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B Two Direct LLC Terms
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This Publisher Agreement (“Agreement”) is entered into by and between B Two Direct, LLC ("B Two") and you, the Publisher (“you” or “Publisher”), to establish the terms and conditions by which you may market advertisements for products and/or services through the placement of Ads (defined below) on behalf of B Two or its Advertisers. In consideration of the mutual promises and covenants set forth herein, B Two and Publisher agree to be legally bound as follows: 1. Definitions a. "Ad" or "Creative" means the graphic or text file(s) made available to Publisher in connection with its performance under this Agreement. Ads or Creative may be in the form of banners, text links, transactional ads, email, or other electronic promotions approved by B Two. b. "Advertiser" means B Two and/or the advertiser or advertising agency providing Ads to B Two for use by Publisher. c. "Click” or "Click-Through" means the activation of a hyperlink using a mouse or other input device as measured by B Two. d. "Flight Dates" means the time period, and associated start and end dates, over which an Ad runs. e. "B Two Code" means code, links, tags, pixels or other computer code provided by B Two for use by Publisher. f. "IP" means the Ads, B Two Code and/or other intellectual property made available to Publisher in connection with its performance under this Agreement. g. "Publisher Media" means the website(s), search engine(s) or other electronic media on which Publisher or a Sub-Publisher places Ads. h. "Unit" means a User's completion of the act requested by B Two or its Advertiser, as measured by B Two. If a User is directly compensated for completing such required action, such action is not considered a Unit. i. "User" means any person accessing Publisher's Media. 2. B Two’s Network. B Two reserves the right to (i) refuse service to any new or existing Publisher, and/or (ii) reject, omit or exclude any Publisher or Publisher Media for any reason at any time with or without notice in its sole discretion and without liability. Publisher Networks. Any Publisher that consists of an aggregation of publishing affiliates (collectively, a "Publisher Network," representing one or more "Sub-Publishers"), hereby agrees to the following terms and conditions: (a) Publisher Network shall report to B Two a unique sub-ID for each Sub-Publisher, which shall not be rotated, altered or reused by Publisher Network in any way; (b) In the event of a dispute, complaint, or legal or regulatory issue, Publisher Network shall provide B Two with contact information that includes without limitation, contact name, mailing address, telephone number, and email address, for any Sub-Publisher within 24 hours of B Two's request; (c) Within 24 hours of B Two's request, Publisher Network shall remove any Sub-Publisher from B Two's and/or its Advertisers' campaign(s) and ensure that the Sub-Publisher(s) does not obtain any Ad from or through Publisher Network in the future; and (d) Publisher Network shall be responsible and liable for each Sub-Publisher's conduct and compliance under this Agreement. Nothing in B Two’s permission to engage Sub-Publishers shall be construed as extending to any Sub-Publisher the status of third party beneficiary of any agreement between B Two and Publisher, including without limitation this Agreement. During the term of this Agreement and for one (1) year thereafter, Publisher and its Sub-Publishers shall not knowingly solicit any Advertiser, Publisher, or email provider that works with B Two or is a part of B Two’s network. In the event Publisher does so, the parties agree that monetary damages may not be adequate and that B Two shall be entitled to seek injunctive relief without the necessity of post a bond or other security. Sharing of Publisher Information. B Two may provide Publisher and/or Sub-Publisher information, including but not limited to application information, contact information, account information, Unit information, and statistics to: (a) Advertisers in response to their request or in the event of a dispute; (b) law enforcement officials or governmental agencies in response to their request, when permitted or required by law or to establish B Two's compliance with applicable laws, rules, regulations, or guidelines; and/or (c) third parties when trying to protect against or prevent actual or potential fraud or unauthorized transactions, investigating fraud that has already taken place, enforcing or applying existing terms and conditions and/or other agreements, protecting the rights, property or safety of B Two, Users or others, or responding to subpoenas, court orders or legal process, or to establish or exercise legal rights or defend against legal claims. 3. Publisher Requirements. Publisher agrees to undertake and complete the services as specified by B Two, including complying with all Ad placement instructions and restrictions provided by B Two from time to time, including but not limited to those provided via email or through B Two’s publisher portal. B Two reserves the right to pay Publisher only for valid Units delivered (i) in accordance with this Agreement and B Two’s instructions and restrictions, (ii) through approved Creative, and (iii) within the applicable Flight Dates and Unit limitations. IT IS PUBLISHER'S SOLE RESPONSIBILITY TO CHANGE ADS WITHIN ITS MEDIA WHEN AN AD IS NO LONGER MADE AVAILABLE BY B TWO OR HAS NO UNITS REMAINING FOR DELIVERY. Publisher shall not induce Users to provide their information through the use of incentives, including but not limited to sweepstakes entries, rewards, points, or other compensation to be earned in connection with generating Units. Unless otherwise specified in writing by B Two, Publisher shall only market to and supply U.S. Users who are 18 years of age or older. Ad Placement. Publisher shall not: (a) except as expressly permitted under this Agreement, alter, modify, copy, take, sell, re-use, or divulge in any manner any Ad, B Two Code or IP provided or made available by B Two or its Advertiser without B Two's prior written consent; (b) copy any Ad and display it directly from Publisher Media; (c) redirect traffic to a website other than that specified by B Two or its Advertiser; (d) ask Users to take advantage of Ads or offers other than those specified by B Two or the applicable Advertiser; (e) use any invisible method to generate Units or transactions that are not initiated by the affirmative action of a real, live User; (f) alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the website tags, source code, links, pixels, modules, or other data provided by or obtained from B Two that allows B Two to measure Ad performance or Units or provide its services; (g) block, mask or alter a referring URL; (h) run any Ad after the specified end date or after the Unit cap has been satisfied; (i) run any Ad after B Two has posted new Creative to run in lieu of such Ad; (j) generate Units by: (1) auto spawning browsers, automatically redirecting Users, or any other technique of generating "automated" actions; (2) falsely or fraudulently generating User data or Units; (3) posting User data that is older than 48 hours; or (4) utilizing content gateways (including but not limited to those leading to websites containing pirated music or movies) or requiring Users to click on an Ad before entering any area of a website. Publisher agrees that all Click-Throughs must: (a) go through B Two's unique gateway; and (b) be recorded by B Two's server. Publisher shall not modify any Creative or utilize any Creative that is not available through B Two. Publisher may submit creative materials to B Two for review, approval and inclusion by B Two for Publisher's use by submitting them to B Two. Each Ad may only run on the URLs approved by B Two. If any other URL is used, specific written authorization must be given prior to placement of the URL. Violation of this rule may result in loss of all revenue associated with such activity. Publisher shall not place any Ad, B Two Code or IP on any website that contains, promotes or has links to: (a) a blank web page or web page with no content; (b) profanity, sexually explicit material, hate material, material that promotes violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other material deemed unlawful, unsuitable or harmful to the reputation of B Two and/or its Advertisers; (c) software piracy (warez, cracking, etc.), hacking, phreaking, emulators, ROM's, or illegal file sharing activity; (d) illegal activities or advice; (e) misleading or deceptive acts or practices; (f) violations of the intellectual property or privacy rights of others; (g) personal web pages, non-English language pages, free hosted pages, or websites under construction; (h) charity clicks/donations, paid to surf, Active X downloads, or all affiliate links; (i) fake blogs or “flogs”; and/or (j) activities generally understood as abuse, including but not limited to the sending of unsolicited bulk electronic mail or the use of Spyware. For purposes hereof, "Spyware" shall mean computer programs or tools that: (1) alter a computer User's browser or other settings or use an ActiveX control or similar device to download ad supporting software without providing fair notice to and obtaining affirmative consent from the User; (2) prevent a computer User's reasonable efforts to block the installation of or disable or remove unwanted software; (3) remove or disable any security, anti-Spyware or anti-virus technology on a User's computer; (4) send email through a User's computer without prior authorization; (5) open multiple, sequential, stand-alone advertisements in the User's Internet browser which cannot be closed without closing the Internet browser or shutting down the computer; or (6) other similar activities that are prohibited by applicable law. Further, Publisher shall not abuse MySpace, Craigslist, Facebook, Twitter, or other similar websites or social media to drive traffic to any Ad. For purposes hereof, "abuse" shall mean sending any unsolicited mass mailing or instant messages, making any automated use of the systems, such as using scripts or applications to send bulletins, other communications or generate wall posts, or any other activity that violates the MySpace Terms of Use Agreement, Craigslist Terms of Use, Facebook Terms of Use, Twitter Terms of Service, or terms of use for any other website or service. Telemarketing, Faxing, and Text Messaging. Telemarketing, Faxing, and Text Messages. Publisher and Marketing Affiliate are prohibited from publishing or otherwise distributing Ads by fax, but may distribute by text or Short Message Service (SMS) messaging, provided that Publisher and Marketing Affiliate are responsible for complying with all applicable federal, state, and local locals, rules, and regulations governing all of their marketing activities, including but not limited to the Telephone Consumer Protection Act (“TCPA”) and Federal Communications Commission rules implementing the TCPA. Publisher and Marketing Affiliate hereby understand and agree that the TCPA makes it unlawful to use any automatic telephone dialing system to make any call or send any text message to any telephone number assigned to a cellular telephone service, unless the call is made for emergency purposes or with the prior express consent of the called party. See 47 USC § 227(b)(1)(a); 47 C.F.R. § 1200(a). Publisher is solely responsible for ensuring that Publisher and Marketing Affiliate comply with this Section. Publisher and Marketing Affiliate each agrees to indemnify, defend, and hold Company harmless against all liability, loss, damages, claims or causes of action, including reasonable legal fees and expenses, arising out of or related to your breach of this Section 5.1 or arising out of or related to any breach of this Section made by any Marketing Affiliate working with or under you. Search Campaigns. Publisher shall not: (a) violate the terms of use of any search engine; (b) engage in search engine spam, doorway pages, cloaking, etc.; (c) bid on any trademarked name or term in any pay per click/"keyword"/"adword"/campaign; or (d) conduct search ads falsely suggesting a link between B Two and a third party or otherwise infringing on a third party's intellectual property or privacy rights. Email Campaigns. Email campaigns may only be performed by Publisher or its Sub-Publishers if approved in writing by B Two and any approval may be revoked at any time. Publisher represents and warrants that: (a) All email Ads delivered under this Agreement will be to lists that were compiled without using any deceptive or unlawful act or practice; (b) Publisher and its Sub-Publishers shall maintain at all times during the term of this Agreement, and for a period of three years thereafter, complete and accurate subscriber sign-up/registration data for every email address to which an Ad is sent; (c) Within one (1) business day of B Two's request, Publisher shall provide, at a minimum, the following subscriber sign-up/registration data: (i) email address used to sign-up/register for the applicable list; (ii) date and time of subscriber's sign-up/registration for the applicable list; (iii) subscriber’s IP address; (iv) location (URL) of subscriber's sign-up/registration; and (v) the privacy policy under which the email address and associated information was collected; (d) Prior to sending any email Ad to its subscribers under this Agreement, Publisher and its Sub-Publishers shall download the applicable suppression file for the campaign and "scrub" their email list(s) against the file. Neither Publisher nor any Sub-Publisher shall use any suppression file for any other purpose or permit, through act or omission, any third party to do so; (e) Publisher and its Sub-Publishers shall comply with all applicable international and United States federal, state, and local laws, rules and regulations governing commercial email, including but not limited to the CAN-SPAM Act of 2003 and corresponding amendments and rules, the California Business and Professions Code, and any applicable state consumer protection or registry laws, such as the Michigan Children's Protection Registry and the Utah Child Protection Registry; (f) Publisher and its Sub-Publishers shall not use email to promote any campaign for which email marketing is prohibited and shall use only approved email Creative and subject lines provided or made available by B Two; (g) Any and all email Ads sent by Publisher and/or its Sub-Publishers shall include: (1) a clear and conspicuous identification that the message is an advertisement; (2) a functioning return electronic mail address; (3) clear and conspicuous Internet-based opt-out mechanisms for the Advertiser and Publisher or Sub-Publisher that function for at least 30 days after the transmission of the message; and (4) valid physical postal addresses for the Advertiser and Publisher or Sub-Publisher; (h) Publisher and its Sub-Publishers shall allow Users to opt-out without requiring payment, information beyond a User's email address or any other obligation as a condition for accepting or honoring a User's opt-out request, including but not limited to requiring a User to visit more than a single Internet web page, and they shall honor all opt-out requests within ten (10) business days of receipt; (i) Publisher and its Sub-Publishers shall not sell, lease, exchange, or otherwise transfer or release any email address for which an opt-out request has been received; (j) Publisher and its Sub-Publishers shall not send any email Ads with false, deceptive or misleading header information (source, destination and routing information), subject lines or from lines; (k) Publisher and its Sub-Publishers shall accurately identify themselves as the initiator of the email in the "from" line. Publisher and its Sub-Publishers shall not, for example: (1) use B Two’s name or a brand name in the from line; (2) use a celebrity’s name in the from line; (3) send email "from" individuals that do not exist or are not actually involved in sending the email; or (4) send, or otherwise indicate an email is "from", a group or department that does not exist; (l) all mailing domains shall be publicly registered, and shall not be registered by proxy. Publisher and its Sub-Publishers shall provide the WHOIS database with true and correct information, such that the domain name in the "from" and "reply-to" headers of each email identify Publisher or the applicable Sub-Publisher via a WHOIS database search. Publisher and its Sub-Publishers shall not use WHOIS Guard or a similar technology which masks the identity of a mailer in connection with its performance of this Agreement; (m) Publisher and its Sub-Publishers shall not pre-date or post-date emails; (n) Publisher and its Sub-Publishers shall scrub their email lists against the FCC’s list of wireless domains at least once every 30 days; (o) Publisher and its Sub-Publishers shall only send to United States email addresses for which a message to such address would not constitute a mobile service message as defined by the CAN-SPAM Act of 2003; and (p) Publisher and its Sub-Publishers shall not send any Ads via newsletters or other emails having multiple advertisers. B Two may take steps to monitor Publisher’s compliance with this provision and reserves the right to take any action it deems necessary in the event of a failure to comply, including but not limited to issuing a warning, suspending or terminating Publisher’s account, withholding payment, and/or terminating this Agreement. 4. License. B Two hereby grants to Publisher a nonexclusive, nontransferable, limited, revocable license to use and display the Ads, B Two Code and IP solely for the purpose of performing its obligations under this Agreement and subject to the terms of this Agreement. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as B Two granting Publisher or any Sub-Publisher any right, title or interest in any Ad, B Two Code or IP. Publisher acknowledges and agrees that B Two and/or its Advertiser owns all right, title and interest in and to the Ads, B Two Code and IP and all related intellectual and proprietary rights of any kind anywhere in the world. 5. Payment. B Two reserves the right to set campaign rates, which vary with market conditions. Publisher will be paid as set forth in a B Two Insertion Order, an email to Publisher, or online within the B Two publisher portal. Payment will be made by B Two to Publisher within thirty (30) days from the end of each month or as otherwise provided in a B Two Insertion Order. All billing will be based on B Two’s calculations. Invoices must be received by B Two within ninety (90) days after the commencement of the activity to which such invoice relates. B Two will not be held responsible for invoices received past such date. Invoices must be emailed to accounting@btwodirect.com. All accounts will be settled in U.S. dollars. No payment will be issued for any amount less than $50. If, in B Two's opinion, Publisher violates this Agreement, refuses to fulfill its responsibilities or commits fraudulent activity, B Two reserves the right to withhold payment and/or take appropriate legal action. B Two will not compensate Publisher for Units or data that have been determined by B Two or an Advertiser, in their sole discretion, to be subject to rejection for any reason, including but not limited to duplicates, invalid data, incomplete data, data of low quality, fraudulent data, or data generated by unapproved placements or traffic sources. In the event that Publisher has already received payment for such Units or data, B Two reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Publisher. Publisher and B Two acknowledge that any Units or data rejected may be retained and marketed to by the Advertiser and/or B Two, to the extent possible. Calculation of Publisher earnings shall be in B Two's sole discretion. In the event Publisher disagrees with any such calculation, Publisher shall, within fifteen (15) days of receipt of such calculation, send a written request to B Two detailing, with specificity, Publisher's concerns. Thereafter, B Two will provide Publisher with an explanation or, if such calculation is determined by B Two to be incorrect, an adjustment. In all cases, B Two's calculations shall be final and binding. 6. Data Ownership; Audit. Publisher understands and agrees that all Units and data, including but not limited to personally identifiable information provided by Users in response to an Ad and any and all reports, results, and/or information created, compiled, analyzed, or derived by B Two from such data is the sole and exclusive property of Advertiser and/or B Two and is considered Confidential Information (as defined below) pursuant to this Agreement. Publisher shall not make any use of, copy, make derivative works from, sell, transfer, lease, license, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such information, or any portion thereof, to any third party. Publisher agrees that at all times during the term of this Agreement and for one (1) year thereafter, it shall maintain accurate books and records relating to its performance under this Agreement, including books and records relating to its Sub-Publishers. Publisher agrees that B Two, or any designee of B Two, shall have the right, once per each six (6) month period, at B Two's sole cost and expense, to examine, inspect, audit, review and copy (an "Audit") and make extracts from all such books, records and any source documents used in the preparation thereof, during normal business hours upon written notice to Publisher at least five (5) business days prior to the commencement of an Audit. 7. Confidentiality. The terms of this Agreement, each B Two Insertion Order, and any information that is either identified by a party as confidential at the time of disclosure or should be understood by a reasonable person under the circumstances to be confidential in nature, shall be deemed to be that disclosing party's Confidential Information. Without limiting the generality of the foregoing, Confidential Information shall include, but is not limited to: Units, User information, pay out rates, B Two Code, IP, test results, statistics, and other information which is proprietary in nature. Neither party shall at any time disclose any of the terms of this Agreement, nor any Confidential Information shared pursuant hereto, to any third party except to the legal advisors of either party, investors or financing sources, or as may be requested by a government agency or otherwise required by applicable law. The foregoing confidentiality provisions shall not apply where the receiving party can demonstrate that the information: (i) was previously known to the receiving party at the time of disclosure, free of any obligation to keep it confidential; (ii) became publicly known through no wrongful act of the receiving party; (iii) was rightfully received from a third party who was not bound under any confidentiality provisions; (iv) was disclosed pursuant to judicial order, subpoena, requirement or request of a governmental agency, or by operation of law; or (v) is independently developed by a party without use of or reliance upon the disclosing party's Confidential Information. The parties agree that monetary damages for breach of these restrictive covenants may not be adequate and that the non-breaching party shall be further entitled to seek injunctive relief without the necessity of post a bond or other security. 8. Representations and Warranties. Each party represents and warrants to the other that: (a) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; and (b) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, or decree to which such party is bound. Publisher represents, warrants, covenants, and acknowledges that: (a) Publisher, the Publisher Media, and each and every Sub-Publisher will comply with all applicable international, federal, state, and local laws, rules, regulations, and the United States Federal Trade Commission guidelines, including without limitation those relating to advertising, consumer protection, the Internet, privacy, email, data security, and deceptive or unfair business practices; (b) Publisher and each and every Sub-Publisher will comply with its privacy policy; and (c) Publisher, if an individual, is at least 18 years of age. 9. Indemnity. Between B Two and Publisher, Publisher is solely responsible for any legal liability arising out of or relating to: (a) the Publisher Media; (b) any material to which Users can link through the Publisher Media; (c) the acts and/or omissions of Publisher; (d) the acts and/or omissions of its Sub-Publishers; and (e) any consumer and/or governmental/regulatory complaint or inquiry arising out of Publisher’s and/or its Sub-Publishers’ distribution of the Ads. Publisher shall defend, indemnify and hold harmless B Two and its officers, directors, shareholders, employees, agents, representatives, affiliates, and Advertisers (collectively "B Two Parties") from and against any and all liabilities, losses, expenses, damages, costs, penalties, and obligations (including without limitation reasonable attorneys' fees) (collectively "Losses") that may at any time be incurred by, or imposed or asserted against, the B Two Parties by reason of any claim, suit, inquiry, investigation, or proceeding for: (a) slander, libel, defamation, violation of rights of privacy or publicity, violation of intellectual property rights, fraud, false advertising, misrepresentation, unfair or deceptive acts or practices, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with the Publisher Media and/or Publisher’s performance under this Agreement, including the acts and/or omissions of any Sub-Publisher; (b) any breach by Publisher of any obligation, duty, representation, or warranty under this Agreement; (c) a contaminated file, virus, worm, or Trojan horse originating from the Publisher Media; or (d) negligence, misconduct or any act or omission by Publisher. 10. Limitations of Warranties and Liability. ALL SERVICES PROVIDED BY B TWO ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, B TWO MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE, EXCEPT AS EXPRESSLY SET FORTH HEREIN. B TWO IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL. THE TERMS OF THIS AGREMENT ARE SUBJECT TO THE LIMITATIONS OF B TWO HARDWARE, SOFTWARE AND BANDWIDTH. B TWO’S FAILURE TO DELIVER THE SERVICES BECAUSE OF TECHNICAL DIFFICULTIES DOES NOT AMOUNT TO A FAILURE TO MEET THE OBLIGATIONS OF THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL B TWO BE LIABLE TO PUBLISHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF B TWO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT OR ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. IN NO EVENT SHALL B TWO'S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE AMOUNT PAID TO PUBLISHER FOR THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION OR TEN THOUSDAND U.S. DOLLARS ($10,000.00). NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST B TWO MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. 11. Term & Termination. This Agreement applies to Publisher for as long as Publisher distributes Ads for B Two. B Two reserves the right to terminate this Agreement immediately with or without notice to Publisher and remove any Publisher or sub-ID from B Two’s network at any time, with or without cause. Upon termination, Publisher agrees to immediately remove from the Publisher Media any and all B Two Code and IP. Publisher will be paid, in the next scheduled payment cycle following termination, all amounts due up to the time of termination as calculated by B Two in its sole discretion. 12. Proprietary Matters/Non-Solicitation. During the term of this Agreement, and for twelve (12 months hereafter, neither Party shall knowingly and intentionally solicit any of the other Party’s employees, officers or directors, on-line Publisher(s), or email provider(s), which are affiliated with the other Party. 13. Entire Agreement; Modification. This Agreement represents the entire understanding and agreement between the parties hereto and supersedes all prior agreements, understandings, conversations, and negotiations. This Agreement may not be amended by Publisher except by a writing signed by B Two. No online or click-through terms, conditions, policies, or documents offered by Publisher (“Publisher Online Terms & Conditions”) shall be deemed to have modified this Agreement, notwithstanding the fact that B Two may have affirmatively accepted such Publisher Online Terms & Conditions as a condition of accessing an online service. The terms of each party’s participation will be governed by this Agreement, any applicable B Two Insertion Orders, and any subsequent updates to this Agreement posted by B Two on its publisher portal. 14. Miscellaneous. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania without respect to choice of law rules. The parties hereby consent to exclusive jurisdiction and venue in the state and federal courts located in Harrisburg, Pennsylvania. All notices, requests, demands, and other communications hereunder to B Two shall be in writing and shall be deemed given at the time such communication is delivered personally, by registered or certified mail (return receipt requested) or recognized national overnight courier service, addressed as follows: B Two Direct, LLC, Attn: Tanya Brown, 100 Sterling Parkway, Suite 305, Mechanicsburg, PA 17050. All notices, requests, demands, and other communications hereunder to Publisher shall be deemed given at the time such communication is sent to the email address listed on Publisher’s B Two account or the most recent Insertion Order, or delivered personally, by registered or certified mail (return receipt requested) or recognized national overnight courier service, to the address set forth on Publisher’s B Two account or the most recent Insertion Order. Publisher may not assign this Agreement without the express prior written consent of B Two. Each party is an independent contractor. Any intention to create a joint venture or partnership between the parties is expressly disclaimed. Except as otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one and the same instrument, including the signing by online means. Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of this Agreement shall survive and remain in effect after such happening. In the event any portion of this Agreement is declared invalid by a court of competent jurisdiction, such portion shall be severed from this Agreement and the remaining parts shall remain in full force and effect.
I agree to B Two Direct LLC's Terms of Service
