ADOORN, LLC.
INDEPENDENT INFLUENCER AGREEMENT
This Independent Influencer Agreement (including any schedules, exhibits or addenda attached hereto, the “Agreement”), is made and entered into as of the date identified below (the “Effective Date”), by and between Adoorn LLC. (“Adoorn”), with an address of 116 W. Illinois Street, #3E, Chicago IL 60654, United States and the influencer identified below (“Independent Influencer” or “you”). In consideration of the mutual promises contained herein, the parties agree as follows:
Services.
The Independent Influencer Program. Independent Influencer agrees to provide to Adoorn under the terms and conditions of this Agreement, services (the “Services”) in connection with Adoorn's Independent Influencer Program (the “Program”). As part of the Services, Independent Influencer will generate and post content (including, without limitation, text, videos and images) regarding Adoorn brand and Adoorn products on Independent Influencer’s dedicated Web page (the “Influencer Page”) and on Influencer's Instagram, Instagram Story, Twitter, Facebook, TikTok, blog and potentially YouTube and Pinterest (the “Social Channels”) (collectively the “Content”) in an effort to generate sales.
Independent Influencer agrees to:
-Devote such of his/her time, resources and best efforts to the Services as is reasonably necessary to perform them in a professional and diligent manner.
-Comply with all applicable laws and regulations.
-Determine, in his /her discretion, the time, place, manner, means, methods and independent/personal resources by which the Services are performed and achieved.
-Provide and utilize his/her own equipment, tools and other resources in performing the Services but Adoorn will provide to Independent Influencer certain informational materials to facilitate the creation of Independent Influencer's created content to his/her Influencer Page and/or Social Channels (such templates and other materials are collectively referred to as the “Adoorn Materials”).
-Will be responsible for (i) creating and editing the Content and (ii) either emailing to Adoorn such Content to upload to the Influencer Page or posting such Content on the Social Channels.
-All such Content that is uploaded to the Influencer Page will be posted to the Influencer Page.
-It is understood and agreed that Independent Influencer will be an independent contractor, is not and will not be considered an agent or employee of Adoorn (or any of its affiliates or related entities), and shall have no authority to bind Adoorn (or its affiliates or related entities) by contract or otherwise.
Restrictions.
Independent Influencer agrees that they will not:
-Make any derogatory statements about Adoorn and/or Adoorn products
-Link to any third-party websites, other than the Social Channels, on the Influencer Page or otherwise redirect visitors of the Influencer Page to third-party websites, unless they're linking sites.
-Resell or distribute any Adoorn products, including those received for free or as gifts, for commercial purposes, other than via the Influencer Page
-Promote Adoorn products, the Adoorn brand, the Program and/or the Influencer Page via any website, media, social media, or electronic presence or resource that may be considered pornographic, lewd, offensive, or discriminate
-Engage in any fraudulent transactions, as reasonably determined by Adoorn, including without limitation, making transactions from Influencer's IP addresses or computers under Influencer's control.
Compensation.
In consideration for the Services, Adoorn will pay to Independent Influencer a percentage of the Net Revenue (as defined below) collected by Adoorn in accordance with the Commission Appendix below (the “Commission(s)”). For purposes of this Agreement, “Net Revenue” means gross fees received by Adoorn from Qualifying Orders (as defined below), less amounts paid for using store credit or gift certificates, taxes, duties and transaction-based costs and expenses, including but not limited to payment process fees and shipping fees. For purposes of this Agreement, “Qualifying Orders” means purchases of Adoorn product(s) via the Influencer Page that are made by a method of payment accepted by Adoorn. The Commission is also only paid to Independent Influencer if the Qualifying Order is final -any returns will cause that specific Commission to be deducted out of the month payouts. The Commission will be calculated solely based on records maintained by Adoorn using its standard methodologies. Adoorn will pay Independent Influencer its Commission within 30 days of the Qualifying Orders transaction date. Commissions due hereunder will be made by Adoorn to Independent Influencer through its payment processor (“Payment Processor”), which, as of the Effective Date, is ACH Direct Deposit or PayPal. Independent Influencer is solely responsible for creating and maintaining a Payment Processor account, and communicating such account information to Adoorn for purposes of receiving the payments set forth herein. Adoorn is not responsible for making any payments based on any amounts which result from any fraudulent transactions, as reasonably determined by DAdoorn, including without limitation any transactions originating from Influencer's IP addresses or computers under Influencer's control.
Confidentiality.
Definition. “Confidential Information” means all trade secrets and confidential or proprietary information, whether or not in writing, concerning Adoorn's business technology, business relationships or financial affairs which Adoorn has not released to the general public. By way of illustration, Confidential Information includes, but is not limited to, information or material which has not been made generally available to the public, such as: (i) corporate information, including plans, strategies, method, policies, resolutions, negotiations or litigation;(ii) marketing information, including strategies methods, customer identities or other information about customers , prospect identities or other information about prospects, or market analyses or projections; (iii) financial information, including cost and performance data (iv) operational and technological information, including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions improvements, concepts and ideas; and (v) personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data. Confidential Information also includes information received in confidence by Adoorn from its customers or suppliers or other third parties.
Non-Disclosure and Non-Use Obligations. Independent Influencer will not, at any time, without Adoorn's prior written permission, either during or after the term of this Agreement, disclose any Confidential Information to anyone outside of Adoorn, or use or permit to be used any Confidential Information for any purpose other than the performance of the Services for or on behalf of Adoorn. Independent Influencer will cooperate with Adoorn and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Independent Influencer will deliver to Adoorn all copies of Confidential Information in Independent Influencer's possession or control upon the earlier of a request by Adoorn or termination of this Agreement for any reason.
Information of Third Parties. Independent Influencer understands that Adoorn is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require Adoorn to protect or refrain from use of Confidential Information. Independent Influencer agrees to be bound by the terms of such agreements in the event Independent Influencer has access to such Confidential Information.
Intellectual Property Rights.
Content License.
Independent Influencer hereby grants to Adoorn and its subsidiaries, affiliates, licensees, agents, representatives, successors and assigns:
-Unrestricted, fully-paid, royalty free, exclusive, transferable and irrevocable rights, power and authority to use, reproduce, publish, print, distribute, transmit, copy or otherwise use any of the Content, worldwide and perpetually, in whole or in part, in any medium known now or later discovered, for the purpose of its advertisements, promotions, marketing activities, public relations, educational and other commercial or non-commercial purposes, subject only to the payment made to Independent Influencer in section 2 hereof.
-Independent Influencer shall have the revocable, unlimited, perpetual and worldwide right to use the Content, for Independent Influencer’s promotional purposes, in any and all media now known or hereafter developed.
-With respect to Content which portrays Independent Influencer’s face, body and voice (the “Restricted Materials”), Adoorn shall have the right to use the Restricted Materials upon prior approval from Independent Influencer.
Other Developments.
Independent Influencer hereby grants to Adoorn and its affiliated companies, successors and assigns, the royalty-free, perpetual, unrestricted, transferable, irrevocable sublicensable, non-exclusive, worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any content or other materials, other than the Content, (i) submitted to Adoorn in connection with the Program or (ii) otherwise created by Independent Influencer in connection with the Services, (collectively, the “Other Developments”)
Adoorn Materials and Trademark.
Except for Independent Influencer's limited right to use the Adoorn Materials solely in connection with performing the Services, Adoorn retains all right title and interest in the Adoorn Materials, including all related intellectual property rights. DeliverySafe hereby grants to Independent Influencer, a limited, non-exclusive, non-transferable license to use and display DeliverySafe's name, website address, logo and trade names (the “Marks”), solely in connection with performing the Services.
Independent Influencer agrees that any use of the Marks:
-Will comply with Adoorn's quality standards and trademark guidelines, which may be provided by Adoorn to Independent Influencer from time to time
-Will solely inure to the benefit of Adoorn. The Marks are proprietary and nothing in this Agreement constitutes the grant of a general license for their use. Independent Influencer does not acquire any right, title or interest in the Marks or the goodwill associated therewith. Independent Influencer agrees not to (A) attack the Marks or assist anyone in attack in the Marks, and (B) make any application to register the Marks or use any confusingly similar trademark, service mark, trade name, iconography, or derivation thereof including, but not limited to, the registration of any domain name including any of the Marks, during the term of this Agreement and thereafter.
Federal Trade Commission Requirements.
Independent Influencer acknowledges and agrees that the provisions of the Federal Trade Commission's Guides Concerning Use of Endorsements and Testimonials in Advertising (the “Guides”) apply to Independent Influencer's provision of the Services hereunder. Independent Influencer represents and warrants that he or she has read and understands the Guides and their requirements, and that the Content and Other Developments (including, without limitation, social media communications regarding Adoorn products, the Adoorn brand and/or the Program) will contain clear and prominent disclosures compliant with the Guides.
Independent Influencer Social Channels.
In connection with performing the Services, Independent Influencer may link certain of his or her Social Channels to the Influencer Page. If Independent Influence so elects, Adoorn may link to, and stream content from such Social Channels on its websites, social media channels and in other Adoorn advertising and promotional materials.
Representations and Warranties.
Independent Influencer represents and warrants that:
-He or she is at least 18 year of age and legally allowed to live and work in his/her country of residence
-The Services will be performed in a professional, lawful and workmanlike manner, in accordance with any terms and conditions set forth herein and in the Adoorn Materials;
-The Content and Other Developments are Independent Influencer' s original work
-Use of the Content and Other Developments by Adoorn will not infringe or involve the misappropriation of any third party rights
-All clearances and licenses relating to the use of the Content or Other Developments have been obtained by Independent Influencer
Except as expressly set forth herein, no fee, compensation or any other payment whatsoever will be payable by Adoorn for any Content or Other Developments or any content or material incorporated therein to any third party;
He or she will comply with all applicable laws, rules and regulations, including the Guides
Indemnification.
Independent Influencer shall indemnify and hold Adoorn, its affiliates and their respective directors, officers, agents and employees harmless from and against all claims, demands, losses, damages and judgments, including court costs and attorneys' fees, arising out of or based upon the Services and/or Independent Influencer's performance thereof including, but not limited to, (a) any claim that the Services provided hereunder or, any related intellectual property rights or the exercise of any rights in or to any Content, Other Development, Influencer IP or related intellectual property rights infringe on, constitute a misappropriation of the subject matter of, or otherwise violate any patent, copyright, trade secret, or trademark of any person or breaches any person' s contractual rights; and (b) any breach or alleged breach by Independent Influencer of any representation, warranty, certification, covenant, obligation or other agreement set forth in this Agreement.
Term; Termination.
This Agreement will commence on the Effective Date and continue until terminated as set forth herein. Either party may terminate this Agreement for convenience upon at least seven (7) days' prior written notice thereof to the other party. Adoorn may, in addition to any other rights it may have at law or in equity, terminate this Agreement immediately and without prior notice if Independent Influencer refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement. Upon any termination of this Agreement, all rights and duties of the parties toward each other shall cease, except that the following Sections shall survive: 2 (with respect to any Net Revenue accrued during the term of this Agreement but not yet paid); 3, 4(a), 4(b), 4(c) and 5 through 13 (inclusive).
Independent Contractor; No Agency.
Independent Influencer is not and shall not be deemed an employee, agent, joint venture or partner of Adoorn, and neither party shall have any right or authority to assume or create any obligation on behalf of or bind the other party in any manner whatsoever.
Adoorn Affiliate Terms & Conditions
Please read our affiliate terms and conditions (“Terms”) carefully before you join our program or begin marketing our program. These terms and conditions are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by affiliates. Each Affiliate must, and is responsible for assuring that its employees, agents and contractors, comply with these terms and conditions as well as our Terms of Use (“TOU”). Any dispute in connection with these Terms or your participation in the Program (defined below) is subject to Section 16 of the TOU. If there is a conflict between these Terms and the TOU, these Terms will control. These Terms are subject to change and, if you disagree with any change or modification, your only option is to discontinue your participation the Program. Your continued use of the Program after any change or modification means that you agree to the modified/changed Terms. Thank you very much.
DEFINITIONS
As used in these Terms: (i) “We”, “us”, or “our” refers to Adoorn, LLC. and our website; (ii) “you” or “your” refers to the Affiliate; (iii) “our website” refers to our properties located at
http://www.adoorn.com; (iv) “your website” refers to any websites that you will link to our website; (v) “Program” refers to our Affiliate Program.
WEBSITE RESTRICTIONS
Your participating website(s) may not:
-Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights.
Violate any law, rule or regulation.
-Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
-Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
-Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
LINKING TO OUR WEBSITE
Upon acceptance into the Program, links will be made available to you through the affiliate interface. Your acceptance in our program means you agree to and abide by the following.
-You will only use linking code obtained from the affiliate interface without manipulation.
-All domains that use your affiliate link must be listed in your affiliate profile.
-Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.
-You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
-Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
-If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided or your commission level will be set to 0%. This does not include using “out” redirects from the same domain where the affiliate link is placed.
COUPON GUIDELINES
If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
-You may ONLY advertise coupon codes that are provided to you through the affiliate program.
-Posting any information about how to work around the requirements of a coupon/promotion (ie first time customers only) will result in removal from the program.
-Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
-You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
-You may NOT advertise coupon codes obtained from any non-affiliate marketing channel, including coupon codes from our email, paid search or any other non-affiliate advertising campaigns.
-You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your site to get this deal.
-Additionally, if your website ranks on the first page of Google for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.
COUPON ATTRIBUTION & AUTHENTICATION
Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site, and/or who are tagged as coupon in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or the Deals Database in Refersion, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e up to 40% off sale items) or are long-term sitewide offers that do not require a code may not considered valid codes and the affiliate will not be given commission on these orders.
SUB-AFFILIATE NETWORKS
Promoting us through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our program terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program.
Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our program terms.
DOMAIN NAMES
Use of any of our trademarks as part of the domain or sub-domain for your website is strictly prohibited i.e. deliverysafe.website.com or deliversafe-coupons.com.
ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Program.
E-mail must be sent on your behalf and must not imply that the e-mail is being sent on our behalf.
E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail.
SOCIAL MEDIA
Promotion on Facebook, Twitter, Instagram, YouTube and other social media platforms is permitted following these general guidelines:
-You ARE allowed to promote offers to your own social media pages or groups you manage; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages. For example: You may post, “10% off sale at Adoorn through Wednesday with code DeliverySafe10.”
-You ARE PROHIBITED from posting your affiliate links on our Facebook, Twitter, Pinterest, etc. company pages in an attempt to turn those links into affiliate sales.
-You ARE PROHIBITED from running Facebook ads with our trademarks.
-You ARE PROHIBITED from creating a social media account that includes our trademarks in the page name and/or username.
OPERATIONS OUTSIDE UNITED STATES
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more of the European Union countries.
REVERSAL & COMMUNICATION POLICY
We take pride in its very low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy:
-You are not forthcoming, intentionally vague or are found to be lying.
-You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
-You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.
-If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the program for the period or orders in question. We know that many violations are a result of automated processes; however it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.
FTC DISCLOSURE REQUIREMENTS
You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.
Disclosures must be made as close as possible to the claims.
Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).
Pop-up disclosures are prohibited.
COMMISSION STRUCTURE
To be eligible to earn a commission on purchases, a customer must click-through a tracking link or using an approved coupon code from your site to our site, add a course(s) to his or her shopping cart during a session and make a purchase before the session lapses. The session ends upon one of the following events: 45 days elapse from the customer's initial click-through or the customer follows a third party's tracking Link after clicking your tracking Link.
All purchases and new user registrations will be reviewed monthly for validity and may be voided if the purchase or new user registration is fraudulent. If you are found to be in violation at any time of our Program policies, any purchase or new user registration commission due to you may be forfeited.
INTELLECTUAL PROPERTY
We retain all right, title, ownership, and interest in our intellectual property, including any and all copyright, trademark, or other proprietary rights therein. Nothing in these Terms shall be construed to grant you any right, title or ownership in our intellectual property.
CONFIDENTIALITY
Any information that you are exposed to by virtue of your participation in the Program, which information is not available to the general public, shall be considered to be "Confidential Information." You may not disclose any Confidential Information to any person or entity, except where compelled by law, unless you obtain our prior written consent for such disclosure. You shall not use any Confidential Information except to the extent necessary to fulfill the purposes of these Terms.
MODIFICATIONS
We may, in its sole discretion, change, suspend or discontinue any aspect of the Program (in whole or part), an offer or link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a link. You agree to promptly implement any request from us to remove, alter or modify any link, graphic or banner ad that is being used by you as part of the Program.
INDEMNIFICATION
You hereby agree to indemnify, defend and hold harmless us and our respective subsidiaries, affiliates, partners, and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of these Terms, including any representation, warranty, covenant, restriction or obligation you made herein, (ii) any misuse by you, or by a party under your reasonable control or obtaining access through you, of the links, offers or our intellectual property, or (iii) any claim related to your media, including but not limited to, the content contained on such media (except for the Links).
DISCLAIMER
YOU ACKNOWLEDGE THAT YOU HAVE NOT RELIED ON ANY WARRANTIES RELATED TO THE PROGRAM OTHER THAN THE EXPRESS STATEMENTS IN THIS AGREEMENT, PROGRAM, LINKS, PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED TO AFFILIATE "AS IS". TO THE FULLEST EXTENT OF THE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. CL DOES NOT WARRANT THAT THE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. CL EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. CL DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT OF THE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND OUR CONTROL. TO THE FULLEST EXTENT OF THE LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. OUR CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO THE AMOUNTS WE PAID TO YOU DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
GOVERNING LAW & MISCELLANEOUS
These Terms are governed by and construed in accordance with the laws of Delaware, without regard to its conflict of laws provisions. These Terms contain the entire understanding between the parties with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. These Terms are binding on, and inure to the benefit of, the parties’ legal representatives, successors, and valid assigns. We shall not be subject to, or bound by, any affiliate insertion order or online terms and conditions that amend, conflict with or supplement these Terms, regardless of whether we "click through" or otherwise indicates our acceptance thereof. You are responsible for the payment of all attorney’s fees and expenses incurred by us to enforce these Terms. You may not assign all or any part of these Terms without our prior written consent and any attempted assignment without our consent is void. We may freely assign these Terms. If any provision of these Terms is held to be void, invalid or inoperative, the remaining provisions of these Terms shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to these Terms is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. Neither course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
