These “Advertising Standard Terms and Conditions” (these “Terms and Conditions” and together with any IOs executed by the Parties, the “Agreement”) are entered into by and between The Nexus Group, LLC (“Company”) and the undersigned entity (“Advertiser”). Section 1. Insertion Orders
1.1 IOs. From time to time, the parties may negotiate insertion orders (“IOs”) under which Company will deliver advertisements or other content (“Company Ads”) provided or approved by Advertiser on websites or other online services (including as may be owned or operated by any third-parties) that are part of Company’s affiliate network (“Ad Network”). Each IO may specify, together with any other terms agreed upon therein: (a) the websites or other properties on which Company Ads will be delivered;
(b) the type(s) and amount(s) of inventory to be delivered (e.g., impressions, clicks or other desired actions with respect to Company Ads) (the “Deliverables”); (c) the fees for the Deliverables and payments terms (if different than these Terms and Conditions); (d) the maximum amount of money to be spent pursuant to the IO (if applicable); (e) the start and end dates of the campaign; and (f) any other information mutually agreed by the parties. These Terms and Conditions shall be deemed to be incorporated in any IO executed by Advertiser and Company, whether or not such IO specifically references these Terms and Conditions. In the event of any conflict or inconsistency between any IO and these Terms and Conditions, these Terms and Conditions will control, except to the extent expressly superseded by a specific reference in the applicable IO to the provision of these Terms and Conditions to be superseded.
1.2 Acceptance. Each IO will be deemed accepted upon the earlier of: (a) execution thereof by Company and Advertiser; or (b) the display of the first Company Ad impression specified in the IO following execution thereof by Advertiser. Modifications to any accepted IO will not be binding unless made in a writing signed by each Party. Company will not be bound by conditions printed or appearing on forms or instructions submitted by or on behalf of Advertiser, unless specifically agreed to in writing by Company, which writing is executed by an employee of Company holding the rank of Vice President or higher. This Agreement supersedes all terms and conditions on Company's rate cards or other published materials, and any previous agreements and understandings between Company and Advertiser relating to the subject matter of this Agreement. In no event will Company be obligated to serve Company Ads for any third party. Section 2. Company Ad Content and Creative
2.1 Ad Content / Creative. Advertiser shall provide all creative and substantive materials ("Creative") required for marketing the Campaign, including but not limited to: banners, language/text for promotional e-mail text, links, key words and any other creative content as needed. To the extent that Company provides assistance in the development of a Campaign or any Creative, such assistance shall be merely suggestions and Advertiser agrees that Company exercises absolutely no editorial control over Creative, and such suggestions are made “as is” without any warranty. Advertiser is solely responsible for all Creative and content of each Company Ad.
2.2 Functionality. Advertiser is responsible to confirm the correct function of all Creative supplied to Company within twenty-four (24) hours of the initial placement of such Company Ad. If no confirmation is received within this time frame, all such Creative shall be deemed to be functioning properly. All problems related to Creative should be immediately brought to the attention of the Company account executive for Advertiser. Company is not liable for errors in position and/or placement of the Creative, or typographic errors of any kind. Company is not liable for the actions of any third-party, including without limitation any third parties that may participate in the Ad Network. Advertiser agrees and understands that if Company retrieves any Creative for and on behalf of Advertiser, that Company performs this service solely as a courtesy to Advertiser. Advertiser shall remain fully responsible for all Company Ads delivered for or on behalf of Advertiser, even in the event of any errors by Company, including retrieving incorrect content.
2.3 Ad Content Compliance. Advertiser shall ensure that all Creative and all Company Ads will be compliant with applicable law and all of Company’s then existing advertising criteria and specifications, including content limitations, technical specifications, privacy policies, and other editorial or advertising policies as may be applicable to any of Company’s Ad Network, all as communicated by Company to Advertiser from time to time. All content for Company Ads must be received at least 5 days in advance of publication date. Changes to content for all other Company Ads must be received by Company at least 5 days in advance of the requested change date. Company will not be required to accept changes to Company Ad content more than once in any discrete 14 day period.
2.4 Rejection of Company Ads. Company expressly reserves the right to: (i) refuse any advertising request or cancel any Company Ad or Creative fails (in Company’s reasonable discretion) to comply with the terms of this Agreement (including the applicable IO) or any applicable guidelines); (ii) refuse any Creative that is not timely delivered; (iii) refuse or cancel the use of any Company Ad that it deems, in its reasonable discretion, inappropriate; or (iv) refuse or cancel any Company Ad that is hosted by any directly or indirectly competitive ad network. All Company Ad campaigns are subject to capacity limitations which include software, hardware, bandwidth and inventory availability. Company shall notify Advertiser of the rejection or cancellation of any Company Ads and shall have no liability to Advertiser for any such rejection or cancellation. Further, Company shall have no liability to Advertiser for failure to place any Campaign on its or any third-party publisher's network 2.5 Timing of delivery. Company may, at its option, modify the start date (and corresponding end date) of any Company Ad campaign if the Creative or linking URL's are not delivered on time or there are delays due to third party ad-serving, inventory fluctuation or other issues beyond its control.
Section 3. Company Ads Placements and Delivery 3.1 Placements. Subject to and in accordance with the terms of this Agreement, Company will deliver all Company Ads in accordance with the terms of the applicable IO. To the extent that the size, placement, positioning or any other aspects of the presentation of any Company Ads are not specified in an IO, Company may determine the same in its sole discretion. Scheduling of delivery of any Company Ads is subject to availability and need not be contiguous. Company will use commercially reasonable efforts to notify Advertiser in advance of any inability to deliver Company Ads in accordance with the terms of the applicable IO. If Company cannot deliver any Company Ads in accordance with the terms of any IO, Advertiser may, as its sole and exclusive remedy for such non-delivery, cancel all or a portion of the Company Ads remaining to be delivered under that IO upon delivery to Company of written notice specifying the IO and the Ads to be cancelled.
3.2 Tracking Solution. (a) Advertiser acknowledges that Company will provide a tracking solution. If compensation for Advertiser’s Campaign is based upon cost-per-acquisition, Advertiser shall also implement a sales tracking system. Advertiser shall provide Company access to Advertiser’s tracking system. Advertiser shall provide a login where Company can retrieve daily and month's end summary reports reflecting the exact number of units delivered, as reported by Advertiser’s tracking system. Company may also implement a tracking system or service, and shall decide on a case-by-case basis which tracking data to use for purposes of this Agreement.
(b) Company shall have the right to place pixels on Advertiser's website as may be required to measure webpage activity, track and/or measure consumer response to any Company Ads, and provide estimated live statistics for Company and Ad Network members. The technical specifications of the tracking system and its delivery methods must be met to the reasonable satisfaction of Company before any ad-serving will be provided by Company and any data collected shall be jointly owned by the parties. If Advertiser removes or manipulates the pixels at any time during the run of any Company Ads without express written permission from Company, Company may suspend performance and, if applicable, Advertiser agrees to pay Company for the days during which the pixels were absent or manipulated based on the average daily conversion measurements (using daily click counts and/or conversions for the seven (7) days prior to the pixels being removed or manipulated) plus fifteen percent (15%) or $50 whichever is greater.
3.3 Shortfall; Make Goods. If Company fails to deliver any Deliverables as and when required under an IO, Company will, as Advertiser’s sole and exclusive remedy therefor, make good on such Deliverables by continuing to deliver Company Ads (that Company determines are comparable) after the term of the IO until the Deliverables have been delivered; provided, that Company will have no obligation to continue to deliver any such Company Ads after the term of the IO if such IO has been terminated by reason of Advertiser’s breach. Company will not be required to make good under-deliveries due to delays caused by Advertiser. Section 4. Payments
4.1 Payments; Invoicing. All payments due pursuant to any IO shall be paid as and when specified pursuant to such IO. If Advertiser is required to pay in advance, Company is under no obligation to perform agreed upon services until payment is received. If payment terms are not otherwise specified in an IO, then Company will invoice Advertiser, at the address specified in the IO, not more frequently than once per week. Invoiced amounts will be due and payable three (3) days after Company’s delivery of the invoice (which may be delivered via email).
4.2 Credit Cards. Where payment is made by credit card, if Advertiser has a good faith dispute with respect to any payment, Advertiser expressly agrees this it will permit any amounts to be charged back, but will instead follow the dispute resolution procedures as specified herein. If Advertiser pays any amounts due with a credit card and the issuer of the credit card seeks to recover from Company any amounts received by Company from the issuer, Advertiser will immediately remit to Company all amounts necessary to comply with the issuer's request and any costs and expenses incurred by Company in connection therewith. 4.3 Late Payment. Without limiting any other rights or remedies available to Company, if Advertiser is more than seven (7) days past due on its account, Company may immediately charge the total amount then due and owing (including any interest thereon) to Advertiser's credit card account (if applicable). Interest will accrue on any past due amounts at the rate of the lesser of 1.5% per month or the lawful maximum. Advertiser will be charged $50 for payments by checks that are returned due to insufficient funds. Advertiser will be liable to Company for all costs of collection of amounts due but not timely paid (including agency fees, counsel fees and internal costs and expenses).
4.4 Disputed Invoices. In the event of a dispute between Advertiser and Company regarding amounts due, Advertiser agrees that Company may determine which tracking count to use. Advertiser understands and agrees that in no event, and under no circumstance, will data provided by any Company representative constitute final billing numbers. Only invoices sent directly to Advertiser are to be construed as representative of billable amounts. If Company does not receive a written notification of a disputed bill, with rationale and support therefore specifically set forth therein, by the date such payments are due thereunder, then such invoice will be deemed valid, final and payable and may not thereafter be disputed. Advertiser specifically agrees that this provision is reasonable and that Company will rely upon this provision in making payments to Ad Network participants.
Section 5. Termination; Suspension 5.1 Termination for Breach. Either party may terminate this Agreement at any time if the other party materially breaches this Agreement (except in respect of breaches of provisions of this Agreement for which a specific remedy is provided herein) and does not cure the same within 15 days after written notice thereof from the non-breaching party (except that payment breaches must be cured, including all applicable interest payment due thereunder, within 5 days). 5.2 Suspension. In addition, Company may suspend delivery of Company Ads under any and all IOs immediately upon written notice in the event of (a) any failure or suspected failure by Advertiser to make any payments due hereunder when due, or otherwise comply with all terms and conditions herein regarding the content of any Company Ad or Creative, or (b) such Company Ad campaign fails to satisfy Company’s performance expectations or operational requirements. If Company elects to suspend delivery of any Company Ads, such suspension shall be effective upon d written notice to Advertiser. In such case, upon the election of Company, the end date specified in the applicable IO will be extended by a number of days equal to the period of suspension. If during or following such suspension Company deems, in its sole discretion, that the Company Ad will not meet minimum performance expectations or operational requirements, Company reserves the right to cancel such Company Ad campaign. If Advertiser pre-paid, Company will credit Advertiser the unused portion of pre-payment (i.e. the total pre-payment less the cost of what has been delivered).
5.3 Survival; Payment. If this Agreement is terminated for any reason, notwithstanding any such termination, Sections 5.3, 8, 9, 10, 12, 13 and 14 of these Terms and Conditions, together with any accrued but unpaid payment obligations of Advertiser (including payment in full of any Minimum Contract Price specified in the IO, less any amount previously paid by Advertiser), and any provisions of this Agreement that are specified by their express terms to survive, will survive and continue to bind the parties in accordance with their terms. The parties agree that any applicable Minimum Contract Price is fair and reasonable compensation for Company’s costs associated with implementing Advertiser’s campaign associated with the Company Ads. Section 6. Redesign; Rejection/Removal of Company Ads
6.1 Redesign. Notwithstanding any other provision of this Agreement, Company (or any third party participant in the Ad Network) may, in its sole discretion, redesign, delete or replace any pages, groups or other areas on which Company Ads may be displayed, even if such redesign, deletion or replacement results in the removal of Company Ads; provided, that if Company Ads are removed in connection with such redesign, deletion or replacement, as Advertiser’s sole and exclusive remedy therefor, Company will provide Advertiser with comparable placements of Company Ads.
6.2 Rejection/Removal. Company may, in its sole discretion, reject or remove any Company Ad at any time, with or without notice, which does not comply with Company’s (or any Ad Network participant’s) content or technical guidelines, whether or not such Company Ad was previously accepted. In such event, Company will notify Advertiser of the reasons for such removal or rejection, and, if possible, Advertiser will promptly re-submit a Company Ad that addresses the issues specified by Company. Section 7. Licenses; Limitations.
Advertiser grants Company and its corporate affiliates a non-exclusive, royalty-free, worldwide right and license to use, reproduce, perform, display and distribute all Creative and Company Ads and related information provided by or on behalf of Advertiser to Company (including any trademarks, service marks, logos or other source or business identifiers (“Trademarks”) included therein): (a) during the term of this Agreement, on and through the Ad Network and other websites and properties as may be specified in any IO; and (b) during and after the term of this Agreement, to limited audiences for demonstration purposes only; provided, that Company may not alter or modify any such Company Ads or information in any manner from the form provided by Advertiser other than as technically necessary in order to display the same (e.g., re-sizing to fit applicable page templates). Further, during and after the term of this Agreement, Company has a perpetual and irrevocable right to use Advertiser’s name, in a factual and non-disparaging manner, in lists of advertisers produced by Company for promotional or marketing purposes. Subject to the foregoing grant of rights, Advertiser retains all rights in and to any such Company Ads and information and associated copyrights and other intellectual property rights, and, upon the termination of this Agreement, all rights conveyed hereunder with respect to its Trademarks will cease and all such rights will revert to Advertiser, except as specifically provided herein. Advertiser will not use, reproduce or display in any manner any Trademarks of Company in any manner without Company’s prior written consent.
Section 8. Confidentiality
8.1 Confidential Information.
(a) Each party will maintain in confidence all information disclosed by the other party (whether verbally, in writing or otherwise, and whether of a business, technical or other nature) that has been designated as confidential or that, given the nature of the information and/or the circumstances surrounding its disclosure, should reasonably be considered confidential; (“Confidential Information”), and will not disclose Confidential Information of the other party to any third party (other than on a “need to know” basis, to its corporate affiliates and its or its corporate affiliates’ employees, agents or contractors, and who agree to maintain the same in confidence), or use or accumulate such Confidential Information for any purpose other than performance of this Agreement or as required by applicable laws, regulations or legal process, without the other party’s prior written consent. For the avoidance of doubt, the terms of this Agreement will be deemed Confidential Information of both parties. Without limitation of the foregoing, all Company technical specifications and information relating to Deliverables is Confidential Information of Company.
(b) Company has proprietary relationships with the publishers that make up the Ad Network. Advertiser agrees that the names, contact information, compensation information, and expertise of the publishers that make up the Ad Network are proprietary trade secrets an Confidential Information of Company. With the exception of reasonably documented, preexisting relationships with direct publishers or networks, or relationships entered into in the ordinary course of Advertiser's business, during the term of any IO with Company and for a period of twelve (12) months thereafter, Advertiser agrees not to use such Confidential Information of Company to solicit, induce, recruit or encourage, directly or indirectly, any publisher that Advertiser knows, or has reason to know, is a participant of the Ad Network for the purpose of obtaining the placement or hosting of advertising in any form without the express, written consent of Company.
(c) Each party agrees that any unauthorized use or disclosure of Confidential Information may cause immediate and irreparable harm to the disclosing party for which money damages may not constitute an adequate remedy. In that event, each party agrees that injunctive relief may be warranted in addition to any other remedies the disclosing party may have. In addition, the receiving party agrees promptly to advise the disclosing party in writing of any unauthorized misappropriation, disclosure or use by any person of the Confidential Information which may come to its attention and to take all steps at its own expense reasonably requested by the disclosing party to limit, stop or otherwise remedy such misappropriation, disclosure or use. (d) Notwithstanding the foregoing: (i) the foregoing restrictions will not apply as to any information that was in the receiving party’s possession prior to disclosure thereof by the other party, that is or subsequently becomes available to the general public other than through a breach by the receiving party, or that is independently developed by the receiving party without reference to information disclosed by the other party; and (ii) each party will be permitted to disclose Confidential Information of the other party to the extent required by applicable law, regulation or legal process, provided that it provides prompt written notice to the other party of any such disclosure and provides reasonable cooperation to the other party in connection with any attempt to contest or limit such disclosure.
(e) Each party’s obligation under this Section 8 as to any Confidential Information will continue for 5 years after its receipt of such information. Upon the disclosing party’s request, the other party will return, or destroy and certify destruction of, all Confidential Information of the disclosing party (including any summaries or analyses thereof) in the receiving party’s control.
8.2 Public Disclosures. Except as provided under Section 8.1(d)(i), neither party will issue any press releases, or otherwise make any public statements or communications regarding this Agreement or the relationship of the parties without the other party’s prior written consent.
Section 9. Representations; Indemnity
9.1 Mutual. Each party represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; (b) the execution and delivery of this Agreement, and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action; (c) its performance of this Agreement, and the other party’s exercise of its rights under this Agreement, will not result in a violation of any agreement or other obligation by which it is bound; and (d) it will comply with all applicable laws and regulations in its performance of this Agreement.
9.3 Indemnification. Advertiser will indemnify and hold harmless Company and its corporate affiliates, and each of their officers, directors and employees (collectively, the “Indemnified Parties”), from and against any and all expenses, damages and losses of any kind (including reasonable legal fees and costs) incurred by any of the Indemnified Parties arising out of or in connection with any investigation, claim, action or other proceeding (“Claim”) relating to: (a) any actual or alleged breach of Advertiser’s representations or warranties under Section 9.1 or 9.2; (b) any Company Ad, Creative or other materials provided by Advertiser, including, by reason of any actual or alleged: (i) misappropriation or infringement of any patent, copyright, trade secret, trademark, right of publicity or privacy or other intellectual property or proprietary right; (ii) libel, defamation or other tort; (iii) breach of confidentiality; (iv) false, deceptive or misleading advertising, consumer credit or trade practices; or (v) product liability or other liability arising out of any products or services sold or advertised. The Indemnified Party will notify Advertiser promptly of any Claim for which it seeks indemnification and will permit Advertiser to control the defense of such Claim with counsel chosen by Advertiser; provided, that Advertiser will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of any Indemnified Party without the Indemnified Party’s prior written consent. Section 10. Limitation of Liability; Disclaimer
10.1 THE SERVICE PROVIDED BY COMPANY HEREUNDER, ITS USE AND THE RESULTS OF SUCH USE ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY MAKES NO WARRANTIES (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT), GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. COMPANY DOES NOT WARRANT OR GUARANTEE CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR ABILITY TO CONVERT THE RESPONSES INTO SALES. COMPANY DOES NOT WARRANT OR GUARANTEE THE PROFILE OR DEMOGRAPHICS OF A RESPONDENT. COMPANY DOES NOT GUARANTEE TO MATCH COLORS, TEXT, PHOTO IMAGE OR SCREEN DESIGN. ALL ORDERS ARE CONTINGENT UPON COMPANY'S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND COMPANY IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, FORCE MAJEURE, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.
10.2 COMPANY SHALL NOT BE RESPONSIBLE FOR THE ACTS OF THIRD PARTIES, INCLUDING WITHOUT LIMITATION THIRD PARTIES THAT ARE PART OF COMPANY’S AFFILIATE NETWORK. COMPANY SHALL NOT BE LIABLE FOR ANY PUNITIVE DAMAGES OR INDIRECT OR CONSEQUENTIAL LOSS, DAMAGE, COSTS OR EXPENSE OF ANY KIND WHATSOEVER AND HOWEVER CAUSED, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE OR OTHERWISE, INCLUDING, (WITHOUT LIMITATION) LOSS OF PRODUCTION, LOSS OF OR CORRUPTION TO DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF OPERATION TIME AND LOSS OF GOODWILL OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THEIR POSSIBILITY. 10.3 COMPANY'S TOTAL OBLIGATIONS AND/OR LIABILITY, IF ANY HEREUNDER, SHALL BE LIMITED TO THE AMOUNTS DUE AND OWING TO IT FOR THE ADVERTISING CAMPAIGN IN QUESTION.
10.4 The Provisions of this Section 10 are an essential element of the benefit of the bargain reflected in this Agreement.
Section 11. Force Majeure Excluding payment obligations, neither party will be liable for any delay or default in the performance of its obligations if such delay or default is caused by conditions beyond its reasonable control (including the failure of the Ad Network to display or place any Company Ad), including fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures or acts of God (collectively, “Force Majeure”). If performance is delayed by more than 30 days as a result of any Force Majeure, the non-delayed party will be entitled to terminate this Agreement by written notice delivered at any time prior to the other party’s resumption of performance of this Agreement. Section 12. Agents Any agency executing this Agreement (including any IO) on behalf of its client represents and warrants that it has the authority to bind its client to the terms of each IO and these Terms and Conditions, and remains jointly and severally liable with its client for all obligations of Advertiser under this Agreement.
Section 13. Governing Law; Dispute Resolution
13.1 This Agreement will be governed by the laws of the state of New York, without regard to its conflict of laws rules.
13.2 Notwithstanding anything herein to the contrary, if there is a dispute among the parties arising out of or relating to this Agreement, the parties agree that such dispute shall be resolved by final and binding arbitration in New York, NY, administered by Judicial Arbitration & Mediation Services, Inc. (“JAMS”), by a single arbitrator in accordance with JAMS’ rules of practice then in effect or such other procedures as the parties may agree. Any award issued as a result of such arbitration shall be final and binding between the parties thereto, and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought. The fees and expenses of such arbitration (including reasonable attorneys’ fees) or any action to enforce an arbitration award shall be paid by the party that does not prevail in such arbitration. Section 14. General Terms
14.1 For purposes of this Agreement: (a) terms defined with initial letters capitalized will have the meanings attributed to them herein; and (b) unless otherwise specified, the terms “includes”, “including”, “e.g.,”, “for example”, and other similar terms are deemed to include the term “without limitation” immediately thereafter, and the terms “$” and “dollars” mean U.S. dollars.
14.2 Either party may perform any of its obligations under this Agreement through one or more of its corporate affiliates, provided that each party will remain liable for such obligations to the extent not performed by such affiliates.
14.3 Notices under this Agreement must be in writing and sent via email, registered or certified mail or commercial courier to the parties at their respective addresses set forth in the applicable IO. Either party may change such address by giving the other Party notice thereof in accordance with the preceding sentence.
14.4 The parties are independent contractors, and nothing herein will create a partnership, joint venture, agency or employment relationship.
14.5 This Agreement will be binding upon, enforceable by and inure to the benefit of the parties and their respective permitted successors and assigns. Advertiser may not assign this Agreement without the express prior written consent of Company, except for an assignment to an entity that acquires all or substantially all of its assets.
14.6 This Agreement contains the entire agreement between the parties with respect to the subject matter hereof. No failure to exercise any right or remedy or enforce any provision of this Agreement will constitute a waiver of that or any other provision. This Agreement may not be amended, nor any obligation waived, except by a writing signed by both parties. Except as otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, not in lieu of, any other rights and remedies which the party may possess at law or in equity
14.7 If any provision of this Agreement is, for any reason, deemed to be invalid and unenforceable, such provision shall be deemed modified to the most limited extent necessary to be enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
14.8 This Agreement may be delivered via electronic means (including email), and may be executed in multiple counterparts, each of which will be deemed an original, but all of which together will constitute the same instrument.