DIRECT PUBLISHER AGREEMENT
This Direct Publisher Agreement (“Agreement”), by and between LZ Ad Sales, LLC, a Florida limited liability LZ Ads (“LZ Ads”), and the individual and entity agreeing thereto as set forth in the registration forms (“Publisher”), shall govern the purchase of advertising, submissions and related services from Publisher. LZ Ads and Publisher are each referred to herein as a “Party” and collectively as the “Parties”. The specific type of advertising media, pricing, placement, run, rate, targeting, required field submission and other specific terms for each purchase shall be set forth in an Insertion Order (“IO”). In the event of a conflict between an IO and this Agreement, the IO shall control and govern such term.
1. Insertion Orders:
1.1 Insertion Order Incorporation. From time to time, the Parties may (but are not obligated to) negotiate and execute IO(s) under which Publisher will provide services to LZ Ads or its clients in the form of promotion of campaigns or posting submissions. Each Insertion Order shall constitute a separate contract between the Parties, which contract shall be deemed to incorporate and include the terms and conditions set forth in this Agreement. Each IO shall further specify: (i) the type(s) of inventory to be delivered (e.g., Submission or Completed Action); (ii) the price(s) for such inventory; (iii) the maximum amount of money to be spent pursuant to the IO (if any) and (iv) the start and end dates of the campaign (if any). Other items that may be included are: reporting requirements; any special ad delivery scheduling, ad placement requirements, designated fields for submissions.
1.2 Termination or Cancellation. LZ Ads may cancel any IO on no less than 24 hours prior notice to Publisher, unless a different cancellation period is expressly stated in the IO. In the event of such a cancellation, LZ Ads shall be liable solely for ads actually delivered through the effective date and time of cancellation according to the pricing terms agreed upon by the Parties. Upon any termination or expiration of IO or this Agreement, all licenses granted to Publisher in connection with such IO or hereunder, as applicable, shall immediately terminate, and Publisher shall cease using and promptly return and purge its files of all LZ Ads campaign materials including LZ Ads’ clients campaign materials and return or deletion of all related LZ Ads confidential information. The terms and conditions of this Agreement shall survive the expiration or earlier termination of any such advertising campaign or placement.
2. Publisher Services:
2.1 Promotion of Campaigns. In the event Publisher seeks to promote LZ Ads or its Client’s campaigns the following terms shall apply:
a. Ad and Licensing. LZ Ads will provide Publisher with advertising links, creatives, ad tags, ad copy, and/or HTML, “Subject” and “From” lines, the CAN-SPAM disclosures, and any other disclosures required by applicable law, (collectively "Ad") to promote LZ Ads or its client’s products and services. LZ Ads grants Publisher a revocable, nontransferable, non-sub-licensable, non-exclusive limited license to use the Ad solely for the promotion of LZ Ads product and services on the terms set forth herein.
b. Publisher Services. Publisher agrees to promote LZ Ads through the marketing media identified on the applicable IO (“Services”) Publisher agrees to place Ad on or in Publisher’s marketing media exactly as it was provided. Publisher may not alter Ad in any manner, including resizing of Ads, without written approval from LZ Ads (email approval acceptable). Publisher agrees to perform the Services in full compliance with all applicable laws, rules and regulations governing Publisher’s marketing media and method of syndication. To the extent Publisher wishes to use its own campaign material, Publisher may submit the same to email@example.com. Only if Publisher receives approval may it use its own campaign creatives. Once approved, Publisher may not change the approved creative in any manner without further approval. Failure to use Ad or approved creatives or to obtain written approval to use its own campaign material may result in non-payment, suspension of account and potential termination of agreement.
2.2 Submission of Consumer Information.
- Application. This Section 2.2 applies only to Publisher services involving qualified submissions posted by Publisher which contain consumer generated information meeting certain designated fields to LZ Ads or its clients (collectively “Submission Campaigns”). Third party submissions are not allowed without written permission from LZ Ads (email permission sufficient).
- Definitions. A “Qualified Submission” is defined as an Internet user who registers certain required fields of information on or through Publisher’s owned and operated website or applicable landing page as approved by LZ Ads. An “Invalid Submission” is defined as a submission which fails to satisfy the specifications or fields set forth in the IO or was generated through prohibited, incentivized or fraudulent means. Neither LZ Ads nor its client will pay for an Invalid Submission.
- Payment. LZ Ads shall pay for each Qualified Submission purchased by its client in terms set forth on the applicable IO. LZ Ads invoices based on its client’s reporting. Where available, LZ Ads shall provide Publisher with online access to such reporting. In any event, final counts will be provided in writing within the first seven days of a calendar month of: (i) the number of Qualified Submissions purchased by clients in the prior calendar month; and (ii) each Invalid Submission for which no payment is due from LZ Ads or its client. .
- Ownership. Upon acceptance of a Qualified Submission LZ Ads shall be the sole and exclusive owner of such submission unless and until returned by LZ Ads. Unless returned or rejected, Publisher shall not use, share or remarket for any purposes internally or through a third party. Upon rejection of a Qualified Submission or return of an Invalid Submission, ownership of such submission shall be returned to Publisher and LZ Ads shall make no further use of the submission. LZ Ads or its Client may return submissions for any reason within 90 days after receipt of such submission by Publisher.
- Publisher agrees that at all times during the term of the Agreement, and for a period of three (3) months thereafter, it shall maintain accurate books and records relating to qualified submissions, non-qualified submissions and any payments made or due to Publisher. Publisher agrees that LZ Ads or its designee that is legally bound to obligations of confidentiality and non-disclosure, shall have the right to examine, inspect, audit and review all such books, records and any source documents used in the preparation thereof during normal business hours upon written notice at least five (5) business days prior to the commencement of any such examination, inspection, review or audit. Such audit shall be at LZ Ads sole cost and expense and shall be strictly limited to those books and records that specifically related to the services and sales provided to LZ Ads.
2.3 Sub-Publisher. Publisher shall not use, authorize or permit any third party distributers, packagers, Sub-Publishers, affiliates, networks or advertising syndication partners (collectively “Sub-Publisher”) to publish, distribute or disseminate Ad without the prior express written consent of LZ Ads. Violation of this restriction is a material breach of this Agreement may result in non-payment, suspension of account and termination of agreement in addition to any and all other remedies available at law or in equity without regard for any provision of any IO or other writing that purports to limit LZ Ads’ rights or Publisher’s liability in any way.
2.4 Monitoring. LZ Ads may, but is not required to, monitor Publisher Services, on its own or with the assistance of third parties for compliance with this Agreement. Without limiting the generality of the foregoing, LZ Ads or its agent may monitor for: (a) assurance of compliance with applicable legal requirements of Publisher’s syndicated media; (b) applicable campaign requirements; and (c) honoring of unsubscribe requests in the case of email marketing campaigns. If the monitoring is done by a third Party, such third Party will share all such information with LZ Ads.
3. Tracking and Payment.
3.1. Tracking. Except for Qualified Submissions, LZ Ads will provide Publisher with special hyperlinks for inclusion in the Ad, which must be used in order for LZ Ads to track Completed Actions and Click-Through(s). LZ Ads will have no liability for any failure by Publisher to properly implement such special link formats in any advertising placements. The number of Completed Actions or Click-Through(s) (or other applicable unit) for which payment is due under each IO, shall be as recorded by LZ Ads’ tracking platform. Publisher may also track by and through its own tracking platform.
3.2. Payment. Except for Qualified Submissions, LZ Ads shall compile, calculate, and electronically deliver data required to determine Publisher’s billing and compensation. Publisher will be paid the set amount per payable action as defined and set forth in the IO. If the IO is silent as to the date of payments, then LZ Ads will pay amounts due thirty (30) days after the end of each month, less any taxes required to be withheld under applicable law. LZ Ads reserves the right to reduce any payments owed to Publisher at any time, for invalid actions, events, Publisher technical errors, tracking discrepancies and the like. LZ Ads will not pay for any action that occurs before a campaign is initiated, or after a campaign terminates or which exceeds any preset campaign spend set forth in the IO. LZ Ads will not pay for any payable event derived from fraud, artificial means or utilizing practices which are in violation of this agreement. Invoices submitted to LZ Ads shall be based on LZ Ads reporting unless disputed. LZ Ads will not be required to compensate Publisher for actions that are not recorded due to Publisher’s error. LZ Ads requires a W-9 as a condition of payment.
3.3 Disputed Tracking or Payment. In the event Publisher disputes the tracking or payment by LZ Ads, then: (a) Publisher shall notify LZ Ads of the dispute within five (5) business days of receipt of the final tracking count for the month from LZ Ads; and (b) the Parties will facilitate a reconciliation effort between two sets of tracking data with each Party presenting the basis of its tracking count in good faith to resolve the dispute within fifteen (15) days from the date notice of dispute is presented by Publisher. LZ Ads may withhold payment of the disputed amount(s) of the invoice, and remit to Publisher the undisputed amount(s) in a timely manner. If the discrepancy cannot be resolved by a good faith effort to facilitate the reconciliation effort, then LZ Ads’ tracking count shall be final.
3.4 Payment Units: The IO shall specify one or more of the following unit types and related payment price.
a. Cost Per Action (CPA). LZ Ads will pay Publisher a fee at the rate specified in the IO for each defined completed action generated by Publisher between the start and end dates of any campaign, subject to any shorter period or payment caps specified in the IO.
b. Revenue Share Split (RSS). LZ Ads will pay Publisher a share of revenue received by LZ Ads for the sale of a user registration that meets all of the criteria requested by an LZ Ads’ client including but not limited to: (i) it is conducted at or from the URL provided to Publisher for purposes of separately tracking the registrations delivered pursuant to the applicable IO, and (ii) it is completed by a natural person not already in LZ Ads’ or its clients registration database, who fills out all data fields requested with valid information and otherwise completes the registration process maintained at such URL. LZ Ads’ retains the right of setoffs or claw backs as asserted by LZ Ads’ clients from time to time.
c. Exclusions. No fee shall be payable in connection with (i) any Completed Action or Click-Through generated as the result of any incentive, reward or similar program offered by or through Publisher in exchange for such Completed Action or Click-Through (“Incentivized Clicks”), unless otherwise specified in the IO; (ii) any Completed Action or Click-Through reasonably believed by LZ Ads to have been taken by persons under the age of 13; (iii) any Completed Action or Click-Through by persons reasonably believed by LZ Ads to be located outside the United States, unless the IO specifically mentions that the campaign is targeted outside the United States; (iv) any Completed Action or Click-Through reasonably believed by LZ Ads to have been produced by any automated, computerized or machine driven process or by persons acting on behalf of (or motivated primarily by a desire to benefit) Publisher (“Artificial Clicks”); or where such fee was earned by fraudulent means of Publisher or Sub-Publisher.
4. Publisher Compliance Responsibilities.
4.1 Legal Compliance. Publisher’s websites, databases, emails and all linked content are, and shall remain at all times during the terms of this Agreement, in compliance with all applicable foreign, federal and state laws, including, but not limited to, the Federal Trade Commission Act, as amended, the Federal Communications Act, as amended, Telephone Consumer Protection Act; COPPA, as amended, the CAN-SPAM Act of 2003, as amended, applicable Federal Trade Commission implementing regulations and any and all foreign, federal and state deceptive trade practices statutes, as amended.
4.2 Prohibited Actions. Publisher (a) shall not permit any of its systems, employees, agents or contractors to generate actions through the use of artificial means or incentivization; (b) represents and warrants that it has safeguards in place to prevent its systems, employees, agents and contractors from so generating artificial clicks; and (c) shall immediately notify LZ Ads if it has any reason to believe that artificial clicks might be occurring. If Publisher’s Sub-Publishers are approved by LZ Ads, then Publisher shall not, and shall ensure that each of its permitted Sub-Publisher shall not, publish or display any Ad on any website or through any Sub-Publisher which LZ Ads has not provided, approved or has withdrawn approval. Publisher’s violation of this Section 4 shall give LZ Ads the right to suspend or immediately terminate this Agreement and pursue all other remedies available to it at law or in equity. Publisher shall at no time, engage in, disseminate, promote, or otherwise distribute, any Ads through the use of contextual media, specifically downloadable software (also called adware, spyware, pop-up/pop-under technologies, plug-ins, and other names, as applicable) without written approval by LZ Ads. This prohibition applies equally to Publisher and any of its Sub-Publishers.
5.1 Confidential Information. Each Party shall keep confidential and shall not disclose confidential information of the other Party, and shall not use such information except as required to perform its obligations under this Agreement. For the purposes of this Agreement, “Confidential Information” means all business or technical information of a Party, whether it is received, accessed or viewed by the other party in writing, visually, electronically or orally. Confidential Information shall include, without limitation, technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts, identity of or details about actual or potential customers or projects, techniques, inventions, discoveries, know-how and trade secrets. Confidential Information need not be designated as "Confidential" or "Proprietary" if the same is reasonably regarded in the industry as being of a confidential nature, or if provided orally or visually, is identified as confidential at the time of disclosure, or would reasonably be regarded as being of a confidential nature. Each party will observe in respect of the confidential information of the other the same standards and practices as it observes for its own confidential information of similar character and importance but in any event not less than commercially reasonable standards and practices. Each Party acknowledges that a breach of this Section 5 may cause the other Party irreparable harm and that the harmed Party shall be entitled to appropriate injunctive relief in the event such breach is threatened or occurs. For the purposes of this Section 5, the following shall not constitute “confidential information”: (a) information in the public domain; (b) information already known to the receiving Party; (c) information acquired by the receiving Party from another source without violation of any confidentiality obligation; and (d) information developed by a Party independently of information received from the disclosing Party.
5.2 Campaign Information and Customer Data. In addition to and without limiting the foregoing, Publisher shall keep confidential and not use or disclose any data pertaining to any campaign (including all information regarding the specific viewing of LZ Ads advertisements, the click-through rates of such advertisements, the number of Completed Actions, Click-Through(s) or Impressions generated under this Agreement, and the demographics of users that respond to the advertisements) to any third party, nor permit such third party to use such data to target any offer or communication to end-users or otherwise to solicit end-users. All such data shall be the property of LZ Ads; provided, however, Publisher may use aggregate demographic information once stripped of any personally identifiable user information or LZ Ads specific information. Unless expressly agreed to in writing by LZ Ads, Publisher shall not disclose to any third party (in marketing materials or otherwise) that LZ Ads is among its advertisers or the pricing or any other terms and conditions of this Agreement.
5.3 Enforcement. The Parties acknowledges that disclosure of Confidential Information by a Party may result in no adequate remedy at law and agrees that the harmed Party shall be entitled to enforce its rights under this Agreement by obtaining appropriate equitable injunctive relief in addition to any other legal remedies available to such party. Such remedy may be sought without the requirement of a posting of a bond or undertaking.
6. Representations and Warranties.
6.1. Mutual Representations. Each Party represents and warrants that: (i) it has the right to enter into and fully perform the Services contemplated herein; and (ii) there is no outstanding contract, commitment, or Agreement to which it is a Party that conflicts with this Agreement. Neither Party makes any guarantee, representations, nor warranties express or implied, as to the level of consumer response that will result from the Ad or Publisher Services.
6.2 LZ Ads Representations. LZ Ads represents and warrants that: (1) Ads are in compliance with all applicable laws, rules and regulations; and (ii) Ads do not violate any third party intellectual property rights.
6.3. Publisher Representations. Publisher represents and warrants that:
a. It shall comply, and cause its Sub-Publishers to comply with all applicable international, federal, state and local laws, rules and regulations in the performance of its Services under this Agreement;
b. Publisher’s websites, databases, emails and all linked content are, and shall remain at all times during the terms of this Agreement, in compliance with all applicable foreign, federal and state laws, including, but not limited to, the Federal Trade Commission Act, as amended, the Federal Communications Act, as amended, Telephone Consumer Protection Act; COPPA, as amended, the CAN-SPAM Act of 2003, as amended, applicable Federal Trade Commission implementing regulations and any and all applicable foreign, federal and state deceptive trade practices legislation, as amended;
c. Publisher’s websites, databases, emails and all linked content do not: (1) promote racism, hate mongering or other objectionable content; (2) contain any investment or money making opportunities or advice not permitted by applicable laws, rules and regulations; (3) contain any gratuitous violence or profanity or other explicit vulgar or obscene language; (4) contain or post to any sexually explicit images or other offensive content or adult Services; (5) promote illegal substances, alcohol or tobacco; or (6) promote software piracy or otherwise violate any intellectual property rights of third Parties;
d. Publisher will not engage in any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic or websites that are point, lottery or rewards based and encourage users to click on LZ Ads links or use Ad to generate revenue for users to win points, get rewards, or other incentives are prohibited unless expressly approved in writing from LZ Ads; Publisher shall not: (1) violate any third-Party terms and conditions, which includes, but is not limited to, unauthorized use of a third-Party website for commercial gain or post bulletins to non-owned account; (2) use deceptive or misleading practices such as the use of spyware, adware, devices, Programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a lead; and (3) use any deceptive form of advertising which includes, but is not limited to, phishing, sending an email to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identify theft or other activity;
7. LIMITATION OF WARRANTIES.
DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, LZ ADS CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ALL ADS AND SERVICES OF THE PARTIES HEREIN, ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND THE PARTIES MAKE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, AND: (i) MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; (iii) THAT A PARTY’S SECURITY METHODS EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS; (iv) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON; OR (v) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY’S “INFORMATION” (WEBSITE). ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK, AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.
8. Limitation of Liability.
WITH THE EXCEPTION OF A BREACH OF CONFIDENTIALITY, THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY, OR AS REQUIRED TO INDEMNIFY A PARTY HEREUNDER, OR AS OTHERWISE EXPRESSLY SET FORTH HEREIN, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR ANY INCIDENTIAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR LOST OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL LZ ADS’ LIABILITY EXCEED THE FEES PAID TO PUBLISHER IN THE THREE MONTHS PRIOR TO THE CLAIM ARISING.
9. LZ Ads Indemnification.
LZ Ads shall defend, indemnify and hold Publisher and its employees, officers, directors, shareholders, contractors and agents harmless from any and all third party claims, or cause of action, including, without limitation reasonable legal fees and expenses, arising out of or related to any third-party claim that, if true, would constitute a material breach of any of LZ Ads’ representations, warranties or agreements contained herein. Publisher shall promptly notify LZ Ads in writing of any such claim and promptly tender the control of the defense and settlement of any such claim to LZ Ads at LZ Ads’ expense; provided that failure to give prompt notice will not relieve LZ Ads from its indemnification obligation, except to the extent of liabilities that would have been avoided had prompt notice been given; and provided further, however, that LZ Ads may not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects Publisher’s rights without Publisher’s prior written consent. Publisher shall cooperate with LZ Ads, in defending or settling such claim. Publisher may join in the defense of any such matter with counsel of its own choice and at its own expense. The foregoing indemnity shall not apply to claims arising out of any modifications made to the Ad by Publisher, or out of additional materials supplied by Publisher, nor for any use of the Ad not expressly authorized by this Agreement. THE FOREGOING CONSTITUTES PUBLISHER’S SOLE AND EXCLUSIVE REMEDY, AND LZ ADS’ SOLE LIABILITY IN THE EVENT OF ANY CLAIM REGARDING THE AD, PUBLISHER’S USE OF AD OR THE LINK TO ANY SITE DESIGNATED BY LZ ADS.
10. Publisher’s Indemnification.
Publisher shall defend, indemnify and hold LZ Ads and its affiliates and each of their employees, officers, directors, shareholders, contractors and agents harmless from any and all liability, loss, damage, expense, claim, or cause of action, including, without limitation reasonable legal fees and expenses, arising out of or related to: (a) Publisher’s products or services; (b) any alteration of any Ad by Publisher or its agents or representatives or third parties acting on its behalf or under its authority or control; (c) any material breach by Publisher of any of Publisher’s representations, warranties or agreements contained in this Agreement; or (d) any material breach by any email list provider, broker or other third party selected by Publisher to administer email campaigns of any obligation imposed on Publisher or any such third-party, regardless of whether or not LZ Ads shall have consented to any such relationship, by this Agreement. LZ Ads shall promptly notify Publisher in writing of any such claim and promptly tender the control of the defense and settlement of any such claim to Publisher at Publisher’s expense; provided that failure to give prompt notice will not relieve Publisher from its indemnification obligation, except to the extent of liabilities that would have been avoided had prompt notice been given; and provided further, however, that Publisher may not settle any such claim in a manner that imposes any non-indemnified costs or otherwise adversely affects LZ Ads’ rights without LZ Ads’ prior written consent. LZ Ads shall cooperate with Publisher, at Publisher’s expense, in defending or settling such claim. LZ Ads may join in defense with counsel of choice at its own expense.
11. General Terms.
A. Notices. All notices, requests, consents, demands or other communications given under this Agreement shall be in writing and shall be deemed duly given and received (a) upon personal delivery to the Party to whom it is directed; (b) three (3) business days after being sent by certified or registered mail return receipt requested, to the Party to whom it is directed, postage and charges pre-paid; (c) one business day after being sent by express overnight delivery by a national carrier to the Party to whom it is directed; (d) upon being transmitted by facsimile to the Party to whom it is directed so long as the sender retains the confirmation copy indicating that the facsimile was received by the Party to whom it is directed; or (e) upon actual delivery followed by the sending of an acknowledgment of receipt if sent by electronic mail or any other electronic means (electronic mail or any other electronic means shall constitute a writing for purposes of this Agreement). All notices, requests, consents, demands and other communications shall be addressed at the addresses set forth on the most current Insertion Order which addresses may be changed from time to time by either Party by providing notice to the other in the manner set forth above.
B. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
C. Waiver. The failure of a Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with that provision or any other provision of this Agreement.
D. Applicable Law and Binding Arbitration. All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Florida. The Parties agree and consent to have all disputes regarding this agreement resolved by final and binding arbitration before the American Arbitration Association, Commercial Division pursuant to the commercial arbitration rules and procedures. The Parties agree to conduct the arbitration in county and state of LZ Ads’ primary office at the time the dispute arose and each Party shall bear the costs of such arbitration. The parties specifically waive any international treaties or other international law which may govern the court or location of resolution of any dispute between them. This provision was a bargained for relinquishment of both parties rights to jurisdiction in their respective states or countries. The Parties waive the personal service of any process upon them and agree that service may be completed by overnight mail (using a commercially recognized service) or by U.S. Mail with delivery receipt to the address stated in this Agreement. The prevailing Party in any arbitration shall be entitled to an award of attorney fees and costs for such arbitration.
E. Entire Agreement. This Agreement and the applicable IO[s] contains the entire agreement between the parties with respect to the subject matter of this Agreement, and this Agreement and the applicable IO[s] supersede any prior written or oral discussions, agreements and/or undertakings of any kind and nature between the parties with respect to the subject matter of this Agreement. Except as provided or contemplated by this Agreement, this Agreement shall not be amended except in writing and signed by authorized representatives of both parties.
F. Relationship. The parties agree that they are independent contractors in performing the Services and that their relationship shall not constitute a partnership, joint venture or agency. Neither Party (i) is an employee, agent or legal representative of the other Party, or (ii) shall have any authority to represent the other Party or to enter into any contracts or assume any liabilities on behalf of the other Party. Each Party retains all the rights and privileges of sole employer of its employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such employees. Neither Party shall have any right to receive any employee benefits as are in effect generally for the other party employees. Nothing in the Agreement is intended or shall be construed to give any person other than the Parties hereto, their respective successors and assigns, any legal or equitable right, remedy or claim under or in respect of the Agreement or any provision contained herein.
G. Electronic Signature. Publisher acknowledges and agrees that by clicking on the button labeled “Agree” or such similar links as may be designated by LZ Ads to accept the terms and conditions of this Agreement, Publisher is submitting a legally binding electronic signature and is entering into a legally binding contract. Publisher acknowledges that its electronic submissions constitute its agreement and intent to be bound by this Agreement and all terms contained therein. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 ("E-Sign Act") or other similar statutes, PUBLISHER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY LZ Ads. Further, Publisher hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.