Copyright © 2019 All Rights Reserved by LifeStreet Inc.
LIFESTREET PUBLISHERBy clicking the box captioned I agree to terms and conditions on the web page to which this Publisher Agreement (this Agreement) is linked, you hereby represent and warrant that you are authorized by the publisher that is entering into this Agreement (Publisher) to bind the Publisher to the terms and conditions of this Agreement and will, subject to the terms of Section 15 below, be deemed to have separately entered into this Agreement with (1) LifeStreet Corporation, a Delaware corporation, and/or (2) LifeStreet International, which is a registered trading name of WebAMG Sarl, a company organized under the laws of Switzerland. The term “LifeStreet” as used in this Agreement shall refer to LifeStreet Corporation or LifeStreet International as the context may require based upon the markets in which Publisher is displaying “Ad Units” (as defined below).
SECTION 1. CAMPAIGN GENERALLY
- 1.1 Upon Publisher’s completion of an application for a Publisher account on the web site, https://lifestreet.com, and Publisher’s agreement to be bound by the terms of this Agreement, a Publisher Account (Publisher Account) will be created for Publisher at https://my.lifestreetmedia.com/login (the Publisher Portal). On the Sites tab of the Publisher Portal, LifeStreet and Publisher shall establish, and adjust from time to time, the size and location by which Ad Units (defined herein) will be displayed pursuant to this Agreement.
- 1.2 During the “Term” (as defined below), Publisher shall run, place and display the Ad Units only on web sites and mobile applications owned, operated and/or controlled by Publisher (Publisher Sites), using any “LifeStreet Integration” (defined below) and in compliance with the terms and conditions of this Agreement and applicable laws. Publisher will not run, place, display or link Ad Units on or to any web site or mobile application (including Publisher Sites) that contains indecent, obscene or pornographic material, hate speech, offensive or illegal subject matter, or that relates to illegal or misleading activities.
- 1.3 For the purposes hereof, “LifeStreet Integration” is defined as the process by which connection and communication to the LifeStreet server is made for purposes of delivering or serving Ad Units to Publisher Sites. A LifeStreet Integration becomes available, either via the LifeStreet Software Development Kit, by API Server Integration, or by HTML Insertion Code, either of which is licensed to Publisher hereunder. For the purposes hereof:
- 1.3.1 “LifeStreet Software Development Kit” (hereafter, LifeStreet SDK) is defined and licensed hereunder as the compiled or source code version of the licensed computer software programs provided by LifeStreet for downloading and use for the sole purpose of connecting Publisher Sites to the LifeStreet servers for the purposes of delivering Ad Units.
- 1.3.2 “API Server Integration” (hereafter API Integration) is defined and licensed hereunder as programmatic API calls used for communicating with the LifeStreet servers for the sole purpose of requesting, delivering and transmitting Ad Units to the Publisher Sites.
- 1.3.3 “LifeStreet HTML Insertion Code” (hereafter HTML Insertion Code) means the software code licensed hereunder and made available by LifeStreet on the Publisher Portal from time to time for the sole purpose of delivering or serving Ad Units to Publisher Sites. HTML Insertion Code includes, but is not limited to, LifeStreet Tags (as described below) incorporated therein.
- 1.3.4 “LifeStreet Tags” means scripts made available by LifeStreet on the Publisher Portal from time to time that are designed to be inserted into the HTML code of web pages within Publisher Sites, which scripts communicate with servers designated by LifeStreet and request transmission from those servers of Ad Units.
- 1.4 Publisher’s use of any LifeStreet Integration will not violate any third party restrictions that may exist. Further, Publisher shall not alter, sell or disclose the LifeStreet Integration, or any component thereof, in any way without LifeStreet’s prior written consent. Publisher understands, agrees, and accepts that any source code licensed by LifeStreet to Publisher shall be used by Publisher solely for the purposes of serving Ad Units as described in this Agreement.
- 1.5 Publisher is solely responsible, at its own expense, for procuring, maintaining and operating all hardware, software, networks, systems and third-party services (e.g., Internet access) necessary to (a) operate Publisher Site(s), (b) use the LifeStreet Integration, (c) display/serve the Ad Units, and (d) access and use the Publisher Portal. LifeStreet will provide reasonable assistance to implement the LifeStreet Integration. Notwithstanding the previous sentence, Publisher is solely responsible for ensuring that such hardware, software, networks, systems and third-party services are compatible with the Publisher Portal, LifeStreet Integration and the Ad Units, and LifeStreet makes no representation or warranty (express or implied) regarding any such compatibility.
SECTION 2. OBLIGATIONS OF THE PARTIES
- 2.1 LifeStreet will host, serve, deliver, and track responses to LifeStreet and third party advertisements provided by LifeStreet by means of the LifeStreet Integration, which may include display advertisements, other creative elements and intellectual property, links, banners, buttons, and other promotional features (collectively defined as Ad Units), on or through the Publisher Sites that Publisher and LifeStreet designate in the Publisher Portal from time to time to display the Ad Units in accordance with the terms of this Agreement (the Program Sites). This arrangement will be referred to herein as the “Program”.
- 2.2 Subject to the terms and conditions of this Agreement, LifeStreet hereby grants Publisher a limited, non-exclusive, non-sublicensable, non-transferable right during the Term to use the LifeStreet Integration methods for the purpose of displaying Ad Units, in each case on the Program Sites in connection with the Program and in accordance with the terms of this Agreement and applicable laws. LifeStreet hereby reserves all rights in and to the LifeStreet Integration that are not expressly granted to Publisher hereunder.
- 2.3 Publisher agrees that LifeStreet will serve the Ad Units to the Program Sites. Publisher agrees to comply with the specifications provided by LifeStreet from time to time to enable proper delivery, display, tracking, and reporting of the Ad Units in connection with the Program Sites, by not modifying the embed code or other programming in the LifeStreet HTML Insertion Code in any way, unless expressly authorized in writing by LifeStreet.
- 2.4 Publisher acknowledges and agrees that Publisher is solely responsible for the Publisher Sites, including all content and materials, and maintenance and operation thereof; the proper implementation of LifeStreet’s specifications; and adherence to the terms of this Agreement. Publisher agrees to direct to LifeStreet, and not to any person or entity, any communication regarding any Ad Unit displayed in connection with the Publisher Sites. LifeStreet reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access or modify Ad Units or to fabricate, simulate, distort or improperly increase any Revenue Event (as defined below), or any activity prohibited by this Agreement. LifeStreet is not responsible for or liable for anything related to the Publisher Sites, including without limitation the receipt of requests from end users of the Publisher Sites or the transmission of data between the Publisher Sites and LifeStreet. LifeStreet shall not be obligated to provide notice to Publisher in the event that any Ad Unit is not being displayed properly to, or Revenue Event is not being completed properly by, end users of the Program Sites. A “Revenue Event” means a purchase of, or generation of a lead for the sale of, products or services (by or to end users of the Program Sites) through and by means of the Ad Units displayed by Publisher on the Program Sites, if such purchase or lead generation occurs during the Term and results in LifeStreet’s actual receipt of Advertising Revenues under LifeStreet’s agreement with the applicable advertiser, which Revenue Events may include without limitation clicks, impressions, or installations. Publisher acknowledges and agrees that Publisher is solely responsible for accuracy of payee information entered into the Publisher Portal and any payment(s) remitted by LifeStreet to the specified payee listed in the Publisher Portal shall fulfill LifeStreet’s obligation for such payment(s).
SECTION 3. PROHIBITED USESPublisher shall not, and shall not authorize, encourage or permit any third party to: (i) directly or indirectly generate Revenue Events, or impressions of or clicks on any Ad Unit, through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated requests, and/or the unauthorized use of other optimization services and/or software; (ii) edit, modify, filter, or change the order of the information contained in, any Ad Unit, or remove, obscure or minimize any Ad Unit in any way; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad Unit (Advertiser Page); (iv) redirect an end user away from any Advertiser Page, or provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; intersperse any content between the Ad Unit and the Advertiser Page; or otherwise provide anything other than a direct link from an Ad Unit to an Advertiser Page; (v) display or create a link to any Ad Unit on any error page on any chat page, in any email, or on any Web page that contains any pornographic, hate-related, copyright-infringing, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Ad Units through or from, or otherwise incorporate the Ad Units in, any software application, web page, or other means other than the Program Sites, and then only to the extent expressly permitted by this Agreement; or (vii) crawl, spider, index or in any non-transitory manner store or cache information obtained from any Ad Units or Revenue Events, or any part, copy, or derivative thereto. Publisher acknowledges that: LifeStreet reserves the right to decide whether Web page violates these Terms and Conditions; any violation or attempted violation of any of the foregoing is a material breach of this Agreement. Publisher shall not retain or use any non-public or personally identifiable information provided by end users of the Program Sites on Advertiser Pages or otherwise through or in connection with Ad Units. Publisher will handle and protect all non-public or personally identifiable information provided by end users of the Program Sites in accordance with all applicable laws.
SECTION 4. TERM AND TERMINATION
- 4.1 The term of the Agreement (the Term) shall begin on the date you accept and agree to be bound by this Agreement as provided above and continue until termination as provided in this Section 4.
- 4.2 Copyright Violation. LifeStreet may terminate Publisher Account and access rights of any repeat infringer.
- 4.3 Termination for Convenience. Either party may terminate the Agreement for convenience upon at least 24 hours prior written notice to the other party.
- 4.4 Effect of Termination. Upon termination of this Agreement by any party for any reason, all of Publisher s rights and licenses under this Agreement, including (without limitation) with respect to the use of Ad Units and LifeStreet Integration, shall terminate and Publisher shall immediately disable any LifeStreet Integration implemented hereunder. However, Sections 5, 6, 7, 8, 9, and 12-15 shall survive termination of the Agreement. Publisher understands and agrees that it shall be responsible hereunder for any failure by Publisher to disable any LifeStreet Integration as set forth in the first sentence of this Section 4.3.
SECTION 5. CONFIDENTIALITYPublisher agrees not to disclose LifeStreet Confidential Information without LifeStreet’s prior written consent. LifeStreet “Confidential Information” means any and all non-public, confidential or proprietary information of LifeStreet, its affiliates, or their respective advertisers, customers and clients, and includes without limitation: (a) all software, technology, programming, specifications, materials, guidelines and documentation, and other intellectual property, used in or relating to the Program (collectively the Advertising Companies Technology); (b) click-through rates or other statistics relating to performance in the Program provided to Publisher by LifeStreet; (c) any other information designated in writing by LifeStreet as Confidential or an equivalent designation; (d) any and all plans, strategies, tactics, policies, resolutions, inventions, patents, trademarks, service marks, copyrights, copyrightable material, trade secrets, know how, technical information, technical drawings and designs, patent or trademark applications and other intellectual property and similar rights of LifeStreet or its affiliates (LifeStreet IP), (e) any and all marketing information, sales or product plans, prospects and market research data of LifeStreet or its affiliates, (f) any and all financial information, cost and performance data and any debt arrangements, equity ownership or securities transaction information of LifeStreet or its affiliates, (g) any and all personnel information, personnel lists, resumes, personnel data, organizational structure, compensation and performance evaluations of LifeStreet or its affiliates, (h) any and all customer, advertiser, vendor or supplier information of LifeStreet or its affiliates, and (i) any other information of whatever nature, including, without limitation, information which gives to LifeStreet or its affiliates an opportunity to obtain an advantage over its competitors who or which do not have access to such information. Publisher may accurately disclose the amount of payments received by it pursuant to the Program. LifeStreet Confidential Information does not include information that has become publicly known through no breach by Publisher, or information that has been (i) independently developed without access to LifeStreet Confidential Information, as evidenced in writing; (ii) rightfully received by Publisher from a third party who or which is not subject to a duty of confidentiality to LifeStreet or its affiliates; or (iii) required to be disclosed by law or by a governmental authority.
SECTION 6. ADVERTISING CONTENTPublisher acknowledges and agrees that Ad Units may include links to other websites or resources, and that LifeStreet has no control over (and is merely a passive conduit with respect to) any Ad Units or such websites or other resources that may be submitted or published by any advertiser or third party. LifeStreet is not responsible for the availability of such third party external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such third party external websites, Advertiser Pages or resources (Third Party Content). Publisher acknowledges and agrees that LifeStreet shall have no responsibility or liability whatsoever for any damage, loss, cost, expense, claim or liability caused, incurred or alleged to be caused or incurred by or in connection with use of or reliance on any content, goods or services available on or through any website, Advertiser Page or resource, whether third party or internal to LifeStreet. All correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Ad Units, the Program and any Third Party Content or internal content to LifeStreet, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Publisher (or Publisher s end users) and such advertiser.
SECTION 7. NO WARRANTYNo Warranty. LIFESTREET MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE AD UNITS, THE LIFESTREET HTML INSERTION CODE, LIFESTREET SDK, API INTEGRATION, OR THE PROGRAM, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. WHETHER OR NOT AD UNITS ARE BASED ON LIFESTREET OR NON-LIFESTREET CONTENT, THE PARTIES AGREE LIFESTREET SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF OR FAILURE TO DISPLAY SUCH AD UNITS.
SECTION 8. LIMITATIONS OF LIABILITYEXCEPT FOR THE OBLIGATIONS UNDER SECTIONS 5 AND 12, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS) WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) LIFESTREET S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY LIFESTREET TO PUBLISHER DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST LIFESTREET UNDER OR PURSUANT TO THIS AGREEMENT MORE THAN THREE (3) MONTHS AFTER THE END OF THE TERM.
SECTION 9. REVENUE SHARE
- 9.1 LifeStreet will pay Publisher a portion of the Advertising Revenues (as defined below) that LifeStreet actually receives for the Revenue Events completed during the Term. All payments to Publisher by LifeStreet shall be made in United States Dollars. Payments to Publisher by LifeStreet shall be monthly during the Term unless otherwise approved by LifeStreet. LifeStreet may change the pricing, payment structure, payment timing and/or other payment terms applicable to this Agreement at any time in its sole discretion, and LifeStreet shall make reasonable efforts to ensure revenues payable to Publisher are reflected in a Publisher reporting interface on the Publisher Portal. If Publisher does not agree to LifeStreet’s payment structure or payment terms under or in connection with this Agreement, as in effect from time to time, Publisher’s sole remedy shall be to terminate this Agreement as provided in Section 4. “Advertising Revenues” means the payments actually received by LifeStreet from an advertiser by reason of a Revenue Event that occurs during the Term, excluding (and net of) any applicable taxes, chargebacks, refunds and other adjustments (including without limitation for undelivered or misdelivered impressions), any costs of collection, and any third party commissions, referral fees and revenue shares (including without limitation agency fees).
- 9.2 Notwithstanding anything to the contrary herein, LifeStreet shall not be liable for any payment based on: (a) any amounts that result from invalid Revenue Events, or invalid clicks or impressions on Ad Units generated by any person, bot, automated program or similar device, as reasonably determined by LifeStreet, including without limitation through any clicks or impressions (i) originating from Publisher s IP addresses or computers under Publisher s control, (ii) solicited by payment of money, false representation, or request for end users to click on Ad Units, or (iii) solicited by payment of money, false representation, or any illegal or otherwise invalid request for end users to complete Revenue Events; (b) clicks co-mingled with a significant number of invalid clicks described in (a) above, or as a result of any breach of this Agreement by Publisher. LifeStreet reserves the right to withhold payment or charge back Publisher s account the amounts due to any of the foregoing or any breach of this Agreement by Publisher, or pending LifeStreet’s reasonable investigation of any of the foregoing or any breach of this Agreement by Publisher, or in the event that an advertiser whose Ad Units are displayed in connection with the Program defaults on payment for such Ad Units to LifeStreet. If Publisher is past due on any payment to LifeStreet (pursuant to this Agreement or otherwise), LifeStreet reserves the right to (x) withhold payment to Publisher under this Agreement until all outstanding payments by Publisher have been made, or (y) reduce and offset amounts owed by LifeStreet to Publisher by amounts owed by Publisher to LifeStreet.
- 9.3 Publisher agrees to pay all applicable taxes or charges imposed by any government entity in connection with its participation in the Program, including with respect to all payments made to it pursuant to this Agreement. To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher s account, including without limitation for U.S. taxpayers: a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers: a fully-completed Form W-8BEN, or other form, and a signed certification by the Publishers stating the Publishers Foreign Status as required by U.S. tax authorities. If LifeStreet believes it is obligated to obtain tax information from Publisher and Publisher does not provide this information after LifeStreet has requested it, LifeStreet may withhold payments until Publisher provides this information or otherwise satisfies LifeStreet that Publisher is not a person or entity from whom LifeStreet is required to obtain tax information. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment.
- 9.4 If Publisher disputes any payment made under the Program, Publisher shall notify LifeStreet in writing within thirty (30) days of any such payment; failure to so notify LifeStreet shall result in the waiver by Publisher of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by LifeStreet. No other measurements or statistics of any kind shall be accepted by LifeStreet or have any effect under this Agreement. The payments made under this Agreement are payable to the Publisher only, and may not be transferred or assigned in any manner, or passed on to any third party (including distributed to web sites owned, operated and/or controlled or managed by Publisher that require separate payments) unless expressly authorized in writing by LifeStreet.
- 9.5 LifeStreet makes no guarantee regarding the number, timing, or completion of Revenue Events, or regarding the amount of any payments, individually or in the aggregate, to be earned by or paid to Publisher under this Agreement.
SECTION 10. PUBLICITYPublisher agrees that during the term of this Agreement, LifeStreet may use Publisher’s name and logo in presentations, marketing materials, customer lists, financial reports, and web page listings.
SECTION 11. REPRESENTATIONS AND WARRANTIESPublisher represents and warrants that (a) all of the information provided by Publisher to LifeStreet to enroll in the Program is correct and current; (b) Publisher is the owner of each Publisher Site or controls such Publisher Site and is legally authorized to act on behalf of the owner of such Program Sites for the purposes of this Agreement and the Program; (c) Publisher has all necessary right, power, and authority to enter into this Agreement and to perform the acts required of Publisher hereunder; and (d) Publisher has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in its performance of any acts hereunder. Publisher further represents and warrants that throughout the term of this Agreement the Publisher Sites and all material displayed thereon: (i) do and will continue to comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent or illegal in content.
SECTION 12. INDEMNIFICATIONPublisher agrees to indemnify, defend and hold LifeStreet, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (including without limitation applicable advertisers, syndication partners, licensors, licensees, consultants and contractors) (each, an Indemnified Person ) harmless from and against any and all liabilities, losses, claims, costs and expenses (including damage awards, settlement amounts, and reasonable legal fees), incurred or suffered by any Indemnified Person(s), arising out of, related to or in connection with (a) Publisher s use of the Ad Units, LifeStreet Integration, the Publisher Portal, or the Program, (b) the Publisher Sites, and/or (c) Publisher’s breach of or performance under any term of this Agreement.
SECTION 13. LIFESTREET RIGHTSPublisher acknowledges that LifeStreet owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program and all related elements (including but not limited to the Advertising Companies Technology (including LifeStreet Integration), Ad Units and LifeStreet IP, excluding only items licensed by LifeStreet from third parties. Publisher will not acquire any right, title, or interest in or to the Program or any related elements (including but not limited to the Advertising Companies Technology (including the LifeStreet Integration), Ad Units and LifeStreet IP), whether or not licensed by LifeStreet from third parties (collectively, Excluded IP), except as expressly set forth in Section 2.2 of this Agreement. Publisher will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code or advertising or marketing techniques from any Excluded IP, or create or attempt to create a substitute or similar service or product through use of or access to the Program or Excluded IP. Publisher will not remove, obscure, or alter any Excluded IP. Intellectual Property Rights means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. To the extent that Publisher or its affiliates or any of their respective employees, agents or representatives, makes any modifications, changes, customizations, improvements, enhancements or other derivative works from, based upon or using and Excluded IP (collectively, Derivative Works), Publisher hereby agrees that title to and ownership of all such Derivative Works and all goodwill related thereto (including without limitation all intellectual property rights) shall vest in LifeStreet. Publisher hereby assigns all right, title, and interest in and to all such Derivative Works and all related goodwill to LifeStreet and its successors and assigns forever. Whenever Publisher is requested to do so by LifeStreet, during or after the Term, Publisher shall, and shall cause its affiliates and their respective employees, agents or representatives to, promptly execute and deliver any and all applications, assignments or other documents or instruments deemed necessary or advisable by LifeStreet to apply for and confirm and effectuate full and exclusive ownership of such Derivative Works and all associated goodwill in LifeStreet, including, but not limited to, ownership of any moral rights under the copyright law of any nation, or any other rights under the intellectual property laws of any nation. The obligations set forth in this Section 13 shall be binding upon the successors, assigns, and legal representatives of Publisher.
SECTION 14. MISCELLANEOUSThis Agreement shall be governed by the laws of the State of California. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated exclusively in the State and federal courts located in San Francisco, California. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Except as otherwise provided in Section 9, any modifications to this Agreement must be made in writing and executed by both parties. The failure to require performance of any provision shall not affect a party s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect. Publisher may not resell, assign, or transfer any of Publisher s rights hereunder without the prior written consent of LifeStreet. Any such attempt without LifeStreet’s consent shall be void. The relationship between LifeStreet and Publisher is not one of a legal partnership relationship, but is one of independent contractors. This Agreement may be executed in one or more counterparts, each executed counterpart (including counterparts delivered by facsimile, e-mail or otherwise) to be deemed an original instrument, and all such counterparts together to be deemed but one agreement. In case any provision of this Agreement shall be invalid, illegal or unenforceable, such provision shall be deemed to be deleted, but the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 15. LIFESTREET COUNTERPARTY OR COUNTERPARTIESTo the extent that Publisher is displaying Ad Units to markets outside the United States of America and its territories and possessions pursuant to this Agreement, this Agreement shall be deemed to constitute the terms of the agreement between Publisher and LifeStreet International regarding such activities. To the extent that Publisher is displaying Ad Units to markets within the United States of America and its territories and possessions pursuant to this Agreement, this Agreement shall be deemed to constitute the terms of the agreement between Publisher and LifeStreet Corporation regarding such activities. This Agreement may operate between Publisher, on the one hand, and LifeStreet Corporation and/or LifeStreet International, on the other hand, simultaneously. The term LifeStreet as used in this Agreement refers to LifeStreet Corporation or LifeStreet International as the context may require based upon the markets in which Publisher is displaying Ad Units. The term party and parties as used in this Agreement refers to both (1) Publisher, and (2) LifeStreet Corporation or LifeStreet International, as the context may require based upon the markets in which Publisher is displaying Ad Units. Notwithstanding anything to the contrary in this Agreement:
- A termination of this Agreement by any party shall constitute a simultaneous termination of this Agreement with respect to both LifeStreet entities;
- LifeStreet Corporation’s obligations and liabilities to Publisher pursuant to this Agreement shall be limited to activities conducted by LifeStreet within the United States of America and its territories and possessions pursuant to this Agreement. LifeStreet International’s obligations and liabilities to Publisher pursuant to this Agreement shall be limited to activities conducted by LifeStreet outside the United States of America and its territories and possessions pursuant to this Agreement. Neither LifeStreet entity shall share, guarantee or be liable for the obligations or liabilities of the other LifeStreet entity pursuant to this Agreement.
- The jurisdictions or markets to which this Agreement applies shall those specified in the Campaign Parameters from time to time. If such jurisdictions or markets do not include markets outside the United States of America and its territories and possessions, then LifeStreet International shall not be deemed to be a party to this Agreement, and if jurisdictions or markets do not include markets within the United States of America and its territories and possessions, then LifeStreet Corporation shall not be deemed to be a party to this Agreement.
- While LifeStreet Corporation shall be the sole obligor with respect to payments due to Publisher in connection with activities conducted within the United States of America and its territories and possessions pursuant to this Agreement, LifeStreet International may remit payments to Publisher on behalf of LifeStreet Corporation in connection with activities conducted within the United States of America and its territories and possessions pursuant to this Agreement. Further, each LifeStreet entity that is a party to this Agreement reserves the right to assign the work to be performed by it under this Agreement to any of its affiliated companies, or to the other LifeStreet entity as it deems to be necessary, advisable or desirable in its sole discretion. Notwithstanding the foregoing, only the LifeStreet entity with which this Agreement is entered (as described above) into shall have any direct obligations or liabilities to Publisher.