Click Hunts Network, LLC. (“ClickHunts”) and the company named above
(“Advertiser”) hereby agree as follows:
A. TERMS AND CONDITIONS
The terms and conditions contained in this Master Service Agreement (“Agreement”) govern Advertiser’s use of ClickHunts’s online advertising network (“Network”) of marketing affiliates (“Affiliates”) to distribute advertisements within the U.S. that promote Advertiser’s products, services, or websites (“Advertiser Campaign” or “Advertiser Campaigns”) as more particularly set out in the Insertion Orders (“IOs”). This Agreement supersedes and replaces any and all prior agreements entered into by and between ClickHunts and the Advertiser and shall govern all existing IOs previously executed by Click Hunts and Advertiser relating to use of the Network as well as any such IOs hereinafter signed by the parties. All such IOs are incorporated into this Agreement by this reference. The Network and Guarantor (as defined below) acknowledge and agree that performance of the IO and all of the payment and performance obligations of the Network and the Advertiser arising under this Agreement, including being liable for payment arising under this Agreement and/or the IO or any other campaigns arising from this Agreement, are personally guaranteed by the individual or Guarantor in the event the Advertiser company does not fulfill the terms of this Agreement.
B. CREATION AND DISTRIBUTION OF ADVERTISER CONTENT
1. ClickHunts will make Advertiser content related the Advertiser Campaigns available for distribution by Affiliates through the Network. Advertiser shall, at its sole costs and expense, create and deliver to Click Hunts all Advertiser content. Any changes made by ClickHunts to the Advertiser content must be approved by Advertiser in writing. ClickHunts requires at least forty-eight (48) hours to implement any changes to an Advertiser Campaign. From time to time, ClickHunts may provide assistance to the Advertiser in providing copyrighting and design assistance in the production of the Advertiser Campaigns. As such assistance is based on content provided by the Advertiser, the Advertiser acknowledges and agrees such assistance shall not amend the Advertiser’s responsibilities or liabilities as set out herein in any form whatsoever.
2. ClickHunts reserves the right to reject or remove any Advertiser Campaigns or URL links embodied within an Advertiser Campaign at any time in the event ClickHunts determines in its sole reasonable discretion that such Advertiser Campaign or Linked Content (as defined below) does not meet Click Hunts standards or comply with this Agreement, or that such Advertiser Campaigns or Linked Content is unlawful or inappropriate. ClickHunts also reserves the right to demand third party verification for any claims made in any Advertiser Campaigns and to terminate this Agreement in the event that such verification is not promptly provided or is unsatisfactory, in ClickHunts’s sole discretion. Notwithstanding the foregoing provisions, Click Hunts has no obligation to monitor Advertiser Campaigns or Linked Content for compliance with applicable laws or regulations and shall have no liability for any violation of same. Advertiser acknowledges that in providing ClickHunts with the ability to publish and distribute the Advertiser Campaigns through the Network, Click Hunts is acting only as a passive conduit for the distribution and publishing of such Advertiser Campaigns.
3. If ClickHunts and/or its Affiliates distribute Advertiser Campaigns by email, the following requirements apply:
(a) Advertiser must ensure the content of each email complies with the CAN-SPAM Act and/or analogous federal, state and/or provincial laws and/or regulations of the jurisdiction(s) in which the Advertiser Campaigns will be distributed. Advertiser shall including, without limitation, identification of the message as an advertisement or solicitation, a physical postal address for the “sender” of the message (as that term is defined in the CAN-SPAM Act), and a functioning electronic mechanism by which the recipient of the email can request not to receive future commercial email messages from Advertiser. (b) Advertiser must maintain an up-to-date master suppression list of individuals who have requested not to receive commercial email from Advertiser (regardless of the source from where such requests were received) and provide Click Hunts a copy of its most recent suppression list at least every seven (7) days during the campaign. (c) ClickHunts will provide Advertiser’s suppression list to its Affiliates for purposes of compliance with the CAN-SPAM Act and/or analogous federal and state laws and/or regulations of the jurisdiction(s) in which the Advertiser Campaigns will be distributed, but ClickHunts makes no representations or warranties regarding any Affiliate’s use of the suppression list.
4. If ClickHunts and/or its Affiliates distribute Advertiser Campaigns by telephone or text message marketing, the following requirements apply: (a) Advertiser shall comply with the Telephone Consumer Protection Act (“TCPA”), Telemarketing Sales Rule (“TSR”), rules, orders, regulations and guidance promulgated by Federal Communications Commission (“FCC”) and Federal Trade Commission (“FTC”), and analogous federal, state and/or provincial laws and/or regulations of the jurisdiction(s) in which the Advertiser Campaigns will be distributed; (b) Advertiser shall obtain “prior express written consent” (as that term is defined in the TCPA and TSR, and interpreted by the FCC, FTC, and reviewing courts) for all telephone numbers and recipients to whom text messages are sent or telephone calls are made to distribute Advertiser Campaigns; (c) Advertiser shall comply with all federal, state, and local do-not-call laws, rules, and regulations; (d) Advertiser shall comply with all federal, state, and local laws, rules, and regulations concerning telemarketer registration; (e) Advertiser shall provide a daily updated list of telephone numbers and recipients who have requested to opt-out of receiving telephone calls or text messages sent by or on behalf of the Advertiser; and (f) Advertiser shall maintain records of compliance with the TCPA, TSR, and this Agreement for at least five (5) years.
5. Advertiser represents and warrants it is the legal and beneficial owner of all intellectual property used in connection with the Advertiser Campaigns or has obtained sufficient licensing rights. For the term of this Agreement, Advertiser hereby grants to ClickHunts and Click Hunts’s Affiliates a non-exclusive, royalty-free, worldwide license to (a) use, distribute, display, publish, perform, copy, transmit, promote, and market all Advertiser Campaigns delivered hereunder in accordance with the terms of the applicable IO, and (b) use, distribute, display, publish, perform, copy, transmit, promote, and market all associated Advertiser or third party intellectual property in connection therewith. Title to and ownership of all intellectual property rights of all Advertiser Campaigns and associated Advertiser or third party intellectual property shall remain with Advertiser or its third party licensors. Under no circumstances shall Advertiser or ClickHunts obtain an ownership interest in the other party’s intellectual property. Affiliates may use downstream affiliates (“Sub-Affiliates”) to distribute Advertiser Campaigns, in which case Advertiser hereby allows Affiliates to sublicense the grant specified in this paragraph to such Sub-Affiliates.
6. Advertiser agrees to provide written confirmation of the correct function of all Advertiser content supplied to ClickHunts within twenty-four (24) hours of the start of the relevant Advertiser Campaign. If ClickHunts does not receive confirmation within this time frame, Click Hunts shall presume that the Advertiser content is functioning properly and Advertiser agrees to pay for all Action (as defined below) derived from the Advertiser content. All problems related to the Advertiser content should be immediately brought to the attention of ClickHunts. Click Hunts is not liable for errors in position and/or placement of the Advertiser content, or typographic errors of any kind.
C. PAYMENT AND DEPOSIT
1. Advertiser agrees to pay Click Hunts for all services provided hereunder on a Cost per Action (“CPA”) basis. An “Action” means a certain act or acts of an Internet user, including but not limited to, clicking on a link tracked by the ClickHunts Network, landing on Advertiser’s web site (“Advertiser Landing Page”), and/or completing and submitting an application or form on the Advertiser Landing Page and/or completing a purchase or submitting an order on Advertiser’s website. The IO for the particular Advertiser Campaign shall specify the “Action” required of an Internet user for that Advertiser Campaign and the price to be paid by Advertiser to ClickHunts for each Action (“Commission”).
2. Advertiser authorizes ClickHunts to conduct credit checks on the Advertiser. Based on the credit checks, Click Hunts reserves the right to request a deposit or pre-pay for Commissions to be earned on a CPA, in which case Advertiser shall send advanced payment at least forty-eight (48) hours before and as a condition of the commencement of the Advertiser Campaigns. The deposit or pre-pay may be amended from time to time in ClickHunts’s discretion and can be applied against issued invoices or kept as a deposit. In the case of non-payment, said deposit will be applied to any outstanding amounts owed and all Advertising Campaigns will be suspended until deposit is replenished in addition to any other remedies that Click Hunts may have. Upon termination of the Agreement, deposit or pre-pay will be refunded to Advertiser or applied to outstanding invoices at ClickHunts’s sole discretion.
3. Time is of the essence with regards to all payment terms in this Agreement. Advertiser represents and warrants that it shall furnish payment on all invoices on the due date specified in each respective invoice, notwithstanding any non- payment to Advertiser by any third party including, and without limitation, Advertiser’s client(s) or customers. ClickHunts’s failure to invoice Advertiser shall not constitute a waiver of any amounts due to Click Hunts by Advertiser and/or any claims by ClickHunts of Advertiser’s breach of this Agreement. In the event of Advertiser’s default relating to the timely payment of any invoice, ClickHunts shall have the right to immediately terminate this Agreement, and Advertiser will remain liable for any monies due to ClickHunts. Payment not made within thirty (30) days of the due date shall accrue interest at the rate of 1.5% per month (18% per annum) or any fraction thereof, or if less, the highest rate permitted under law. All costs of collection, including reasonable attorney’s fees, court costs and related expenses, incurred by Click Hunts shall be borne by Advertiser. Advertiser shall pay all sales, use, excise and other taxes which may be levied upon either party in connection with this Agreement, except for income taxes.
D. REPORTING
1. Reporting on Actions and any other statistics are the responsibility of both parties and all invoicing will be based on the gross counts generated by Advertiser’s electronic reporting system. In the case where Advertiser enlists multiple reporting systems, then reporting will be based on the electronic reporting system with the highest gross count. In the case of discrepancy between ClickHunts’s reporting and Advertiser’s reporting, then payment will be based on whichever numbers are shown to be higher. On CPA campaigns, in instances where conversion data cannot be supplied due to
Advertiser’s inability to provide such information or in the event that the Advertiser encounters technical difficulties which cause the Advertiser’s web site to crash, or, for site performance to decrease, or, for ClickHunts’s tracking pixel to stop reporting actions or report less than the actual amount of actions, then Advertiser agrees to pay Click Hunts a default payment based on average conversion performance of the previous 24 hours or previous 7 day average, whichever is greater. Said figures will be calculated by Click Hunts based on actual outgoing traffic tracked by ClickHunts.
2. If Advertiser disputes the reported number of Actions in any invoice, Advertiser shall provide ClickHunts with a written statement and any supporting documentation providing its reasons for the dispute. Such statement must be provided to Click Huntse by the payment due date specified in this Agreement or in the IO (as applicable), or else Advertiser waives any right to dispute the reported number of actions and the amount stated on an invoice. ClickHunts shall make a determination based upon the data available to Click Hunts and the data provided by Advertiser as to the validity of the invoice, and ClickHunts’s determination shall be final and binding. It is acknowledged by Advertiser that once ClickHunts’s pixel fires, this triggers a responsibility for Click Hunts to pay its Affiliates. It is therefore agreed that should the Advertiser allow for ClickHunts’s pixel to fire there may be no scrubs, deductions, or chargebacks of any kind for any reason whatsoever.
3. Advertiser shall be obligated to retain books and records pertaining to the Commission calculation for at least three (3) months after the conclusion of each Advertiser Campaign. ClickHunts shall have the right to audit such books and records, and shall give Advertiser reasonable notice of its request to conduct an audit. If pursuant to such audit, ClickHunts shall discover an underpayment of more than 3%, Advertiser shall be obligated to pay to ClickHunts the costs of the audit, together with the amount of the underpayment forthwith.
E. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION; INSURANCE
1. Each party represents and warrants that: (a) it is a corporation duly incorporated, validly existing and in good standing; (b) it has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) it has obtained all licenses, authorizations, approvals, consents or permits required to perform its obligations under this Agreement and to conduct its business; and (d) this Agreement has been duly and validly executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
2. Advertiser shall be solely responsible and liable for Advertiser content as well as all other content in the Advertiser Campaigns and the consequences of their display and any material to which Internet users can link through such Advertiser Campaigns (“Linked Content”). Advertiser represents and warrants that no part of the Advertiser Campaigns or Linked Content shall: (a) infringe upon any third party copyright, patent, trademark, trade secret or other proprietary or intellectual property rights; (b) violate any law, statute, ordinance or regulation, including, without limitation, Section 5 of the Federal Trade Commission Act and other statutes, regulations, or guidelines of the Federal Trade Commission (“FTC”) or other applicable agency relating to unfair or deceptive marketing practices, the CAN-SPAM Act, the Telephone Consumer Protection Act, the FTC’s Telemarketing Sales Rule, the Federal Reserve Board’s Regulation E, or the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising; (c) be defamatory or constitute libel; (d) be pornographic or obscene; or (e) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Advertiser also represents and warrants that (u) it has all intellectual property and other rights and licenses necessary to permit the use and/or display of the Advertiser Campaigns and the Linked Content; (v) the product or service that is being promoted through any Advertiser Campaigns hereunder is not the subject of or will be the subject of (to the best of the Advertiser’s knowledge) any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities; (w) the terms of any offer presented in the Advertiser Campaigns or any Linked Content shall be clearly and conspicuously disclosed to consumers in compliance with federal and state laws, regulations, and guidelines of the jurisdiction(s) in which the Advertiser Campaigns and Linked Content will be distributed (including, without limitation, Federal Trade Commission Marketing Principles for Online Negative Option Marketing); (x) it has proper, documented substantiation for any claims, testimonials, endorsements, and other promotional materials used in the Advertiser Campaigns or the Linked Content to sell its products
or services, including (as applicable) that such claims, testimonials, endorsements, and other promotional materials are truthful, factually accurate, substantiated by scientific evidence, non-deceptive, non-misleading, and/or represent the honest opinions, findings, beliefs and/or experiences of the endorser, (y) it will fulfill all commitments made in its Advertiser Campaigns, and (z) using the Network will not violate any of Advertiser’s privacy policies.
3. Advertiser represents and warrants that: (a) it is not presently the subject of any investigation or prosecution by the Federal Trade Commission, Food and Drug Administration, Consumer Financial Protection Bureau, a U.S. state attorney general, or any other state or federal regulatory agency that has jurisdiction over Advertiser’s business activities or products or services; (b) it has disclosed the existence of any past federal or state decrees, orders, or consent agreements, and any pending formal or informal government investigations involving Advertiser, its officers, directors, or principals; and (c) if it becomes involved or named in any action, investigation, complaint, or other proceeding by or before any governmental or regulatory authority, or any private party, Advertiser will immediately provide notice to Click Hunts of such action, investigation, complaint, or other proceeding, in which event ClickHunts may terminate this Agreement immediately, and without notice to Advertiser.
4. Advertiser agrees to indemnify, defend and hold harmless Click Hunts, its parent, successors, subsidiaries, and Affiliates and their respective directors, officers, agents and employees for any and all losses, demands, costs, liabilities, damages, judgments, settlements, or expenses (including without limitation reasonable lawyers’ fees and expenses) (“Claims”) incurred or arising from: (i) Advertiser’s breach of this Agreement, including any breach of Advertiser’s representations and warranties herein; (ii) any claim arising or resulting from the Advertiser Campaigns, the Linked Content, or the advertising, sale or license of Advertiser’s goods or services as promoted in the Advertiser Campaigns or Linked Content; (iii) any product liability with respect to any product sold in the Advertiser Campaigns or Linked Content or any alleged personal injury or death to persons or property damage sustained if such injury, death or property damage occurs because of the acts or omissions of the Advertiser; (iv) the negligence or willful misconduct of Advertiser; (v) a violation of any laws, rules or regulations in the performance of Advertiser’s obligations under this Agreement; (vi) the violation or infringement of the intellectual property rights of any third party; (vii) false, deceptive or misleading descriptions, depictions and the supply of inaccurate information, material or data by or on behalf of the Advertiser; (viii) fraud; or (ix) any other act, omission or misrepresentation by Advertiser directly or indirectly related to this Agreement. This indemnity is specifically intended to operate and apply even if it is alleged or proven that all or some of the damages sought were caused as a whole or in part by any act, omission, negligence, gross negligence, breach of contract, intentional conduct, violation of statute or common law, breach of warranty, product defect, strict liability or any other conduct whatsoever of Click Hunts. If any Claim is or shall be brought against Click Hunts, in respect to any allegation for which indemnity may be sought from Advertiser, ClickHunts shall notify Advertiser of any such Claim of which it becomes aware and shall: (a) provide reasonable cooperation Advertiser at Advertiser’s expense in connection with the defense or settlement of any such claim; and (b) be entitled to participate, including in the selection of legal counsel, in the defense of any such Claim. Advertiser shall not agree to any judgment or enter into any settlement that affects ClickHunts’s rights or interests without the prior written consent of Click Hunts.
5. Click Hunts shall have the right to require the Advertiser to maintain throughout the term of this Agreement comprehensive general liability insurance with a personal and advertising injury coverage and/or advertisers liability insurance and name ClickHunts as an additional insured. ClickHunts may request that Advertiser provide evidence of such insurance if Click Hunts requires Advertiser to obtain insurance in accordance with this section.
F. ASSIGNMENT
Advertiser may not assign this Agreement without ClickHunts’s prior written consent. Click Hunts may assign all or a portion of its duties and obligations hereunder to any corporate affiliate, successor and/or other third party upon notice to Advertiser. Subject to the foregoing, the terms of this Agreement will be fully binding upon, and inure to the benefit of and be enforceable by, the parties’ respective successors, heirs, executors, administrators and permitted assigns.
G. LIMITATIONS ON LIABILITY
In no event shall ClickHunts be liable to Advertiser or any third party for any special, indirect, incidental, actual, punitive or consequential damages or losses (including, without limitation, for breach of contract, warranty, negligence or strict liability) for interrupted communications, loss of use, lost data or lost profits, arising out of or in connection with this Agreement, even if ClickHunts has been previously advised of the possibility of their occurrence. Under no circumstances shall Clic kHunts be liable to Advertiser or any third parties for an amount greater than the net received hereunder within the previous six (6) month period of the incident leading to the liability.
H. NON-CIRCUMVENTION
During the term that this Agreement remains effective and for a period of six (6) months after termination of this Agreement for any reason, Advertiser agrees and acknowledges that, it will not directly engage, contract with, work with, license with, enter into and/or execute any performance-based online advertising and/or marketing relationship with any Affiliate within the ClickHunts Network. In the event an Affiliate contacts Advertiser directly and Advertiser determines then or at any later time that such Affiliate is an Affiliate within the Click Hunts Network, then Advertiser shall notify such Affiliate immediately that the Affiliate must work with Advertiser through the ClickHunts Network and immediately halt any marketing campaigns being conducted directly through such Affiliate. Advertiser understands and agrees that if Advertiser violates its obligations under this Section H, ClickHunts will suffer irreparable injury and shall be entitled to: (a) liquidated damages in the amount of fifty percent (50%) of the gross revenues resulting from sales conducted by Advertiser through the advertising and/or marketing efforts of such other online interactive marketing service providers or Affiliates as described herein, (b) injunctive relief, and (c) any other remedies available to ClickHunts at law or in equity.
I. CONFIDENTIALITY
As used herein, “Confidential Information” shall mean: (a) either party’s proprietary information; (b) information marked or designated by either party as confidential; (c) information otherwise disclosed by either party in a manner consistent with its confidential nature; (d) the terms and conditions of this Agreement, including but not limited to pricing information contained in any IO; and (e) either party’s information that is conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be treated as confidential. The parties acknowledge that, as a result of the provision of services pursuant to this Agreement, one party may disclose Confidential Information (“Disclosing Party”) to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party’s Confidential Information without obtaining the Disclosing Party’s prior written consent. Additionally, the Receiving Party will restrict disclosure of Confidential Information to its employee(s), authorized agent(s) and/or independent contractors to whom disclosure is reasonably required, and such employee(s), authorized agent(s) and/or independent contractor(s) shall be explicitly bound by these confidentiality obligations and will use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential Information. Nothing contained in this Agreement shall be construed as granting or conferring rights by license or otherwise in any Confidential Information disclosed under this Agreement. This Section I shall survive any termination of this Agreement indefinitely. The Receiving Party agrees that monetary damages for breach of confidentiality under this Section I may not be adequate and that the Disclosing Party shall be further entitled to injunctive relief. Notwithstanding anything contained herein to the contrary, confidentiality provisions shall not apply where the Receiving Party can demonstrate with clear evidence that the information: (a) was previously known to the Receiving Party at the time of disclosure, free of any obligation to keep it confidential; (b) became publicly known through no wrongful act of the Receiving Party; (c) was rightfully received by the Receiving Party from a third party who was not bound under any confidentiality provisions; or (d) was disclosed pursuant to judicial order, requirement of a governmental agency or by operation of law. Upon the termination of this Agreement, each party will return all Confidential Information belonging to the other party which is then in its possession or control, and will remove all digital representations thereof in any form from all electronic storage media in its possession or under its control unless otherwise agreed to in this Agreement.
J. CREDIT
Advertiser agrees to provide to Click Hunts a world-wide, non-exclusive, royalty-free and revocable license to Advertiser’s logo, trademark or other identifying mark for the sole purpose of listing the Advertiser as ClickHunts’s client on its website or other ClickHunts advertising.
K. DISCLAIMER OF WARRANTIES
CLICK HUNTS PROVIDES ITS NETWORK, AND ALL ITS SERVICES AND THE SERVICES OF ITS AFFILIATES AND PARTNERS, ON AN “AS IS,” “WHERE IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY ADVERTISER CAMPAIGNS. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY ADVERTISER CAMPAIGNS, CLICK HUNTS’S SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS COMMERCIALLY PRACTICABLE. CLICKHUNTS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
NONINFRINGEMENT, IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY OTHER WARRANTY REGARDING QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, OR PERFORMANCE. CLICK HUNTS DOES NOT WARRANT OR GUARANTEE AFFILIATE COMPLIANCE WITH LAWS AND REGULATIONS, CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR ABILITY TO CONVERT RESPONSES TO ADVERTISER CAMPAIGNS INTO SALES. ALL SERVICES ARE CONTINGENT UPON CLICKHUNTS’S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND CLICK HUNTS IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.
L. TERMINATION
This Agreement shall commence upon signing and shall continue for a period of twelve (12) months (the “Term”), subject to the following provisions of this Section. Either party may terminate this Agreement if the other party is in breach, and will notify the other party in writing of such breach in any representation, warranty or covenant in this Agreement. This Agreement shall automatically renew for successive periods of twelve (12) months unless either party provides written notice of termination to the other party at least ten (10) business days prior to the end of the then current Term. Notwithstanding the foregoing, either party may terminate this Agreement at any time upon ten (10) business days’ prior written notice to the other party. Advertiser shall remain liable for all costs, fees and charges accrued, incurred and/or owing to ClickHunts through the date of termination of this Agreement, as well as any and all other liabilities and obligations described in this Agreement.
D. CONSENT TO ELECTRONIC COMMUNICATIONS
Advertiser provides its consent to Click Hunts delivering from time to time electronic communications about ClickHunts’s business, offerings and information via newsletters, blogs, emails or other electronic means. Advertiser acknowledges and agrees that it may opt out of this consent at any time and it is not a condition of entering into this Agreement to provide consent to receiving electronic communications from ClickHunts.
E. DISPUTE RESOLUTION
If any dispute arises under this Agreement, the parties agree to submit the dispute to binding arbitration in the State of Virginia, conducted under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitrator may be entered in any court with proper jurisdiction. Notwithstanding the foregoing, ClickHunts may initiate a dispute either by submitting it to binding arbitration or by filing in a state or federal court located in the State of Virginia or any other state where personal jurisdiction exists over Advertiser, at ClickHunts’s sole discretion. Advertiser shall be responsible for the payment of all attorney’s fees and expenses incurred by Click Hunts to enforce this Agreement.
F. GOVERNING LAW
This Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of Virginia, and venue for all purposes shall be in Broward County, Virginia.
G. SEVERABILITY
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
H. ENTIRE AGREEEMENT; NON-EXCLUSIVITY; INDEPENDENT CONTRACTORS
This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter of this Agreement. This Agreement (including any IOs attached hereto) is non-exclusive to Click Hunts, and ClickHunts shall have the right to enter into similar agreements with other third parties. Each party is an independent contractor and not a partner, joint venture or employee of the other.
I. AMENDMENT
This Agreement and any insertion orders may be amended, changed or modified only by written agreement of the parties, including by electronic or digital agreements transmitted via electronic mail, Skype, or other instant messaging platforms. All amendments, modifications, and changes shall be limited to those expressly set forth in the written agreement containing the amendment, change, or modification, and all other provisions of this Agreement shall remain in full force and effect unless expressly stated otherwise. In the event of a conflict between this Agreement and any amendment, change or modification, this Agreement shall control.
S. COUNTERPARTS
This Agreement (which includes all IOs attached hereto) may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document, and delivered to the other by means of electronic transmission.
T. NOTICES
All notices, claims and other communications hereunder will be in writing and will be deemed to have been duly given if provided electronically to the email address specified in this Agreement or the applicable IO, personally delivered to an officer or mailed by registered or certified mail, return receipt requested by overnight delivery service to the parties at their respective addresses.
PAYMENT INFORMATION
ClickHunts Network, LLC based on the payment terms agreed upon, can automatically collect payment when it is due if you decide to provide it. By filling out your payment info below, you are authorizing Click Hunts Network, LLC via Quickbooks to automatically withdrawal the current balance as reflected on the invoice(s) issued at the time of due date.