1. INSERTION ORDERS AND INVENTORY AVAILABILITY
1.1 From time to time, parties may negotiate insertion orders (“IO”s) under which a Jemm Media will deliver advertisements provided by Agency/Client (“Ad(s)”) to Jemm Media’s site(s) (the “Site”) for the benefit of an Agency/Client or Advertiser. At Agency/Client’s discretion, an IO may either be submitted by Agency/Client to Jemm Media or be submitted by Jemm Media, signed by Agency/Client and returned to Jemm Media. In either case, an IO will be binding only if accepted as provided in Section I(b) below. Each IO shall specify: (a) the type(s) and amount(s) of inventory to be delivered (e.g., impressions, clicks or other desired actions) (the “Deliverables”); (b) the price(s) for such Deliverables; © the maximum amount of money to be spent pursuant to the IO (if applicable), (d) the start and end dates of the campaign, and (e) the identity of and contact information for any third party ad server (“3rd Party Ad Server”), if applicable. Other items that may be included are, but are not limited to: reporting requirements such as impressions or other performance criteria; any special Ad delivery scheduling and/or Ad placement requirements; and specifications concerning ownership of data collected.
1.2 Jemm Media will make commercially reasonable efforts to notify Agency/Client within two business days of receipt of an IO signed by Agency/Client if the specified inventory is not available. Acceptance of the IO and these Terms and Conditions will be made upon the earlier of (a) written (which, unless otherwise specified, for purposes of these Terms and Conditions shall include paper, fax, or e-mail communication) approval of the IO by Jemm Media and Agency/Client; or (b) the display of the first Ad impression by Jemm Media, unless otherwise agreed upon in the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless signed by both parties.
1.3 Revisions to accepted IOs must be made in writing and acknowledged by the other party in writing.
2. AD PLACEMENT AND POSITIONING
2.1 Jemm Media must comply with the IO, including all Ad placement restrictions, requirements to create a reasonably balanced delivery schedule, and provide within the scope of the IO, an Ad to the Site specified on the IO when such Site is called up by an Internet user. Any exceptions must be approved by Agency/Client in writing.
2.2 Jemm Media will use commercially reasonable efforts to provide Agency/Client at least 10 business days, prior notification of any material changes to the Site that would change the target audience or significantly affect the size or placement of the Ad specified in the affected IO. Should such a modification occur with or without notice, as Agency/Client’s and Advertiser’s sole remedy for change or notice, Agency/Client may immediately cancel the remainder of the IO without penalty within the 10-day notice period. If Jemm Media has failed to provide such notification, Agency/Client may cancel the remainder of the IO within 30 days of such modification, and in such case shall not be charged for any affected Ads delivered after such modification.
2.3 Jemm Media will submit or otherwise make electronically accessible to Agency/Client within two business days of acceptance of an IO final technical specifications, as agreed upon by the parties. Changes to the specifications of the already-purchased Ads after that two business day period will allow Advertiser to suspend (without impacting the end date unless otherwise agreed by the parties) delivery of the affected Ad for a reasonable time in order to either (i) send revised artwork, copy, or active URLs (“Advertising Materials”); (ii) request that Jemm Media resize the Ad at Agency/Client’s cost, and with final creative approval of Agency/Client, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within 5 business days, immediately cancel the remainder of the IO for the affected Ad without penalty.
2.4 Ad delivery shall comply with editorial adjacencies guidelines stated on the IO. As Advertiser’s and Agency/Client’s sole remedy for a violation of the foregoing sentence: (i) Ads that run in violation of such editorial adjacencies guidelines, if Jemm Media is notified of such violation within 30 days of the violation, shall be non-billable; and (ii) after Agency/Client notifies Jemm Media that specific Ads are in violation of such editorial adjacencies guidelines, Jemm Media will make commercially reasonable efforts to correct within 24 hours such violation. In the event that such correction materially and adversely impacts such IO, the parties will negotiate in good faith mutually agreed changes to such IO to address such impacts. In the event that the parties cannot reach agreement on such changes within five business days from the implementation of such correction, Agency/Client or Jemm Media may, upon the conclusion of such 5 business day period, immediately cancel such IO, without penalty.
3. PAYMENT AND PAYMENT LIABILITY
The initial invoice will be sent upon completion of the first month’s delivery or within 30 days of completion of the IO, whichever is earlier. Invoices are to be sent to: Agency/Client’s billing address as set forth in the IO and must include information reasonably specified by Agency/Client such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. Jemm Media should invoice Agency/Client for the services provided on a calendar month basis with the net cost (i.e., the cost after subtracting Agency/Client commission) based on actual delivery or based on prorated distribution of delivery over the term of the IO, as specified in the applicable IO.
3.2 Payment Date
Agency/Client will make payment 30 days from receipt of invoice, or as otherwise stated in a payment schedule set forth in the IO. Jemm Media may notify Agency/Client that it has not received payment in such thirty-day period and whether it intends to seek payment directly from Advertiser pursuant to Section IIIc, and may do so 5 business days after providing such notice.
3.3 Payment Liability
Unless otherwise set forth by Agency/Client on the IO, Jemm Media agrees to hold Agency/Client liable for payments solely to the extent proceeds have cleared from Advertiser to Agency/Client for Ads placed in accordance with the IO. Jemm Media understands that Advertiser is Agency/Client’s disclosed principal and Agency/Client, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this Section III and Section X©. Agency/Client agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Agency/Client’s credit is established on a client-by-client basis. If Advertiser proceeds have not cleared for the IO, other Advertisers from the representing Agency/Client shall not be prohibited from advertising on the Site due to such non- clearance if such other Advertisers’ credit is not in question. Agency/Client will make available to Jemm Media upon request written confirmation of the relationship between Agency/Client and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency/Client is its agent and is authorized to act on its behalf in connection with the IO and these Terms and Conditions. In addition, upon the request of Jemm Media, Agency/Client will confirm whether Advertiser has paid to Agency/Client in advance funds sufficient to make payments pursuant to the IO. If Advertiser’s or Agency/Client’s credit is or becomes impaired, Jemm Media may require payment in advance.
4.1 Jemm Media must, within 2 business days of the start date on the IO, provide confirmation to Agency/Client, either electronically or in writing, stating whether the components of the IO have begun delivery.
4.2 Jemm Media shall make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified in the IO. Reports must be broken out by day and summarized by creative execution, content area (Ad placement), and other variables defined in the IO, for example, impressions, keywords, and/or clicks. Once Jemm Media has provided the online or electronic report, it agrees that Agency/Client and advertiser are entitled to reasonably rely on it, subject to receipt of Jemm Media’s invoice for such period.
4.3. In the event that Jemm Media fails to deliver an accurate and complete report by the time specified, Agency/Client may initiate makegood discussions pursuant to Section VI below. In the event that Jemm Media learns that it has delivered an incomplete or inaccurate report, or no report at all, Media Company must cure such failure within 5 business days. Failure to cure may result in nonpayment for all activity for which data are incomplete or missing, until Jemm Media delivers reasonable evidence of performance and such report must be delivered within 30 days of Jemm Media’s learning of such failure or absent such knowledge, within 180 days of delivery of all Deliverables.
5. CANCELLATION AND TERMINATION
5.1 At any time prior to the serving of the first impression of the IO, Agency/Client may cancel the IO with 30 days prior writtennotice, without penalty. For clarity and by way of example, ifAgency/Client cancels the IO 15 days prior to the serving of the firstimpression, Advertiser will only be responsible for the first 15 days of the IO.
5.2 Upon the serving of the first impression of the IO, Agency/Client may cancel the IO for any reason, without penalty, by providing Jemm Media written notice of cancellation which will be effective after the later of: (i) 30 days after serving the first impression of the IO; or (ii) 14 days after providing Jemm Media with such written notice.
5.3 Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder that is not cured within 10 days after written notice thereof from the non-breaching party, except as otherwise stated in this Agreement with regard to specific breaches. Additionally, if Agency/Client or Advertiser commit a violation of the same Policy (as defined below), where such Policy had been provided by Jemm Media to Agency/Client, on three separate occasions after having received timely notice of each such breach, even if such breach has been cured by Agency/Client or Advertiser, then Jemm Media may terminate the IO associated with such breach upon written notice. If Agency/Client or Advertiser do not cure a violation of a Policy within the applicable ten day cure period after written notice, where such Policy had been provided by Jemm Media to Agency/Client, then Jemm Media may terminate the IO associated with such breach upon written notice.
5.4 Short rates will apply to cancelled buys to the degree stated on the IO.
6.1 Jemm Media shall monitor delivery of the Ads, and shall notify Agency/Client either electronically or in writing as soon as possible (and no later than two weeks before IO end date unless the length of the campaign is less than two weeks) if Jemm Media believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the parties may arrange for make-good consistent with these Terms and Conditions.
6.2 In the event that actual Deliverables for any campaign fall below guaranteed levels, as set forth in the IO, and/or if there is an omission of any Ad (placement or creative unit), Agency/Client and Jemm Media will make an effort to agree upon the conditions of a make-good flight either in the IO or at the time Ver 2.0 3of 5 of the shortfall. If no make-good can be agreed upon, Agency/Client may execute a credit equal to the value of the under-delivered portion of the contract IO for which it was charged. In the event that Agency/Client or Advertiser has made a cash pre- payment to Jemm Media, specifically for the campaign IO for which under-delivery applies, then if Agency/Client and/or Advertiser is reasonably current on all amounts owed to Jemm Media under any other agreement for such Advertiser, Agency/Client may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event shall Jemm Media provide a makegood or extend any Ad beyond the period set forth in the IO without prior written consent of Agency/Client.
7. BONUS IMPRESSIONS
7.1 Where Agency/Client utilizes a 3rd Party Ad Server, Jemm Media will not bonus more than 10% above the Deliverables specified in the IO without prior written consent from Agency/Client. Permanent or exclusive placements shall run for the specified period of time regardless of over-delivery, unless the IO establishes an impression cap for Third Party Ad served activity. Agency/Client will not be charged by Jemm Media for any additional Ads above any level guaranteed or capped in the IO. If a 3rd Party Ad Server is being used and Agency/Client notifies Jemm Media that the guaranteed or capped levels stated in the IO have been reached, Jemm Media will use commercially reasonable efforts to suspend delivery and, within 48 hours, may either 1) serve any additional Ads itself or 2) be held responsible for all applicable incremental Ad serving charges incurred by Advertiser after such notice has been provided and associated with overdelivery by more than 10% above such guaranteed or capped levels.
7.2 Where Agency/Client does not utilize a 3rd Party Ad Server, Jemm Media may bonus as many ad units as Jemm Media chooses unless otherwise indicated on the IO. Agency/Client will not be charged by Jemm Media for any additional advertising units above any level guaranteed in the IO.
8. FORCE MAJEURE
8.1 Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that Jemm Media suffers such a delay or default, Jemm Media shall make reasonable efforts within five business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such substitute time period or make-good is reasonably acceptable to Agency/Client, Jemm Media shall allow Agency/Client a pro rata reduction in the space, time and/or program charges hereunder in the amount of money assigned to the space, time and/or program charges at time of purchase. In addition, Agency/Client shall have the benefit of the same discounts that would have been earned had there been no default or delay.
8.2 If Agency/Client’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Agency/Client’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Agency/Client shall make every reasonable effort to make payments on a timely basis to Jemm Media, but any delays caused by such condition shall be excused for the duration of such condition. Subject to the foregoing, such excuse for delay shall not in any way relieve Agency/Client from any of its obligations as to the amount of money that would have been due and paid without such condition.
8.3 To the extent that a force majeure has continued for 5 business days, Jemm Media or Agency/Client has the right to cancel the remainder of the IO without penalty.
9. AD MATERIALS
9.1 It is Agency/Client’s obligation to submit Advertising Materials in accordance with Jemm Media’s then existing advertising criteria or specifications (including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Jemm Media’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and material due dates) (collectively “Policies”) in accordance with Section II. Jemm Media’s sole remedy for a breach of this provision is set forth in paragraphs (b and c) below, Section V©, and Section X(b). If Advertising Materials are late, Advertiser is still responsible for the media purchased pursuant to IO.
9.2 Jemm Media reserves the right within its discretion to reject or remove from its Site any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in Jemm Media’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, Jemm Media reserves the right within its discretion to reject or remove from its Site any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon Jemm Media or any of its Affiliates (as defined below), provided that if Jemm Media has reviewed and approved such Ads prior to their use on the Site, Jemm Media will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Agency/Client.
9.3 If Advertising Materials provided by Agency/Client are damaged, not to Jemm Media’s specifications, or otherwise unacceptable, Jemm Media will use commercially reasonable efforts to notify Agency/Client within two business days of its receipt of such Advertising Materials.
9.4 Jemm Media will not edit or modify the submitted Ads in any way, including, but without limitation, resizing the Ad, without Agency/Client approval. Jemm Media shall use all such Ads in strict compliance with these Terms and Conditions and any written instructions provided by Agency/Client.
9.5 When applicable, Third Party Ad Server tags shall be implemented so that they are functional in all aspects.
9.6 Jemm Media, on one hand, and Agency/Client and Advertiser, on the other, will not use the other’s trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an IO without the other’s prior written approval.
10.1 Jemm Media agrees to defend, indemnify and hold harmless Agency/Client and Advertiser, their Affiliates (as defined below) and their respective directors, officers, employees and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively “Losses”) incurred as a result of a Third Party (as defined below) claim, judgment or proceeding relating to or arising out Ver 2.0 4of 5 of Jemm Media’s breach of Section XII, Jemm Media’s display or delivery of any Ad in breach of these Terms and Conditions or the terms of an IO, or that materials provided by Jemm Media (and not by Agency/Client or Advertiser) for an Ad violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action, except to the extent (1) that such claim, judgment or proceeding resulted from such materials fulfilling Agency/Client’s or Advertiser’s unique specifications provided that Jemm Media did not know or should not have reasonably known that such specifications would give rise to the Loss or (2) that such materials are provided to Agency/Client or Advertiser for review and the Agency/Client or Advertiser knew or should have reasonably known from the visual or sonic expression of the Advertisement, while Jemm Media did not know or should not have reasonably known, that such material violated any law, regulations or other judicial or administrative action, violate the right of a Third Party or are defamatory or obscene. An Affiliate means, with respect to either party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party. A “Third Party” means an entity other than the parties to this Agreement, their respective Affiliates, and each of their respective directors, officers, employees and agents.
10.2 Advertiser agrees to defend, indemnify and hold harmless Jemm Media its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of a Third Party claim, judgment or proceeding relating to or arising out of Advertiser’s breach of Section XII, violation of Policies (to the extent the applicable terms of such Policies have been provided to Agency/Client at least ten days prior to the violation giving rise to the claim), or the content or subject matter of any Ad or Advertising Materials to the extent used by Jemm Media in accordance with these Terms and Conditions or an IO, including but not limited allegations that such content or subject matter violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action.
10.3 Agency/Client represents and warrants that it has the authority as agent to Advertiser to bind Advertiser to these Terms and Conditions and each IO. Agency/Client agrees to defend, indemnify and hold harmless Jemm Media its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of Agency/Client’s alleged breach of the foregoing sentence.
10.4 If any action will be brought against either party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the Indemnifying Party at the Indemnifying Party’s expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party’s rights or interests without the prior written consent of the Indemnified Party.
10.5 Notwithstanding the foregoing, in the event that any Indemnifying Party is required to defend, indemnify or hold harmless an Indemnified Party from a claim, judgment or proceeding of a Related Party (as defined below) of such Indemnified Party pursuant to this Section X, Losses incurred in connection with such claim, judgment or proceeding will be imited to those that are reasonably foreseeable. A “Related Party” is a party in a contractual relationship with the Indemnified Party where such specific contractual relationship relates to the Loss being asserted by that Related Party.
11. LIMITATION OF LIABILITY
11.1 Excluding the parties obligations under Section X or damages that result from a breach of Section XII or intentional misconduct by the parties, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages.
12. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS
12.1 Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed “Confidential Information” of the disclosing party. Confidential Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.
12.2 For purposes of this Section, Agency/Client and Advertiser shall be considered one party. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the public through no fault of the receiving party (“Recipient”); (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (“Discloser”); (iv) was developed by employees or agents of Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.
12.5 Agency/Client, Advertiser and Jemm Media will comply with at all times, all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.
13. THIRD PARTY AD SERVERS
(Applicable if 3rd Party Server Is Used)
13.1 Jemm Media will track delivery through its ad server and Agency/Client will also track delivery through its proprietary or subcontracted 3rd Party Ad Server whose identity is set forth in the IO. Agency/Client may not substitute the 3rd Party Ad Server specified in the IO without Jemm Media’s consent. Agency/Client and Jemm Media agree to give reciprocal access to relevant and non-proprietary statistics from both ad servers, or if such is not available, provide weekly placement-level activity reports to each other. In the event that the Jemm Media’s ad server measurements are higher than those produced by the Agency/Client’s 3rd Party Ad Server by more than 10% over the invoice period, Agency/Client will facilitate a reconciliation effort between Jemm Media and 3rd Party Ad Server. If the discrepancy cannot be resolved and Agency/Client has made a good faith effort to facilitate the reconciliation effort, the Agency/Client reserves the right to either:
a) Consider the discrepancy an under-delivery of the Deliverables as described in Section VI whereupon the parties shall act in accordance with that Section, including the requirement that Agency/Client and Jemm Media make an effort to agree upon the conditions of a make-good flight, except that for purposes of this Section XIII(1), delivery of any make-good shall be measured by the 3rd Party Ad Server, or
b) Pay Jemm Media based on Agency/Client 3rd party Ad Server reported data, plus a 10% upward adjustment to delivery.
13.2 Jemm Media will make reasonable efforts to publish, and Agency/Client shall make reasonable efforts to cause the 3rd Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies with regards to compliance with the IAB/AAAA Ad Measurement Guidelines.
13.3 Section XIII shall be terminated upon the establishment of an IAB/AAAA certification process for compliance with the IAB/AAAA Ad Measurement Guidelines. Upon such termination the parties shall negotiate in good faith a replacement or successor language for that Section.
13.4 Where an Agency/Client is utilizing a 3rd Party Ad Server and that 3rd Party Ad Server cannot serve the Ad, the Agency/Client shall have a one-time right to temporarily suspend delivery under the IO for a period of up to 72-hours. Upon written notification by Agency/Client of a non-functioning 3rd Party Ad Server, the Jemm Media has 24 hours to suspend delivery. Following that period, Agency/Client will not be held liable for payment for any Ad that runs within the immediate 72-hour period thereafter until the Jemm Media is notified that the 3rd Party Ad Server is able to serve Ads. After the 72-hour period passes and Agency/Client has not provided written notification that Jemm Media can resume delivery under the IO, Advertiser will pay for the Ads that would have run or are run after the 72 hour period but for the suspension and can elect Jemm Media to serve Ads until 3rd Party Ad Server is able to serve Ads. If Agency/Client does not so elect for Jemm Media to serve the Ads until 3rd Party Ad Server is able to serve Ads, Jemm Media may utilize the inventory that would have been otherwise used for Jemm Media’s own advertisements or advertisements provided by a third party Upon notification that the 3rd Party Ad Server is functioning, Jemm Media will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond this period, without reasonable explanation, will result in Jemm Media owing a make-good to Agency/Client.
14.1 Jemm Media represents and warrants that Jemm Media has all necessary permits, licenses, and clearances to sell the inventory represented in the IO subject to the terms and conditions of this agreement, including any applicable Policies. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in their Ads and Advertising Materials.
14.2 Neither Agency/Client nor Advertiser may resell, assign or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without Jemm Media’s prior written approval will be null and void. All terms and provisions of these Terms and Conditions and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.
14.3 These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.
14.4 In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail. All IOs shall be governed by the laws of the United Kingdom. Jemm Media and Agency/Client (on behalf of itself and not Advertiser) agree that any claims, legal proceeding or litigation arising in connection with the IO (including these Terms and Conditions) will be brought solely in the United Kingdom, and the parties consent to the jurisdiction of such courts. No modification of these Terms and Conditions or any IO shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.
14.5 Any notice required to be delivered hereunder shall be delivered three days after deposit in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to Jemm Media and Agency/Client shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Advertiser shall be sent to the address specified on the IO.
14.6 Sections III, VI, X, XI, XII, and XIV shall survive termination or expiration of this Agreement and Section IV shall survive for 30 days after the termination or expiration of this Agreement. In addition, each party shall return or destroy the other party’s Confidential Information and remove Advertising Materials and Ad tags.