees to be bound by its terms and conditions. In the event any agent or representative of Advertiser executes this Agreement on behalf of the Advertiser, the agent or representative represents that he/she has full authority to enter this Agreement on behalf of Advertiser.
27. Governing Law and Venue. This Agreement shall be governed and construed under the laws of the State of New York , with respect to agreements made and to be fully performed within said State. In the event of a default hereunder, Publisher shall be authorized to seek and enter judgment against Advertiser in any court of competent jurisdiction, and Advertiser agrees that the federal and state courts located in the State of New York, Borough of Manhattan, shall be the appropriate jurisdiction for the resolution of any and all disputes between or among the parties hereunder.