Hooligan Media Ad Exchange Publisher Agreement


Oracle Cabling INC (the “Company”), and the “Publisher” or “you” are entering into this Publisher Agreement (the “Agreement”) upon clicking ‘I have read and accepted’ (the “Effective Date”). This Agreement shall govern the Publisher’s participation in the Company’s Intermediary Ad Network Program (the “Program”). By participating in the Program, the Publisher is agreeing to be bound by the terms and conditions of this Agreement. As used herein, the Company and the Publisher may be referred to individually as “Party” and collectively as “Parties.”

RECITALS:

WHEREAS, the Company, through its website located at HooliganMedia.com has access to certain online advertising networks as specifically named in Exhibit 1 to this Agreement (the “Included Ad Networks”),

WHEREAS, the Publisher wishes to utilize the Company’s innovative and proprietary Program so that the Publisher’s Website(s) may participate in the Included Ad Networks to which the Company has access,

WHEREAS, the Company desires to provide the Publisher access to the Included Ad Networks through the Program;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, premises, mutual promises and conditions set forth herein below, the Parties hereto agree as follows:

Article 1 - PUBLISHER’S WEBSITES:

The Publisher is enrolling the following Website(s) in the Program: [Site URL].

Article 2 - ADVERTISING NETWORKS:

The specific Included Ad Networks allowable for the Publisher’s websites are shall exclusively be the Included Ad Networks listed in Exhibit 1 to this Agreement. These are the networks that pertain to this agreement.

Article 3 - REPRESENTATION SERVICES:

Publisher understands and acknowledges that the Company has created the Program that allows Publisher to participate in the Included Ad Networks. As such, the Publisher will utilize the Company as an intermediary between any/all Included Ad Networks in the Program. As used in this Agreement, the term “Ad Network” shall mean a third-party company that connects potential advertisers with websites that are capable of and appropriate to host advertising, which Company has contracted with directly for participation in the Program.

During the Term of this Agreement, Publisher hereby acknowledges and agrees that the Company shall have the exclusive only worldwide right to represent Publisher and Publisher’s Websites to the Included Ad Networks for the potential placement of Advertising on the Publisher’s Websites, in all mediums and forms, now known or later developed (collectively, the “Representation Services”), but solely in connection with the above Websites. All contracted-with Included Ad Networks or any third-party billing and collections shall be Company’s responsibility as provider herein. Publisher shall cooperate with Company and any Ad Network, as reasonably requested, in connection with this Agreement, including, without limitation, establishing placement procedures and providing technical and access assistance in the placement, configuration and installation of Advertising on the Websites, and data collection.

“Advertising”, for purposes of this Agreement, shall be defined as any and all text, graphical, and/or video advertisements made available to Publisher through Company via an Included Ad Network to be served or placed on the Websites or in connection with any of the Website URLs or redirected URLs anywhere in the world, including, but not limited to, advertisements sold through a third party, sponsorships, affiliate programs and any other revenue generating or value-creating placements on the Website.

Article 4 - WEBSITE FUNCTIONALITY AND RESTRICTIONS:

Publisher agrees that during the Term, the Websites shall have and maintain industry standard functionality at the least sufficient to support Advertising, video units, rich media units, and custom editorial and promotional modules, as such may be mutually modified by the parties hereto. Publisher shall maintain the Websites in accordance with reasonable industry standards. Publisher acknowledges that the Company has no responsibility to review the content of the Website and represents that the Website shall not contain or contain links to content promoting the use of illegal substances, pornography, content promoting illegal activity (including, by means of illustration, but not limitation, drug use or underage consumption of alcohol), racism, hate speech, “spam” as that term is legally defined, mail fraud, pyramid schemes, investment opportunities or advice not permitted by law, content that is libelous, defamatory, contrary to public policy, or otherwise unlawful; provided, that the foregoing representation shall not apply to any third-party content on or within any user originated content forums or message boards on the Websites.

Publisher shall not authorize, permit (to the extent within Publisher’s control), engage in, or enable the use of any deceptive, incentivized, mechanical, computerized, artificial, fraudulent or other invalid means to increase the number of impressions, page views, click-throughs or any other measure of traffic on or in connection with the Advertising, including, without limitation, by any of the following means: (i) traffic generated by script, macro or any other automated means with the intent to impair the integrity of the traffic generation process; (ii) traffic generated by misleading or incentivized means, including Publisher, its employees, contractors or agents clicking on any Advertising; and/or (iii) offering an end user any inducement of any kind to click on any Advertising (e.g., paying a user to click on Advertising, etc.), except in the course of standard Website operation. For the avoidance of doubt, any impression, page view, click-through, and/or any other measure of traffic considered by Company in its sole good faith and reasonable discretion to have been generated by means of fraudulent Activity prohibited under this Section shall not be counted for purposes of calculating any amounts that may be due to Publisher hereunder.

Company reserves the right to monitor Publisher’s Websites and use of the Program in order to ensure its lawful and proper use, but does not undertake any obligation to do so. If Publisher or any other individual authorized by Publisher to use the Websites on Publisher’s behalf, restricts or otherwise inhibits any third-party’s use of the Websites, it shall constitute a material breach of this Agreement and shall be grounds for the immediate termination of this Agreement, without notice or opportunity to cure.

Article 5 - ADVERTISING:

Company shall make available to Publisher all connected Advertising from the Included Ad Networks listed in Exhibit 1, subject to the terms and conditions of this Agreement. All Advertising will be made available to the Publisher for download, publication and distribution by Publisher subject to the terms of this Agreement. Upon placement of any Advertising by an Ad Network, Publisher will be permitted to download all applicable Advertising for publication on Publisher’s Websites.

Publisher shall not alter, modify, or adapt Advertising creative elements or links in any manner without Company’s prior written consent. The specific location of each Advertising placement on the Website, if any, shall be agreed to by the Parties in writing; otherwise, such location shall be subject to Publisher’s good faith and reasonable discretion. Publisher may, subject to prior written notice to Company, remove from the Websites any Advertising that according to Publisher in its reasonable good faith determination is objectionable to the general public, materially degrades the end user experience on the Websites, or is inappropriate for the Websites’ end user demographics.

Publisher acknowledges that the Included Ad Networks reserve the right in their sole discretion, to update, change, remove, or revise any Advertising that is made available to Publisher through Company at any time. Publisher hereby acknowledges and agrees to use only the most recent and up-to-date version of any Advertising. Publisher must immediately comply with any and all requests by Company to modify, alter or otherwise change the positioning, placement, frequency and/or other editorial decisions related to the Advertising and must immediately remove Advertising upon receiving notice from Company. Publisher may not otherwise alter, modify or change any Advertising in any manner whatsoever, without the Company’s prior consent and shall display the Creative Content exactly as it was provided.

Publisher agrees that Company may terminate Publisher’s right to use any Advertising in whole or in part and/or Publisher’s right to participate or utilize any Advertising at any time, for any reason, whatsoever. Publisher further agrees to remove from its systems and prevent any downstream affiliates from distributing Advertising as soon as possible following Company’s written or e-mailed removal request; and in any event not more than one (1) day following Company’s dispatch of such a written removal request. Failure by Publisher to adhere to any of the foregoing requirements shall constitute a material breach of this Agreement and shall, in addition to all other legal remedies available to Company, be grounds for the immediate termination of this Agreement, without notice or opportunity to cure.

Article 6 - REVENUE SHARING/YIELD OPTIMIZATION SERVICES:

It is hereby agreed that Company shall receive the listed percentage of revenue share (if applicable) per each Included Ad Network as described on Exhibit 1 to this Agreement, for placements of and interactions with Advertising on Publisher’s Websites, less any taxes and withholdings required to be withheld under applicable law. All determinations made by Company in connection with Advertising revenues shall be final and binding on Publisher, absent manifest error. Publisher acknowledges that the revenue percentage paid to Publisher is predetermined based on agreed upon terms between Company and Publisher and ultimately by payments made available by an Ad Network. (Revenue percentage share not applicable for flat fee agreements) Notwithstanding the foregoing, Publisher agrees that Company, in its sole discretion, may withhold any and all payments due and owing to Publisher until such time as an applicable Included Ad Network has paid Company the revenue derived from the Advertising on Publisher’s Websites. Company reserves the right to reduce any and all payments otherwise owed to Publisher where the applicable Included Ad Network [Exhibit 1] has offset corresponding payments owed to Company. In no event shall Company be liable to pay Publisher for any such delay in payment or withholdings from the Ad Network. Company’s obligations under this Agreement do not involve or include investigating or resolving any claim or dispute involving Publisher and any Included Ad Network or other third party.

Publisher hereby agrees and acknowledges that all payments made by Company to Publisher constitute a “pass through” payment of amounts owed to Company from the Ad Networks. Therefore, Publisher hereby agrees, acknowledges and understands that Company shall not be responsible for any funds due Publisher except for those funds actually received by Company. Company bears no responsibility or liability for any such payments due but not received.

Revenues due Publisher shall be paid by Company to Publisher once payments are received from Ad Network partners. Company will have up to 30 business days to submit payment to Publisher once payment is received.

All amounts payable hereunder are exclusive of any sales, use and other taxes, tariffs or duties, however designated (collectively, “Taxes”). Publisher is solely responsible for payment of any Taxes applicable to Publisher or the provision or use of any Advertising.

Article 7 - ADDITIONAL FEES:

As consideration for Company’s agreement to render the services set forth herein and as compensation for any such services rendered by Company, the Publisher agrees to pay to Company any additional fees listed on Exhibit 1(if applicable there will be itemizations), separate and apart from the revenue share and/or flat fee per Included Ad Network or website domain.

Such additional fees may include, transaction fee, a nonrefundable annual management fee or a one-time Setup Fee, payable in full upon the execution of this Agreement.

Article 8 - TERM AND TERMINATION:

The term of this Agreement shall begin on the execution of this Agreement and shall remain in effect until terminated as set forth herein (the “Term”). This Agreement may be terminated by either Party, at any time, with or without cause, by giving the other Party written notice (“Notice of Termination”). The Parties agree that the Notice of Termination must be furnished in writing to be effective. Notice of Termination may be sent via e-mail. It is understood that Publisher is only eligible to earn revenues on Advertising during the term of this Agreement. Upon effective Notice of Termination, any and all rights and/or licenses granted herein shall immediately terminate. Upon termination of this Agreement: (i) all amounts due and owing under this Agreement through the date of shall become due and payable; and (ii) the Parties shall immediately cease performance of its obligations as set forth herein. In particular, Publisher agrees to immediately cease to use and remove from all Publisher Websites, all Advertising made available to Publisher. Any and all licenses and rights granted by Company to Publisher in connection with this Agreement shall immediately cease and terminate. Any and all Confidential Information, Advertising and/or information of Company (including, as applicable, any confidential or proprietary information of any Ad Network) that is in Publisher’s possession or control, must be immediately returned to Company or destroyed upon request. Publisher shall provide written confirmation of destruction executed by an officer, upon request, within five (5) business days. All terms of this Agreement which are expressly or by their nature impliedly intended to survive the expiration or termination of this Agreement shall not be affected by such expiration or termination. In particular, the rights and obligations of the Parties pertaining to Confidentiality, Indemnification, Representations and Warranties, and Limitations of Liability shall survive the termination or expiration of this Agreement.

Article 9 - DATA COLLECTION:

The Company and/or an Included Ad Network may be responsible for the collection of online data, such as page impressions, and the management of data received from the Websites and the Advertising. As such, Publisher acknowledges that Company and any Included Ad Network reserve the right to monitor the Advertising and the Publisher’s Websites at all times.

Company or an Included Ad Network may, from time-to-time, insert certain data mining tools within Advertising which will enable Included Ad Network to measure a Website’s or the Advertising’s performance and determine resulting payments (“Data”). Publisher agrees that all Data shall be the sole property of any such Ad Network. Publisher further agrees that it may not share any such Data with any other third party or entity. These data mining tools include, but are not limited to, embedded tags, source codes, links, pixels and modules (collectively, “Tracking Codes”). Publisher agrees that each individual piece of Advertising placed on Publisher’s Website must include all applicable Lead Tracking Codes, in an unaltered form if provided by Ad Network. Publisher agrees that it shall not knowingly, modify, circumvent, impair, disable or otherwise interfere with any Tracking Codes and/or other technology and/or methodology required or made available by Company or an Included Ad Network to be used in connection with any Advertising.

Publisher understands and agrees that data may be collected and/or Advertising may be served on the Website using behavioral advertising tools and Publisher shall advise users of such uses in its privacy policy (which privacy policy shall contain provisions no less encompassing than as generally recognized in the internet industry). Publisher acknowledges, for the avoidance of doubt, that Company or an Included Ad Network may use non-personally identifiable behavioral data concerning individual users of the Websites (or more specific pages thereof) to help target Advertising to those users. Each Included Ad Network shall own any data including, without limitation, personal identifiable information (“PII”), collected by such Included Ad Network by or through the Publisher’s Website.

Publisher will own any data including, without limitation, PII that is collected by Publisher and its affiliates, partners and/or agents through Publisher’s use of the Websites.

Article 10 - FRAUD:

Company actively monitors the Program for potential fraud. If, at any time, Company suspects or detects fraud, Company reserves the right in its sole discretion to immediately terminate Publisher’s approval to participate in the Program pending further investigation. Publisher agrees that Company, in its sole discretion, shall be responsible for determining the existence of fraud and Publisher shall be bound by any and all such determinations. Upon a good faith determination of fraud by Company, Publisher agrees that Publisher bears the burden of proving to Company that Publisher did not engage in fraud. If Publisher fraudulently generates leads or inflates leads or visitor/session numbers by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by Company or use of websites in co-registration campaigns that have not been approved by the applicable Advertiser), as determined solely by Company, then Publisher shall forfeit any amounts owed to Publisher by Company as provided herein, and it shall constitute a material breach of this Agreement and shall be grounds for the immediate termination of this Agreement, without notice or opportunity to cure. If Publisher is notified that fraudulent activities may be occurring and Publisher fails to take prompt action to stop the fraudulent activities, then in addition to any other remedies available to Company, Publisher shall be responsible for all costs and legal fees arising from these fraudulent activities. Additionally, in the event that Publisher has already received a payment(s) from Company based upon fraudulent activities, Company reserves the right to seek credit or remedy from future earnings or to demand reimbursement from Publisher.

Article 11 - REPRESENTATIONS AND WARRANTIES:

Company makes no, and expressly disclaims any, warranties, express or implied relating to the profitability or amount of revenue generated by or through the functionality of the Program, any Ad Network, Advertising, or the Representation Services, including, without limitation, any warranty of merchantability, fitness for a particular purpose, title, non-infringement, including, but not limited to, the functionality, performance or results of use thereof. Company makes no, and expressly disclaims any, warranties, express or implied relating to the Program or any Advertising provided by any Included Ad Network and expressly disclaims that the Program or any such Advertising materials provided to the Publisher are free of any software virus, worm, virus macro, Trojan horse or other such component designed to permit unauthorized access, to disable, erase or otherwise harm or maliciously alter the Websites, software, hardware or data.

Each Party represents and warrants to the other that: (a) it has the full power and authority to enter into this Agreement and fully perform all of its obligations hereunder without violating the legal or equitable rights of any third party; and (b) it has all rights necessary to enter into this Agreement and to grant the rights hereunder. Except as expressly set forth in this Agreement, the parties make no other warranties hereunder and expressly disclaim all other warranties, express or implied.

EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT. THE REPRESENTATION SERVICES PROVIDED BY COMPANY ARE ON AN “AS IS” BASIS AT PUBLISHER’S SOLE RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BOTH PARTIES EXPRESSLY DISCLAIM: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; AND (II) ANY WARRANTY REGARDING THE SERVICES OR THE RESULTS OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THEIR CORRECTNESS, QUANTITY, QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, PERFORMANCE, TIMELINESS OR CONTINUED AVAILABILITY.

Article 12 - TERMINATION:

Either party may terminate this Agreement immediately: (a) upon the material breach of any term or condition in this Agreement unless such breach is cured within thirty (30) calendar days following receipt of written notice to the breaching party; and/or (b) if the other Party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, suffers or permits the appointment of a receiver for its business or assets, becomes subject as a bankrupt to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has wound up or liquidated its business voluntarily or otherwise. Additionally, either Party may terminate this Agreement at any time upon not less than thirty (30) days’ prior written notice to the other Party; provided, however, any Advertising placements agreed to pursuant to this Agreement shall survive such termination of this Agreement and only terminate per the terms of the Ad Network.

Article 13 - GRANT OF RIGHTS:

Subject to the terms of this Agreement, Company grants to Publisher a non-transferable, non-assignable, non-sublicensable, revocable, non-exclusive, limited license, to participate in the Program. Publisher shall not acquire any rights, title or interest in the Program, Ad Network, Advertising, or any other information provided to Publisher as part of this Agreement. Publisher agrees that the Program and Advertising are protected by U.S. and international copyright, trademarks, patents and other proprietary rights and laws relating to Intellectual Property. All non-public information, data and reports received from Company herein or as part of the Program is proprietary to and owned by Company or other third-party. All Company and Publisher trademarks, trade names, service marks, and logos, whether or not registered, shall be the sole and exclusive property of the respective owning Party, which shall own all right, title and interest therein. All rights not expressly granted hereunder are expressly reserved to Company. In the event that Publisher also maintains its own network of publishers, Publisher may NOT provide the Program or any Advertising or access to Included Ad Networks to its own network of publishers, without the prior written authorization of Company. If Publisher fails to adhere to the foregoing, in addition to any other legal remedies available to Company, Publisher shall forfeit its rights to any otherwise unpaid revenues or other amounts owed by Company under this Agreement.

Article 14 - INDEMNITY:

Publisher agrees to indemnify, defend and hold harmless Company, its parents, affiliates, and each of their respective officers, directors, partners, members, managers, employees, agents and attorneys, from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from or related to: (i) Publisher’s breach of this Agreement and/or any representation or warranty contained herein; (ii) the Publisher Website(s), and/or Publisher’s other marketing practices; (iii) any third party allegation or claim against Company relating to a violation of any Laws and/or Regulations; (iv) any allegation that Publisher has infringed upon the trademark, trade name, service mark, copyright, license, intellectual property or other proprietary right of any third party; (v) any non-Advertising Campaign related content, goods or services offered, sold or otherwise made available by Publisher on and through the Publisher Website(s), or otherwise; (vi) any claim that Company is obligated to pay any taxes in connection with Publisher’s participation in the Program; and/or (viii) Publisher’s participation in the Program, in any manner whatsoever. Publisher shall promptly assume such defense with counsel reasonably acceptable to Company upon written notice to Publisher of such indemnifiable claim. Additionally, Company reserves the right to participate in the defense at its sole expense. Publisher agrees not to settle any indemnifiable claim without the prior written approval of Company. Publisher shall immediately notify Company of any current, impending, or potential legal actions, complaints, inquiries or investigations against it by a third party for matters relating to Publisher Website(s), e-mail complaints, e-mail deployment, violations of CAN-SPAM (or other applicable regulations, including all laws and regulations), or any other violations in connection with Publisher’s business, whether or not Publisher is obligated to indemnify Company for such claim hereunder.

Article 15 - LIMITATION OF LIABILITY:

NEITHER PARTY SHALL BE LIABLE TO THE OTHER (OR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM A PARTY’S RIGHTS HEREUNDER) FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION, WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER A PARTY WAS ADVISED, HAD REASON TO KNOW OR KNEW OF THE POSSIBILITY THEREOF. IN ANY OCCURRENCE, A PARTY’S MAXIMUM LIABILITY ARISING OUT OF THIS AGREEMENT, WHETHER THE CAUSE OF ACTION ARISES IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNTS PAID AND PAYABLE BY COMPANY TO PUBLISHER HEREUNDER IN CONNECTION WITH THE APPLICABLE REPRESENTATION SERVICES UNDER WHICH AN APPLICABLE CLAIM AROSE. THE FOREGOING SHALL NOT LIMIT A PARTY’S (A) PAYMENT OBLIGATIONS UNDER THE AGREEMENT; (B) INDEMNIFICATION OBLIGATIONS UNDER SECTION 11; (C) LIABILITY FOR ANY BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; OR (D) LIABILITY FOR ITS INFRINGEMENT OR MISAPPROPRIATION OF ANY PROPRIETARY RIGHTS OF THE OTHER PARTY.

Article 16 - MARKETING ACTIVITIES:

Company may promote and market the Websites and Publisher in marketing and sales materials in Company’s reasonable discretion, but solely for purposes of promoting the availability of the Website as an Advertising destination for use by Included Ad Networks pursuant to this Agreement. Company shall comply with Publisher’s written branding guidelines (to the extent received) in connection with any such promotion. This Article is predicated on permission given to Hooligan Media from TBD on a domain by domain basis. No marketing can take place without written permission in advance.

Article 17 - RELATIONSHIP OF THE PARTIES:

Company and the Publisher are independent contractors. Neither Party is an agent or partner of the other Party. Neither party shall have any right, power or authority to enter into any agreement for or on the behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party except as provided in this Agreement. These Terms and Conditions shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

Article 18 - CONFIDENTIAL INFORMATION:

As used herein, “Confidential Information” means any non-public information of the other Party (“Disclosing Party”) that is designated as confidential, or that the recipient (“Receiving Party”) knew or reasonably should have known was confidential because it derives independent value from not being generally known to the public. Without limiting the generality of the foregoing, the terms of this Agreement shall be considered Company’s and Publisher’s Confidential Information. Confidential Information shall not include any information which: (i) a Party can demonstrate was rightfully in its possession prior to the date of disclosure to it by the other Party; (ii) at the time of disclosure or later, is published or becomes part of the public domain through no intentional or inadvertent act, failure to act, or breach on the part of a Party; (iii) a Party has developed independently without reference to any Confidential Information of the other Party; or (iv) a Party can demonstrate came into its possession from a third party subject to no restriction of confidentiality and who had a bona fide right to make such information available.

Each Party shall maintain and protect all of the Confidential Information of the other Party as confidential and secret. The Receiving Party shall only disclose or cause the disclosure of any of the Confidential Information of the Disclosing Party to third parties or entities in furtherance of the purpose of this Agreement. For the avoidance of doubt, Company is explicitly permitted to disclose any of Publisher’s Confidential Information to any Ad Network, or Included Ad Network employee, officer, agent, or representative acting on such Ad Network’s behalf, if such disclosure is in furtherance of the purpose of this Agreement.

Unless otherwise permitted herein, the Receiving Party shall be entitled solely to disclose such Confidential Information to those employees and consultants of such Party who have a specific need to use such information in connection with the purposes of this Agreement. All employees and consultants to whom the Receiving Party discloses any Confidential Information of the Disclosing Party shall be advised of the existence and scope of this Agreement and shall be bound either by this Agreement or by legally binding non disclosure restrictions for the benefit of the Disclosing Party which must be at least as restrictive as this Agreement. Neither Party shall be permitted to use the Confidential Information of the other Party for any other use or purpose at any time.

These confidentiality restrictions shall lapse with respect to any particular item of Confidential Information two (2) years after the termination or expiration of this Agreement. In the event that the Receiving Party is requested or ordered in any legal proceeding to disclose any of the Confidential Information of the other Party, the Receiving Party shall not make any such disclosures without the prior written authorization of the other Party in the case of a request, or without prompt prior written notice to the other Party in the case of an order. The Receiving Party shall provide the other Party with prompt notice of any such requests or orders and shall cooperate with such independent steps to attempt to resist or narrow such requests or orders, or to attempt to obtain appropriate protective orders or other assurances of nondisclosure that the other Party elects. Both Parties agree that a monetary remedy for a breach or violation of this Section will be inadequate and will be impracticable and extremely difficult to prove, and that any such breach or violation would cause the other Party irreparable harm. Accordingly, in the event of any breach or violation of this Section, in addition to any other available rights and remedies at law or in equity, said other Party shall be entitled to seek temporary and permanent injunctive relief and other equitable relief without the necessity of posting a bond or making any undertaking in connection therewith and without the necessity of proving actual damages.

Article 19 - NOTICES:

All notices relating to this Agreement shall be made in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by email; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to:

For Company: Oracle Cabling INC

275 7th Ave,
7th Floor,
New York, NY,
10001.

Article 20 - GENERAL:

  1. This Agreement: (a) is the entire agreement between the Parties and supersedes all prior written or oral understandings with respect thereto; (b) may not be amended or modified except in writing by both parties; and (c) may be executed in counterparts and with facsimile or electronic signatures.
  2. A waiver of performance or breach of any provision of this Agreement shall not constitute a waiver of any subsequent performance or breach of the same or any other provision.
  3. If any provision of this Agreement shall be declared void, illegal or unenforceable, the remainder of this Agreement shall be valid and enforceable to the extent permitted by law.
  4. Any provision of this Agreement reasonably intended to survive, shall survive the termination or expiration of this Agreement.
  5. This Agreement shall be governed and interpreted in accordance with the laws of the state of New York, without regard to the conflict-of-law rules thereof. The Parties hereby consent to the exclusive jurisdiction of the courts of the State of New York for resolutions of all claims, differences, and disputes which the Parties may have regarding this Agreement.
  6. Publisher may not assign this Agreement without Company’s prior written approval.
  7. Force Majeure: No delay or failure by a Party hereto in the performance of any obligation of this Agreement shall be deemed a breach of this Agreement nor create a liability, if the same shall arise by reason of any cause beyond the reasonable control of the affected Party, including, but not limited to acts of God, provided that the party so affected shall use its best efforts to avoid or remove such cause of non-performance and continue performance as soon as practicable. In the event such cause exceeds thirty (30) calendar days, the Party so affected may cancel this Agreement upon written notice and without further liability.

Article 21 - INDEPENDENT COUNSEL:

THE PARTIES ACKNOWLEDGE THAT THEY HAVE HAD AN ADEQUATE OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOOSING PRIOR TO SIGNING THIS AGREEMENT. EACH PARTY HAS INDEPENDENTLY EVALUATED THE RISKS AND REWARDS OF THIS AGREEMENT AND ACKNOWLEDGES THAT IT IS NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

Article 22 - SIGNATURES:

By clicking ‘I have read and accepted’ you agree to this agreement and it is equal as your signature.

EXHIBIT 1 ADVERTISING NETWORK TERMS



Included Ad Network:
*May Not Use All of These: Google, AppNexus, Index Exchange, Amazon, PulsePoint, OpenX, Verizon, Rubicon Project, Sonobi, Sulvo, Kiosked, Sovrn, District M, and others.

Rev Share: 90/10

Payment Terms: Net 60.
Net Terms Predicated on Individual Networks Payment Terms