EXPERT PROMOTIONS, L.L.C. d/b/a PLUTUS ADS STANDARD BUYER AND PUBLISHER AGREEMENT

 

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY PRIOR TO REGISTERING AS A PUBLISHER, BUYER, OR USER OF PLUTUS ADS. YOUR AGREEMENT TO THESE TERMS CREATES A LEGALLY BINDING AND ENFORCEABLE CONTRACT BETWEEN YOU AND EXPERT PROMOTIONS, L.L.C. d/b/a PLUTUS ADS (hereinafter “PLUTUS ADS”). IF YOU REGISTER FOR OR PARTICIPATE INTHE PLUTUS ADS PROGRAM OR PARTICIPATE IN THE PLUTUS ADS PROGRAM YOU ARE AFFIRMATIVELY STATING AND AGREEING THAT YOU AGREE WITH THESE TERMS AND CONDITIONS AND FULLY ACCEPT THE COVENANTS, REPRESENTATIONS, WARRANTIES, AND TERMS CONTAINED HEREIN.

 

This Agreement (the "Agreement") is entered into by and between You and Plutus Ads. This Agreement shall govern the Plutus Ads Network, the Plutus Ads Self-Serve Content Recommendation Program (the "Program") and Your use, agreement, and relationship with Plutus Ads, and the Program. The Agreement consists of these Plutus Ads Standard Terms and Conditions (the "Terms" or "Agreement"), and the Plutus Ads Compliance Policies and Guidelines which can be found ________________________________. "Customer", "You", "Your", and/or “User” shall be any party to this Agreement, or any person or entity identified in the registration and application process (or listed at the time of enrollment), as submitted by the same person, entity, affiliated persons, and/or any agency, representative, or network acting on behalf of such person or entity, such being bound by this Agreement. Buyer shall be defined as a purchaser of media inventory made available by Publishers through use of the Program. Publisher shall be defined as a seller of media inventory through use of the Program.

 

1. PROGRAM.

 

Subject to this Agreement, the Terms, and any and all rules, regulations, policies, or procedures that are developed, modified, or enacted by Plutus Ads from time to time, Plutus Ads hereby grants You the limited and revocable right of use, access, and participation in the Program. The Program gives Users the ability to participate as Buyers to purchase media inventory made available by Publishers on Publisher Media. The Program also allows Publishers to sell media inventory to Buyers enrolled in the Program. As used herein, "Publisher" means any third party that makes media inventory available for purchase by Buyers for the placement of Content Recommendations via the Program. "Publisher Media" means websites, applications, mobile websites, mobile applications and other media through or on which Content Recommendations may be delivered that is owned or operated by the Publisher or on which the Publisher has the right to place Content Recommendations. The undersigned participant in the Program hereby acknowledges that Participation in the Program as a Buyer or Publisher is at their own risk.

 

2. PURCHASING MEDIA INVENTORY.

 

Upon accessing the Program, You affirmatively represent and warrant that You are at least 18 years of age, sui juris, and  agree to be bound by this Agreement and the policies and procedures of Plutus Ads. Buyer is solely responsible for all: (a) targeting options and ad categories (collectively "Targets") and all text, content, information, images, and URLs ("Creative"), whether generated by or for Buyer; and (b) web sites, services and landing pages which Creative links or directs viewers to, and advertised services and products (collectively "Services"). User shall protect any password(s) and take full responsibility for User's own, and third party, use of any User accounts. You understand and agree that Content Recommendations may be placed on any Publisher Media unless You opt out of such Publisher Media placement in the manner made available by the Program. You otherwise authorize and consent to all such placements. Plutus Ads may modify any of its Programs at any time without liability. Plutus Ads also may modify this Agreement at any time without liability, and User's use of the Program after notice that these Terms or the Agreement has changed constitutes User's acceptance of the new Terms. Plutus Ads or its Partners may reject or remove any Content Recommendation for any or no reason.

 

3. CONDUCT AND COMPLIANCE.

 

Plutus Ads makes available to Users various policies and guidelines designed to combat consumer deception. User hereby represents and warrants that it: (a) has reviewed Plutus Ads' policies and guidelines that are applicable to its Content Recommendations, which are made available here: ________________________ and this Agreement which is available here: _______________________________________ ("Policy Web Pages"); (b) will regularly check the Policy Web Pages for updates; and (c) shall comply with any and all such policies and guidelines applicable to its Content Recommendations, as well as updates to same. Furthermore, You shall not, nor shall You authorize any party to: (a) use any automated means or form of scraping or data extraction to access, query or otherwise collect Plutus Ads advertising related information from the Program, or any Publisher Media except as expressly permitted by Plutus Ads; (b) advertise anything illegal or engage in any illegal or fraudulent business practice; (c) directly or indirectly deliver any viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts or agents into or through the Program; (d) alter the code, link, script, programming, pixel, and/or data provided to You by Plutus Ads; (e) interfere with or disrupt the Program or servers or networks connected to the Program, or disobey any requirements, procedures, policies or regulations associated with the Program; or (f) forge or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Program.

 

4. PAYMENT.

 

User shall be responsible for all charges up to the amount as set forth in the Plutus Ads online account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, User shall pay all charges in accordance with the payment terms as set forth in the Program. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of all taxes, which shall be paid by User.  User is responsible for paying all taxes, government charges, and reasonable expenses and attorneys’ fees Plutus Ads incurs collecting late amounts. To the fullest extent permitted by law, User waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 7 days after the charge. Charges are solely based on Plutus Ads' measurements for the applicable Program, unless otherwise agreed to in writing. Any funds still left on deposit over one year after User has terminated activity on the Plutus Ads network shall be forfeited to Plutus Ads. To the fullest extent permitted by law, refunds (if any) are at the sole and absolute discretion of Plutus Ads and only in the form of advertising credit for use on the Plutus Ads Network. User acknowledges and agrees that any credit card and related billing and payment information that User provides to Plutus Ads may be shared by Plutus Ads with companies who work on Plutus Ads' behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Plutus Ads and servicing User's account. Plutus Ads may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Plutus Ads shall not be liable for any use or disclosure of such information by such third parties.

 

Credit. Nothing in these Terms or this Agreement shall obligate Plutus Ads to extend credit to You or any other party. In the event that Plutus Ads decides, in its sole and absolute discretion, to extend Credit to You, You expressly acknowledge and confirm that You will be deemed a "Plutus Ads Credit Buyer" until the credit relationship is terminated and You have paid any and all amounts due and outstanding to Plutus Ads in full. Plutus Ads Credit Buyer payments must be received on net 15 terms, unless otherwise agreed to in writing. You further acknowledge and agree that in the event that you also act as a Plutus Ads Publisher, Plutus Ads will not remit the Publisher payment unless and until it receives the Plutus Ads Credit Buyer Payment. You agree that Plutus Ads may require a financial accounting and inspection of Your books and records including, but not limited to, access to Your computer databases, in order to verify and corroborate financial information regarding the relationship established hereunder. You hereby authorize Plutus Ads to obtain credit reports regarding Your business and to require You to provide it with reasonable information regarding Your financial position.

 

5. TERMINATION.

 

Plutus Ads reserves the right, in its sole and absolute discretion, to terminate this Agreement and/or Your access to the Program at any time for any reason, without notice to You. Upon termination, the representations, warranties and obligations of User contained within the Agreement shall survive and remain in full force and effect after termination of the Agreement. All payment obligations accruing prior to the date of termination shall survive until fully fulfilled. After receipt of Your written notice of cancellation, Plutus Ads will cease serving your Content Recommendations within a reasonable time period thereafter, not to exceed thirty (30) business days. The termination may be subject to Program policies or the ability of Plutus Ads to re-schedule reserved inventory or Content Recommendations already being served. Cancelled Content Recommendations may be served despite cancellation if cancellation occurs after any applicable commitment date as set forth in advance by Plutus Ads, its affiliates, Partners, and/or Publishers, in which case Buyer must pay for the service of those Content Recommendations.

 

6. PROMOTIONAL USE.

 

Plutus Ads may, from time to time, use Your name and logo in presentations, marketing materials, User lists, financial reports, Web site listings of Users, and search results. You may request in writing to use Plutus Ads' trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, but at no time shall You use such trade names, marks, and/or identifying information without the prior express written consent of Plutus Ads.

 

7. AGENCY.

 

User represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which User advertises (a "Principal"), (b) as between Principal and User, the Principal owns any rights to Program information in connection with Content Recommendations, and (c) User shall not disclose Principal's Program information to any other party without Principal's consent.

 

8. REPRESENTATIONS AND WARRANTIES.

 

You represent and warrant that (a) all of the information provided by You to Plutus Ads to enroll in the Program is true, accurate, correct, and current; (b) You are the owner of each Content Recommendation, Creative, and/or content or that You are legally authorized to act on behalf of the owner or Principal of such for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations in Your performance of any acts hereunder. You further represent and warrant that each Content Recommendation, Creative, content, and any material displayed therein: (i) complies with all applicable laws, statutes, ordinances, and regulations; (ii) does not breach and has not breached 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, obscene, libelous, slanderous, defamatory, or violent in content. User represents and warrants that it holds and hereby grants Plutus Ads and its affiliates, Partners, and Publishers all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in the Content Recommendations, Creative, Content, Services and Targets needed for Plutus Ads and its affiliates, Partners, and Publishers to operate the Program (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Content Recommendations, Creative, Content, or Targets) in connection with this Agreement ("Use"). User represents and warrants that any Use hereunder and User's Content Recommendations, Content, Creative, Targets, and User's Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). Violation of the foregoing may result in immediate termination of this Agreement and/or User's account without notice and may subject User to legal penalties and consequences.

 

9. INDEMNIFICATION.

 

User agrees to defend, indemnify, and hold harmless Plutus Ads and its Affiliates and their respective directors, officers, employees and agents from and against any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees for counsel of Plutus Ads’ choice, even if incident to any appeals) (collectively "Losses") incurred as a result of any claim, judgment or proceeding relating to or arising out of: (a) User's breach of the Agreement; (b) the content of the Content Recommendations and any and all claims made therein; or (c) the products, services or content linked to from the Content Recommendations.

 

 

10. PLUTUS ADS AND BUYER'S RIGHTS.

 

Plutus Ads owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (including Plutus Ads' ad serving technology, search technology, referral technology, marketing technology, marketing strategies, code, programming, strategies, and features, including implied licenses, and excluding items licensed by Plutus Ads from third parties and excluding any third party media player that may comprise the Program or its Services).  You will not acquire any right, title, or interest in or to the Program. Any and all algorithms, code, computer programs, software or proprietary methods utilized in the Program and/or  by Plutus Ads are the proprietary intellectual property and trade secrets of Plutus Ads, and shall not be disclosed for any reason or situation whatsoever, including but not limited to any legal proceeding, except at the absolute and sole discretion of Plutus Ads. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code, algorithms, software, or methods from the Program, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter Plutus Ads' copyright notice, features, trademarks, symbols, or other proprietary rights notices affixed to or contained within any Plutus Ads services, software, or documentation (including without limitation the display of any Plutus Ads or third party Content Recommendations). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trademark law, international treaty, 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 reinstatements thereof, now or hereafter in force and effect worldwide.

 

In the event it is necessary to integrate User's API, User grants to Plutus Ads a non-exclusive, non-transferable, revocable right and license, without the right to sublicense, to use the API for the sole purpose of the API Integration. Plutus Ads will make a good faith effort not to transfer or disclose, in whole or in part, access to any API, or any proprietary specifications, to any third party. The API provided to Plutus Ads under this Agreement is owned by User, and/or its third party suppliers and licensors. This license confers no title or ownership in such materials and is not a sale of any rights to such materials. Buyer reserves all Intellectual Property Rights with respect to the API not expressly granted to IP hereunder.

 

11. INFORMATION AND DATA.

 

Notwithstanding anything to the contrary contained in this Agreement, Plutus Ads shall have the right to use and disclose data transmitted through or otherwise derived from Your use of the Program at its discretion : (i) to perform its obligations under this Agreement, (ii) to operate the Program, including providing reporting to Publishers, (iii) to disclose campaign statistics and performance reporting about purchases made through the Program, (iv) for analytical and modeling purposes, (v) as required by court order, law or governmental or regulatory agency, (vi) for forecasting, internal business operations and to improve its product offerings, or (vii) as otherwise permitted by You. In addition, You grant Plutus Ads the right to access, index and cache all data, Content Recommendations, Creative, information, or any portion thereof, including by automated means including Web spiders or crawlers.

 

User understands that the Program collects aggregated and non-personally identifiable data relating to users use of the Program, including, but not limited to, non-personally identifiable information provided by users in response to Content Recommendations ("Derivative Data"). Derivative Data, including all modifications thereto, is and shall be the sole and exclusive property of Plutus Ads. Subject to compliance with the terms of this Agreement, Plutus Ads hereby grants to Buyer the revocable, non-exclusive, non-transferrable license to access Derivative Data solely for the purposes contemplated by this Agreement, specifically the purchase of Publisher Media through Plutus Ads. Plutus Ads shall have the right to use Derivative Data to improve the Program; develop new products, Platforms and features; understand usage; and generally for any purpose related to Plutus Ads’ business without further obligation to User. Plutus Ads may transfer or assign any of its rights in the Derivative Data to any third party.

 

12. DISCLAIMER AND LIMITATION OF LIABILITY.

 

IN NO EVENT SHALL PLUTUS ADS BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY PERSONS OBTAINED THROUGH YOUR MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE PLUTUS ADS NETWORK, THE PROGRAM, THE ADS, USER'S UNDERLYING PRODUCTS AND/OR SERVICES OR YOUR DISPLAY OF ANY AD, CONTENT, OR CREATIVE ON OR THROUGH A PUBLISHER, PARTNERS, OR AFFILIATE WEBSITE(S) AND/OR PROPERTY(IES) INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF PLUTUS ADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLUTUS ADS'S MAXIMUM AGGREGATE LIABILITY TO USER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE THREE HUNDRED DOLLARS ($300). USER AND PLUTUS ADS SPECIFICALLY STATE AND AGREE THAT THE FOREGOING DAMAGES LIMITATION IS REASONABLE AND ENFORCEABLE. REGARDLESS OF ANY LAW TO THE CONTRARY, USER SHALL HAVE NO RIGHT OF ACTION, AND WAIVES ITS RIGHT TO BRING A SUIT, CLAIM, OR PROCEEDING AGAINST PLUTUS ADS MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.USER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE. THE PLUTUS ADS NETWORK, CODE, SCRIPT, PROGRAM, AFFILIATE PARTNER AND PUBLISHER SITES, AD SERVING, AND THE SERVICES OF THE PROGRAM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE PLUTUS ADS NETWORK, THE PROGRAM, CODE, SCRIPT, AND/OR PUBLISHER'S PARTNER'S AND AFFILIATES UNDERLYING SITES AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. PLUTUS ADS HAS NO LIABILITY, WHATSOEVER, TO BUYER, PRINCIPAL, OR ANY THIRD PARTY, FOR USER'S USE OF, OR INABILITY TO USE, THE PLUTUS ADS NETWORK, THE PROGRAM, AND/OR THE SERVICE AND DELIVERY OF THE ADS, AND/OR PUBLISHER'S PARTNER'S AND AFFILIATES UNDERLYING SITES OR SERVICES AND PLUTUS ADS DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT USER'S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE PROGRAM OR ANY OF THE SERVICES WILL BE AVAILABLE TO BUYER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN PLUTUS ADS AND USER. THE PLUTUS ADS NETWORK, THE PROGRAM, THE SERVICE AND DELIVERY OF ADS, AND/OR PUBLISHER'S PARTNER'S AND/OR AFFILIATES UNDERLYING SITES AND SERVICES WOULD NOT BE PROVIDED TO BUYER WITHOUT SUCH LIMITATIONS. PLUTUS ADS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE PLUTUS ADS NETWORK, THE PROGRAM, AND/OR THE SERVICE AND DELIVERY OF THE ADS, AND/OR PUBLISHER'S PARTNER'S AND AFFILIATES UNDERLYING SITES OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM PLUTUS ADS AND/OR ANY PUBLISHER, PARTNER, AND/OR AFFILIATE BY AND THROUGH THE PLUTUS ADS NETWORK, AND/OR THE PROGRAM SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT. USER FURTHER RECOGNIZES AND ACKNOWLEDGES THAT PLUTUS ADS IS NOT LIABLE FOR CLICK FRAUD, OR ANY SIMILAR PRACTICE. IF USER IS DISSATISFIED OR BELIEVES IN ANY WAY THAT IT IS A VICTIM OF CLICK FRAUD OR ANY OTHER WRONGDOING, USER MUST NOTIFY PLUTUS ADS IN WRITING IMMEDIATELY. UPON RECEIPT OF THE WRITTEN NOTICE, PLUTUS ADS HAS 10 DAYS IN WHICH TO RESEARCH AND INVESTIGATE THE ISSUE. IF PLUTUS ADS IS UNABLE TO DETERMINE OR RESOLVE THE ISSUE, USER MAY TERMINATE THIS AGREEMENT, SUBJECT TO THE TERMS SET FORTH HEREIN.

 

13. ASSIGNMENT.

 

Plutus Ads may assign the Agreement, or any portion thereof, at its sole discretion. You may not assign, transfer or delegate any of Your rights under the Agreement without the prior written consent of Plutus Ads, which may be withheld for any reason, and any attempts to do so shall be null and void. Further, any such attempts may result in Plutus Ads, at its sole discretion, immediately terminating the Agreement and/or Your participation in any Program, without any liability to Plutus Ads. The Agreement will be binding on, inure to the benefit of and be enforceable against, the Parties' successors and assigns.

 

14. SEVERABILITY WAIVER.

 

If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

 

15. MODIFICATION.

 

The Agreement represents the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or oral, between the Parties. Other than as set forth herein, the Agreement may be amended only by a written agreement executed by an authorized representative of each Party. To the extent that anything in or associated with the Plutus Ads Network, the Program, or the terms are in conflict or inconsistent with the Agreement, the Agreement shall take precedence.

 

16. CONFIDENTIALITY.

 

"Confidential Information" means any information disclosed to You by Plutus Ads, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that You can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to You by Plutus Ads; (b) becomes publicly known and made generally available after disclosure to You by Plutus Ads other than through Your action or inaction; and/or (c) is in Your possession, without confidentiality restrictions, at the time of disclosure by Plutus Ads as shown by Your files and records prior to the time of disclosure. Plutus Ads' Program rates are considered "Confidential Information." You shall not at any time: (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (ii) use any Confidential information; and/or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Plutus Ads' personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Plutus Ads immediately upon Plutus Ads' request.

 

17. FORCE MAJEURE.

 

Plutus Ads shall not be liable to User by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, click fraud, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Plutus Ads.

 

18. MISCELLANEOUS.

 

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the delivery system, Plutus Ads Network, and/or the Program. You may not take any action that imposes an unreasonable or disproportionately large load on the Plutus Ads infrastructure. You agree that any unauthorized and/or unlawful use of the Plutus Ads Network, the Program, Service, and/or Code will result in irreparable injury to Plutus Ads for which monetary damages would be inadequate. In such event, Plutus Ads shall have the right, in addition to any and all other remedies granted or available to it under this Agreement and/or by operation of law, to immediate injunctive relief against You without the requirement to post a bond. THE AGREEMENT MUST BE CONSTRUED AS IF BOTH PARTIES JOINTLY WROTE IT.

 

19. RELATIONSHIP.

 

Each Party is an independent contractor and not a partner, joint venturer or employee of the other. Neither Party shall have the right to bind the other or to incur any obligation on the other's behalf.

 

20. NOTICES.

 

All notices shall be sent to the address submitted by You when You sign up for the Service and, if to Plutus Ads, to the address listed in the Contact section of the Plutus Ads Network.

 

21. BINDING ARBITRATION.

 

Any controversy or claim arising out of or relating to this Agreement or the relationship resulting in or from this Agreement shall be settled through binding arbitration in accordance with the Expedited Commercial Arbitration Rules of The American Arbitration Association. . Any award rendered by the arbitrator(s) shall be entered as a judgment or order and may be confirmed or enforced by either party in any state or federal court having competent jurisdiction thereof. If either party brings or appeals any judicial action to vacate or modify any award rendered pursuant to arbitration or opposes the confirmation of such award and the party bringing or appealing such action or opposing confirmation of such award does not prevail, such party will pay all of the costs and expenses (including without limitation, court costs, arbitrators' fees and expenses and reasonable attorneys' fees) incurred by the other party in defending such action. Additionally, if either party brings any action for judicial relief in the first instance without first pursuing arbitration prior thereto, the party bringing such action for judicial relief will be liable for and will immediately pay to the other party all of the others party's costs and expenses (including without limitation, court costs and attorneys' fees) to stay or dismiss such judicial action and/or remove it to arbitration. The failure of either party to exercise any rights granted hereunder will not operate as a waiver of those rights. The arbitrators will not be empowered to award punitive damages. The consent of the parties to arbitrate their disputes shall survive termination of this Agreement. If this Agreement is found to not be subject to arbitration, each party herein consents, agrees, and affirmatively waives any right to a jury trial in any proceeding. The parties consent and agree that jurisdiction and venue shall be in Indian River County, Florida, or Southern District of Florida,.

 

22.  CHOICE OF LAW

 

For any controversy, claim, or legal proceeding arising out of or relating to this Agreement or the relationship resulting in or from this Agreement, the choice of law shall be Florida State Law.