AdRizer Standard Terms & Conditions
These Standard Terms & Conditions (the “Agreement”), including any exhibit and/or schedule attached hereto (the "Terms & Conditions) govern access to and use of analytics and revenue attribution platform and is an agreement between AdRizer LLC. (“AdRizer”) and you or the entity you represent (“Client”). This Agreement takes effect when you purchase the Services, use any of the Services, or on the date so designated on a Service Order referencing these terms (the "Effective Date"). You represent to AdRizer that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to AdRizer that you have legal authority.
In consideration of the mutual promises below and other good and valuable consideration the sufficiency of which are hereby acknowledged, the parties agree as follows:
Capitalized terms used but not defined elsewhere in this Agreement shall have the following meaning:
“Ad Platform” means the third-party service provider, network and/or website, such as Facebook, Taboola or Outbrain, on or through which a Traffic Buy may be placed.
“Ad Unit” means an advertisement incorporating graphical, video, textual and/or auditory content that links, and is intended to drive traffic, to Client Properties.
"AdRizer Code" means AdRizer’s proprietary tracking code that is installed on web pages of the Client Properties, together with any fixes, updates, and upgrades provided by AdRizer.
“AdRizer Platform” means AdRizer’s proprietary software-as-a-service platform and associated technology and software, as made available by AdRizer to Client for use in connection with the Services.
“Client Properties” means the websites, apps, and other digital media properties owned and operated or controlled by Client.
"Documentation" means the user guides and any support material with respect to the AdRizer Platform and/or AdRizer Code provided to Customer by AdRizer.
“Services” means the services provided by AdRizer pursuant to this Agreement.
“Term” has the meaning set forth in Section 5.
“Traffic Buy” means the purchase of inventory on an Ad Platform for the placement of Ad Units.
“Traffic Spend” means the gross amount of all fees and related costs billed by Ad Platforms for Traffic Buys made by Client using the AdRizer Platform or by AdRizer on Client's behalf during the applicable period, including, without limitation, all costs associated therewith and all taxes payable thereon.
“Users” means the end users of and visitors to Client Properties.
2.1. Services. From time to time, the parties may execute a service order, statement of work, work order or similar form incorporating these Terms & Conditions by reference (a “Service Order”). Once executed, AdRizer will provide and/or make available the planning, buying, monitoring, analysis, reporting, AdRizer Platform access and/or other services to be provided to Client, based on the service option selected (subject to the terms and conditions of this Agreement. The Services will be provided in connection with the Client Properties, and Ad Units may be placed on Ad Platforms if so designated in a Service Order (which lists may be updated from time to time as requested and approved in writing.)
For Services associated with a Service Order, Ads will be placed through AdRizer or Client accounts for each Ad Platform, as indicated on the Service Order, or as designated at the time the list of Ad Platforms is updated. In the event that the account through which Ad Units are to be placed is not designated on a Service Order (or subsequent update) for one or more Ad Platforms, AdRizer may, in its sole discretion, place the corresponding Ad Units through its own account(s).
To the extent that the Services are to include the creation of Ad Units, except as expressly instructed in writing, AdRizer shall have discretion to (i) select the articles and other content from the Client Properties to be used in the development of Ad Units, (ii) develop the Ad Units, including any and all thumbnail photographs and headlines to be used for such Ad Units, and (iii) allocate and optimize Traffic Spend across Ad Platforms.
2.2. AdRizer Platform. Depending on the Service option selected, AdRizer may provide Client access to the AdRizer Platform to place Traffic Buys in connection with Ad Units created by Client and/or track the performance of Traffic Buys placed. Subject to the terms and conditions of this Agreement, AdRizer hereby grants to Client, during the Term, a non-exclusive, non-transferable, revocable right to access and use the AdRizer Platform solely for its own internal business purposes in accordance with the terms of this Agreement. AdRizer reserves any and all right, title and interest in and to the AdRizer Platform other than the limited rights expressly granted to Client in this Agreement.
2.3. AdRizer Code. Depending on the Service option selected, AdRizer may provide Client access to AdRizer Code to place on Client Properties. Subject to the terms and conditions of this Agreement, AdRizer here by grants to Client, during the Term, a non-exclusive, non-transferable, revocable right to access and use the AdRizer Code solely for its own internal business purposes in accordance with the terms of this Agreement and any applicable Documentation. AdRizer reserves any and all right, title and interest in and to the AdRizer Code other than the limited rights expressly granted to Client in this Agreement.
2.4. Prohibited Conduct. Except as expressly permitted hereunder, Client shall not permit or authorize any third party to:
(i) copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code architecture or algorithms of the AdRizer Platform,
(ii) adapt, alter, modify, improve, translate, or create derivative works of the AdRizer Code,
(iii) bypass or breach any security device or protection used for or contained in the AdRizer Platform,
(iv) translate or create derivative works based on any of the AdRizer Platform,
(v) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the AdRizer Platform available to any third party,
(vi) access or use the AdRizer Platform (or any part thereof) to build a competitive product or service,
(vii) generate queries, clicks, or other paid content through any automated or fraudulent means (including, but not limited to, robots, macro programs and internet agents), or use any other means to commit click fraud, or encourage or require any persons or entities, with or without their knowledge, to click on paid content or enter queries by offering incentives or any other means that are manipulative, deceptive, malicious or fraudulent (collectively, "Click Fraud"), or
(viii) in connection with its use of the Service, violate, infringe or breach any applicable law or regulation, third-party intellectual property rights, and any third-party terms (e.g., Ad Guidelines or Terms of Service) or other contractual obligations with any third party.
Further, Client affirms that the Client Properties and any Client Content do not and shall not contain or promote content that is illegal, inaccurate, misleading, fraudulent, pornographic, obscene, adult, mature, defamatory, hate-related or violent content. AdRizer reserves the right to immediately suspend Client's access to the AdRizer Platform without liability to Client if it suspects that Client is in breach of any of the foregoing.
2.5. Rights to Client Content. To the extent that the Services are to include the creation of Ad Units, Client hereby grants to AdRizer, during the Term, a non-exclusive, transferable right, sub licensable right to access, copy, use, modify, distribute, transmit, display, perform, and create derivative works of any and all content from the Client Properties and any other content provided or made available to AdRizer by Client for use in connection with its performance of the Services (collectively, "Client Content"), for the sole purpose of providing the Services to Client in accordance with the terms of this Agreement, including internal operations and functions, such as operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, AdRizer acknowledges and agrees that, as between Client and AdRizer, Client is the exclusive owner of the Client Content, and nothing in this Agreement shall be construed to limit, impair or adversely affect Client’s rights or interests in the Client Content.
2.6. Proprietary Rights. As between Client and AdRizer, Client is the sole and exclusive owner of all right, title and interest in and to Client Content and Ad Units created by Client, provided, however, that AdRizer shall be the sole and exclusive owner of any Ad Units created by AdRizer, exclusive of the Client Content itself.
2.7. Feedback. Client may from time to time provide suggestions, comments, or other feedback relating to the Services or AdRizer Platform, including for enhancements to the features or functionality thereof (collectively “Feedback”). Client acknowledges that AdRizer shall have full discretion to determine whether and when (if at all) to proceed with the development of any requested enhancements, new features or functionality. Client hereby grants AdRizer a royalty-free, fully paid-up, worldwide, transferable, sub licensable, irrevocable, perpetual license to (i) copy, use, modify, distribute, transmit, display, perform, and create derivative works of the Feedback, including without limitation, the right to develop, market, promote, sell, offer for sale products or services that include, embody or practice the Feedback.
3. FEES & PAYMENT
3.1. Fees. Client agrees to pay AdRizer the applicable fees (the "Fees") for use of the Services as posted on AdRizer’s website, or as described in an applicable Service Order.
If management and/or access fees are set forth in a Service Order, they shall be calculated as a percentage of the Traffic Spend from the immediately preceding month, but not less than the minimum fee amount set forth in the Service Order, except that Client will not be responsible to pay the minimum fee during any Trial Period (defined below).
3.2. Traffic Spend. In the event that Traffic Buys are placed through AdRizer's accounts, Client shall reimburse AdRizer for all Traffic Spend in accordance with the terms of the applicable Service Order.
3.3. Invoices. For Services associated with a Service Order and except as otherwise specified, AdRizer will invoice Client for all management and access fees, and all Traffic Spend reimbursement monthly in arrears, except that if/when the Traffic Spend reaches the advance limit set forth in the Service Order (as modified from time to time by agreement of the parties) prior to the end of the month. Client will be responsible to make immediate payment for the reimbursement of the Traffic Spend upon reaching such limit. Client will pay all invoiced amounts in accordance with the terms of the applicable Service Order.
3.4. Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated, that may be applicable to such amounts payable, excluding any taxes based solely on the income of either party. Client shall be solely responsible for payment of any and all such taxes.
3.5. Reporting. Client acknowledges and agrees that (i) the AdRizer Platform primarily uses its own proprietary technology to track the performance of Ad Units and manage Traffic Buys, (ii) it is the ability of this technology to collect and generate data in near real-time that enables AdRizer to optimize the performance of the Services, and (iii) thus, any reporting and invoices provided to Client in connection with the Services will incorporate primarily (and/or be based primarily on) data collected or generated by the AdRizer Platform, which shall be presumptively accurate, notwithstanding that, when averaged across all Ad Platforms, it may differ by up to one percent (1%) from similar data collected or generated by the applicable Ad Platforms. Client further agrees that, to the extent reporting and/or invoices include data provided by and/or collected from third-party sources, AdRizer is not responsible for (i) the accuracy of any such third-party data (which it may be unable to verify), or (ii) the availability of tracking information from such third party sources. All amounts payable to AdRizer under this Agreement will be paid by Client to AdRizer in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than any deduction or withholding of tax as may be required by applicable Law).
3.6. Billing Disputes. In the event that Client has good cause to dispute a Traffic Spend reported by the AdRizer Platform, AdRizer will provide Client a Traffic Spend report from the applicable Ad Platform for the sole purpose of verifying the Traffic Spend numbers reported by AdRizer. Client agrees that any such information will be subject to the confidentiality obligations of this Agreement, and any additional obligations to which AdRizer is subject by the Ad Platform. In the event that the Traffic Spend reported by AdRizer differs by more than five (5%) from the amount reported by the applicable Ad Platform, AdRizer will credit or Client will pay (depending on directionality of the discrepancy) the difference between the amounts reported.
3.7. Disputed Amounts and Fraud. In the event that AdRizer believes that any Traffic Buy costs have been fraudulently generated by any person, robot, automated program or similar device, including, without limitation, through any Click Fraud, AdRizer may, in its sole discretion, refrain from further Traffic Buys on the applicable Ad Platform. However, Client acknowledges and agrees that AdRizer shall not be responsible to detect or prevent, and Client shall be obligated to remit payment notwithstanding, any such Click Fraud caused by any third party.
3.8. Suspension. AdRizer reserves the right to suspend Client’s access to the AdRizer Platform without notice in the event of Client non-payment of outstanding invoices.
4. TERM & TERMINATION
4.1. Term. The Agreement will be effective from the Effective Date and continue for the period for which Fees are paid or as identified on the applicable Service Order (the “Initial Term”).
4.2. Auto-Renewal. This Agreement will automatically renew for successive periods equal to the Initial Term until the Services are cancelled, and AdRizer will bill Client’s credit card at the start of each Renewal Period for the then current Fees unless otherwise provided in an applicable Service Order. If Client does not pay for the Services on time, including through a declined credit card transaction, AdRizer reserves the right to suspend or terminate Client’s account. AdRizer may change the Fee it charges for Services at any time if not set pursuant to a Service Order, with any such changes applicable for the next Renewal Period. The then current Fee for the Services will be posted on AdRizer’s website.
Notwithstanding the foregoing, for Services associated with a Service Order, the term shall automatically renew in accordance with the renewal term set forth in the Service Order (or if no term is so provided, for 12 months), unless either party provides the other party with written notice of non-renewal prior to the expiration of the then-current Term in accordance with the Service Order (or if no notice period is so provided, 30 days prior to the termination of the then current Term).
Each periodic extension of the Term is referred to herein as a “Renewal Period” and together with the Initial Term, collectively, the “Term”.
4.3. Trial Periods. Notwithstanding the foregoing, in the event that a trial period is specified in a Service Order (a “Trial Period”) either party may terminate the Service Order immediately by providing written notice to the other prior to the first to occur of (a) the expiration of the period of time specified for the Trial Period, or (b) the Traffic Spend made by Client and/or AdRizer on behalf of Client reach the amount set forth on the Service Order (the “Trial Period Expiration”). If neither party terminates in writing within three (3) days after the Trial Period Expiration, the Agreement will continue in effect through the Initial Term and Renewal Periods, as applicable, in accordance with the foregoing.
4.4. Termination for Breach. Either party may terminate this Agreement immediately on written notice to the other party that it is in material breach; provided that, other than a breach by Client of Section 2.4, if the breach is capable of cure, the breaching party will have ten (10) days from the notice date to cure the breach to the non-breaching party’s reasonable satisfaction.
4.5. Effects of Termination. Upon termination or expiration of this Agreement (A) AdRizer may disable Client’s access to the AdRizer Platform and delete any and all related data, and (B) Client shall immediately (i) cease its use of the AdRizer Platform and delete all access credentials, (ii) remove any and all AdRizer Code from the Client Properties and delete any AdRizer Code otherwise in Client’s possession or control, (iii) remove AdRizer's access rights, if any, from its ad server accounts, (iv) cease its use of and delete any and all Ad Units created by AdRizer; (v) delete all of AdRizer's Confidential Information in its possession or control, and (vi) pay AdRizer all amounts owed under this Agreement through the date of termination or expiration. Upon request by AdRizer, Client will affirm to AdRizer that it has complied with all of the foregoing.
5. CONFIDENTIAL INFORMATION
As used herein, “Confidential Information” means any and all information, regardless of whether it is in tangible or intangible form, disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is either (i) marked as confidential or proprietary, (ii) identified in writing as confidential or proprietary within thirty (30) days of disclosure, or (iii) would be reasonably understood by the Receiving party as the Disclosing Party’s Confidential Information at the time of disclosure. Confidential Information includes, without limitation, the AdRizer Code, Documentation, the features and functionality of the AdRizer Platform (both current and planned), or any pricing information provided to Client. For the avoidance of doubt, AdRizer acknowledges that Personally Identifiable Information collected from Clients' Users is Client's Confidential Information, and Client acknowledges that information collected or generated by the AdRizer Platform relating to the performance of the AdRizer Platform or Services, including any aggregate or anonymized data, is AdRizer's Confidential Information; provided that, for purposes of marketing or other publication, (i) it shall not include information that identifies or would reasonably be expected to identify Client or any Client Properties or Users as the source of such data, and (ii) the data is bundled with similar data from AdRizer’s other clients.
Information shall not be deemed Confidential Information if such information: (x) is or becomes known to the Receiving Party without obligation of confidentiality, (y) becomes publicly available other than through a breach of this Agreement by the Receiving Party, or (z) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
The Receiving Party shall use reasonable measures to protect and avoid disclosure and unauthorized use or reproduction of the other party’s Confidential Information. Confidential Information of the Disclosing Party may be disclosed by the Receiving Party only to: (i) such employees and agents of the Receiving Party as may have a need to know such information in the course of their duties; and (ii) legal or financial advisors or potential acquirers or financing sources of the Receiving Party on a need to know basis, provided, that, in each case, such recipients are bound by contractual or professional ethical duties or confidentiality obligations at least as restrictive as those set forth herein. Confidential Information of the Disclosing Party may also be disclosed by the Receiving Party if required by law or valid order of a court or other governmental authority; provided that the Receiving Party delivers reasonable notice to the Disclosing Party and uses commercially reasonable efforts to cooperate with Disclosing Party’s attempt to obtain a protective order. Upon written request of the Disclosing Party, the Receiving Party agrees to promptly return to Disclosing Party or destroy all Confidential Information of the Disclosing Party that is in the possession of the Receiving Party.
6. REPRESENTATIONS & WARRANTIES; DISCLAIMERS
6.1. Mutual Warranties. Each party represents and warrants that (i) it has the required right, power and authority to enter into this Agreement and perform its obligations hereunder, (ii) it shall comply with all laws and regulations applicable to its business, including, without limitation, all privacy, security, and data protection laws and regulations of any applicable jurisdiction, with respect to its activities under this Agreement, (iii) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which it is a party, and (iv) this Agreement constitutes a legal, valid and binding obligation when signed by both parties.
6.2. Additional Warranties. Client further represents and warrants to AdRizer that (i) it shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the AdRizer Platform and Services, including by safeguarding, and maintaining the confidentiality of, all access credentials, (ii) in the event of any such unauthorized access or use, immediately notifying AdRizer, (iii) it shall obtain and maintain all necessary licenses, consents and permissions, including with respect to the Client Content, necessary for AdRizer (including its agents) to provide the Services and otherwise perform its obligations under this Agreement, (iv) it shall provide adequate notice on all Client Properties to permit the collection and use of data contemplated under this Agreement, and (v) it shall use commercially reasonable efforts to ensure that its network and systems comply with any relevant specifications provided by AdRizer to Client in writing from time to time.
6.3. Processing subject to EU General Data Protection Regulation. Notwithstanding the aforementioned, if Client as a data controller is subject to the EU General Data Protection Regulation, Regulation (EU) 2016/679, the data processor agreement together with its annexes (collectively, the "DPA") form an integral part of this Agreement, and to the extent of any conflict or inconsistency between the DPA and this Agreement, the DPA terms shall supersede and control with respect to any and all Personal Data (as defined therein) processed in connection with this Agreement.
6.4. Disclaimers. ADRIZER PROVIDES THE ADRIZER PLATFORM AND SERVICES ON AN “AS-IS” AND "AS AVAILABLE" BASIS AND DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANT ABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ADRIZER DOES NOT WARRANT THAT THE ADRIZER PLATFORM, ADRIZER CODE, OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND THAT ADRIZER IS NOT LIABLE FOR ANY ACTIONS TAKEN BY THIRD PARTIES RELATED TO OR ARISING FROM CLIENT’S USE OF THE ADRIZER PLATFORM OR SERVICES.
7.1. By AdRizer. AdRizer shall defend Client and its officers, directors, employees, and agents (each, a Client “Indemnified Party”) against any third party claim, suit or legal action brought against Client (a “Claim”) arising from (i) an allegation that the AdRizer Platform, when used by Client in accordance with the terms of this Agreement, infringes any intellectual property right of a third party (the “IP Infringement Obligation”), and (ii) a breach of AdRizer's representations and warranties set forth in Section 6. AdRizer’s IP Infringement Obligation will not apply to Claims to the extent arising from (i) Client’s use of the AdRizer Platform in violation of this Agreement, (ii) modification of the AdRizer Platform by any party other than AdRizer without AdRizer’s express consent, or (iii) the combination, operation, or use of the AdRizer Platform with other software, applications, code, product(s), data or services where the AdRizer Platform would not by itself be infringing (collectively, the “Indemnity Exceptions”).
7.2. By Client. Client shall defend AdRizer and its officers, directors, employees, and agents (each, an AdRizer “Indemnified Party”) against any Claim arising from: (i) any of the Indemnity Exceptions, (ii) any Client Properties, Client Content or Ad Unit, (iii) any claims by Users arising from or related to the AdRizer Platform or provision of the Services, or (iv) any breach of Section 2.4 or Client's representations and warranties set forth in Section 6.
7.3. Process. In each case, the indemnifying party shall indemnify the Indemnified Parties against any costs and expenses, including reasonable attorneys’ fees and expenses, and damages actually awarded or paid in connection therewith. The foregoing obligations shall be excused to the extent that the Indemnified Party does not: (i) promptly notify the indemnifying party of the Claim, but only to the extent that the indemnifying party is prejudiced thereby, (ii) tender to the indemnifying party the sole and exclusive authority to defend and/or settle any such Claim; and (iii) reasonably cooperate with the indemnifying party in connection with such Claim.
7.4. IP Claims. If the AdRizer Platform becomes, or in AdRizer’s reasonable opinion is likely to become, the subject of an intellectual property infringement claim, then AdRizer may notify Client and, at AdRizer’s sole option and expense, either: (i) procure the right to continue providing the AdRizer Platform as contemplated by this Agreement, (ii) modify the AdRizer Platform to render it non-infringing (provided that such modification does not materially adversely affect the features or functionality of the AdRizer Platform), (iii) replace the AdRizer Platform with a functionally equivalent, non-infringing service, or (iv) in lieu of the foregoing, AdRizer may terminate this Agreement and refund to Client the Fees paid for the proceeding twelve (12) months for the Services that are the subject of the Claim. The foregoing in this Section shall be AdRizer’s sole liability and Client’s sole remedy for infringement or misappropriation of third-party intellectual property or proprietary rights.
8. LIMITATION OF LIABILITY
ADRIZER SHALL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES ARISING IN CONNECTION WITH THE SUPPLY, USE OR PERFORMANCE OF OR INABILITY TO USE THE ADRIZER PLATFORM OR ADRIZER CODE, OR IN CONNECTION WITH ANY CLAIM RELATING TO THIS AGREEMENT, EVEN IF A REPRESENTATIVE OF ADRIZER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT AGREES THAT ADRIZER’S ENTIRE LIABILITY FOR DAMAGES RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CLIENT TO ADRIZER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. CLIENT ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS SECTION FAIRLY ALLOCATE THE RISKS BETWEEN THE PARTIES, AND THAT ADRIZER HAS RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
Without limiting the foregoing, Client acknowledges and agrees that (i) Client is solely responsible for the Client Properties and Client Content, including its use in Ad Units and on Ad Platforms, and AdRizer shall have no liability therefore, (ii) Client is solely responsible for testing and use of the AdRizer Code on the Client Properties, and AdRizer shall have no liability for any unintended effects, (iii) AdRizer has the right to refuse any Client Property or Client Content, and shall have no liability for any such refusal, (iv) all Ad Units are subject to review and approval by the applicable Ad Platform(s), and (v) AdRizer shall not be liable for any rejection or withdrawal by/from any Ad Platform, whether based on the underlying Client Property, Client Content or Ad Unit.
This Agreement may not be amended or modified, in whole or part, except by a writing signed by duly authorized representative of each party. No provision or part of this Agreement or remedy hereunder may be waived except by a writing signed by a duly authorized representative of the party making the waiver. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. Nothing in this Agreement shall be construed to create a relationship of agency, employment, franchise, joint venture, or partnership. Except as provided herein, neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained shall give rise or is intended to give rise to any rights of any kind to any third parties. In the event that any provision of this Agreement is found to be unenforceable, such provision will be reformed only to the extent necessary to make it enforceable, and such provision as so reformed will continue in effect, consistent with the intent of the parties as of the Effective Date. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its rules of conflict of laws. Each of the parties hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the state and federal courts located in Sarasota, Florida for any litigation among the parties hereto arising out of or relating to the Agreement. All notices under or related to this Agreement will be in writing and will reference the Agreement. Notices will be deemed given when: (i) delivered personally, (ii) sent by confirmed electronic mail, (iii) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a commercial overnight carrier, with written verification of receipt. All notices to Client will be sent to the address provided to AdRizer and all notices to AdRizer will be sent to AdRizer, 1570 Boulevard of the Arts, Suite 200, Sarasota, Florida 34236, Attn: General Counsel, as such addresses may be updated or new addresses designated pursuant to this Section from time to time. Neither party may assign this Agreement, or sublicense any of the rights granted therein, in whole or in part, without the prior written consent of the non-assigning party, which consent will not be unreasonably withheld by the non-assigning party, except that either party may assign this Agreement without such consent to any person or entity controlling, controlled by, or controlled in conjunction with such party or that acquires all or substantially all of the assets and business to which this Agreement relates of the assigning party by merger or purchase. Any attempt by either party to assign or transfer any of the rights, duties or obligations of the Agreement in violation of the foregoing shall be void. In the event of a conflict or inconsistency between these Terms & Conditions and the express terms of a Service Order, the terms of the Service Order shall govern with respect to such terms, solely with respect to the Services provided pursuant to the applicable Service Order. This Agreement, including these Terms & Conditions, together with any Service Orders, constitutes the entire agreement between the parties concerning the subject matter hereof. It supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter, and prevails over any terms or conditions contained on printed forms submitted with purchase orders, sales acknowledgments or quotations. Neither party is liable for failure or delay in performing its obligations because of causes beyond its reasonable control, including acts of God, terrorism, war, riots, fire, earthquake, flood or unanticipated degradation, failure of third party networks or communications infrastructure, or other similar events beyond the reasonable control of a party. Without limiting the generality of the foregoing, and notwithstanding anything to the contrary in this Agreement, AdRizer does not guarantee the AdRizer Platform will be operable at all times or during any downtime caused by outages to any public internet backbones, networks or servers, any failures of equipment, systems or local access services, or for previously scheduled maintenance. Upon termination of this Agreement for any reason, all rights granted hereunder and all obligations of each party shall immediately terminate. Notwithstanding the foregoing, those provisions of this Agreement that, by their nature, would be intended to survive the expiration or termination, shall survive.