Program & Service Terms & Conditions

Version 2013/1

1. Introduction; Agreement

These Program & Service Terms & Conditions, in conjunction with the corresponding Insertion Order(s) and Sales Agreement, shall constitute Partner's and its agents' understanding that CareerCo, LLC's ("Employment Network, A CareerCo Company") sole obligation is to promote the Partner's listings on site(s) across Employment Network's Affiliate Network (as defined in section-term 2, below) or in electronic mail transmissions. (These Program & Service Terms & Conditions together with the Insertion Order(s) and the Sales Agreement shall be collectively referred to herein as the "Agreement.") The submission of a signed Insertion Order by Partner to Employment Network is construed as an acceptance of all the rates, terms, and conditions under which the relevant campaign is offered at that time. Any and all modifications to any Insertion Order or Sales Agreement are invalid unless acknowledged and accepted in writing or via electronic mail by both Employment Network and Partner. Partner agrees that Employment Network may, but is not obligated to, display Partner's listings across the entirety of Employment Network's Affiliate Network or on specific site(s) and that daily campaign activity begins at 12:01 AM Eastern Standard or Daylight Time. (Unless otherwise noted, all capitalized terms used in the Agreement are defined in section-term 2 of these Program & Service Terms & Conditions, below).

2. Definitions.

As used in this agreement, the following terms shall have meanings set forth in this section-term.

"Affiliate Network" means the third-party websites through which Employment Network may distribute Creatives.

"Applicant" means an individual who actually submits an application for employment or any other supported business opportunity to Partner through Employment Network or an Affiliate, for whom all filter questions are answered appropriately to Partner's pre-determined specifications, and who falls within the geographic targets established by Partner and conveyed in advance to Employment Network.

"CPA" means cost per Applicant and refers to the amount of payment owed to Employment Network by Partner for each Applicant generated.

"CPA Campaign" means a campaign for which Employment Network shall be paid on a cost per Applicant basis.

"CPC" means cost per Unique Click and refers to the amount of payment owed to Employment Network by Partner for each Unique Click recorded.

"CPC Campaign" means a campaign for which Employment Network shall be paid on a cost per Unique Click basis.

"CPL" means cost per Lead and refers to the amount of payment owed to Employment Network by Partner for each Unique Lead generated.

"CPL Campaign" means a campaign for which Employment Network shall be paid on a cost per Unique Lead basis.

"CPM" means cost per mille and refers to the amount of payment owed to Employment Network by Partner for each thousand Impressions generated.

"CPM Campaign" means a campaign for which Employment Network shall be paid on a cost per thousand Impressions basis.

"Creative" means advertising materials of any type used under this Agreement, including, but not limited to, buttons, banners, text-links, pop-ups, pop-unders, etc.

"Impression" means an instance in which a Creative is served to, and received by, a unique visitor on Employment Network's website or web page or on that of any one of its Affiliates' as measured by Employment Network, not including automated page refreshes.

"Insertion Order" or "IO" means Partner's written request to launch a particular campaign (e.g. a CPM Campaign, a CPL, Campaign, etc.) with Employment Network.

"Invalid Click" means any click on a Creative that (i) causes the web user to reach a destination other than the intended destination (an incorrect redirect), which may be caused by a server malfunction, or because of alterations made or erroneous coding; or (ii) results from applying repeated manual or mechanically automated clicks on mouse or keyboard or any other non-human click generation processes (including but without limitation robots, spiders, scripts or other software) as well as all other clicks resulting from methods that Employment Network determines to be fraudulent in nature, or resulting from incentives or misleading or coercive means.

"Marks" means a party's trademarks, service marks, logos and trade dress.

"Partner" means a party entering an agreement with Employment Network under which Employment Network will provide advertising campaign related services as described in these Program & Service Terms & Conditions, in the Sales Agreement, or in any Insertion Order. Where appropriate, the term Partner also refers to and includes this party's agents and representatives.

"Results" means the results produced, recorded, or generated by a given campaign; depending on the campaign, Results can refer to Unique Clicks recorded, Impressions generated (counted by the thousand), Applicants generated, or Unique Leads generated.

"Sales Agreement" means a written agreement between Employment Network and Partner setting forth terms of Partner's retention and payment of Employment Network if such terms are not elsewhere set forth.

"Unique Click" means an instance in which a person viewing Employment Network's website or web page or that of an Affiliate, as identified by cookie or IP address, clicks on a Creative of Partner's, as measured by Employment Network (provided however, that a click on a specific Creative by a particular person shall only be counted as a Unique Click once every one-hour period).

"Unique Lead" means a set of identifying and contact information provided by Employment Network to Partner that is not a duplicate of any other set of such information provided by Employment Network to Partner and that pertains to an individual who has expressed an interest in the employment opportunities offered by Partner.

3. Employment Network Services.

This Agreement governs Partner's use of Employment Network's Employer Job Posting Services ("Services") and Partner's participation in Employment Network's Talent Acquisition Programs ("Programs"), which include CPA Campaigns, CPC Campaigns, CPL Campaigns, and CPM Campaigns.

Partner's use of a Service and/or participation in a Program constitutes Partner's acceptance of the provisions and terms of this Agreement and of its obligations hereunder. This Agreement is legally binding on all parties using Employment Network's Services and on any party participating in any Program. Any party that does not agree with any of the terms of this Agreement should not use Employment Network's services or participate in any Program. Any party that uses these services or participates in any Program shall be deemed to agree to abide by each of the terms set forth in this Agreement.

Employment Network shall have absolute discretion as to whether or not it accepts any party's or Partner's participation in any Program. If Partner fails to comply with the terms this Agreement, Employment Network may, at its sole discretion, disable Partner's account and discontinue its participation in the Programs. Partner also hereby agrees that Employment Network may amend the Program & Service Terms & Conditions at any time, and Partner accepts that the only notice of such amendment to which it is entitled will be a message, sent via electronic mail, indicating that such an update has occurred. Upon any such amendment of these Program & Service Terms & Conditions, Employment Network will also update of the version information located at the top of this webpage.

4. Delivery Calculation Standards.

Employment Network will use commercially reasonable efforts to deliver the Applicants, Unique Leads, Impressions (counted by the thousand), and/or Unique Clicks (each a "Result" as defined above), as set forth in each Insertion Order or otherwise agreed on, in accordance with this Agreement and will use commercially reasonable efforts to deliver the Results, starting with the start date set forth in the relevant Insertion Order.

Unless otherwise agreed upon in writing, all invoices created by Employment Network for work performed and delivered shall be in accordance with measurement and tracking performed by Employment Network.

5. Payment and Credit.

All invoices created by Employment Network for work performed and delivered to the Partner shall be based on Employment Network's calculations and measurements and shall be in accordance with measurement and tracking described in the "Delivery Calculation Standards" section-term. In addition, all payments will be based upon Employment Network's calculations and measurements and not based upon Partner, its clients, its agents or any third party's calculations or measurements. Partner is not responsible for Results generated beyond the maximum number of Results as set on a controlling Insertion Order. Employment Network represents and warrants that all payment information and reporting is truthful and accurate, that Employment Network will maintain the accuracy of such information.

All payments will be made by credit card approved in advance unless agreed upon otherwise or credit is approved. If Employment Network approves credit for Partner, payment terms shall be set forth in the Sales Agreement. For cases in which Partner pays with credit card, Partner expressly agrees not to "charge back" any amounts charged by Employment Network on credit card account. Partner agrees to follow dispute resolution agreement as specified in this Agreement.

Employment Network will charge Partner's credit card within thirty (30) days after the end of the month in which the payment obligation accrued. Employment Network may retain a third-party service provider to process payments.

If Partner fails to make payments when due, Employment Network reserves the right to immediately terminate any and all active campaigns. Any amounts not paid when due, shall be assessed a finance charge of 1.5% per month or the legal maximum, whichever is less.

It is the Partner's responsibility to validate all Results. Partner must report any discrepancy related to its campaign to Employment Network within five (5) days of the occurrence of such discrepancy. Employment Network is not liable for any discrepancies not reported within this time frame and Partner waives all right, title, and intent to dispute payment to Employment Network based on any discrepancy not reported within this time frame. All discrepancies must be reported to Employment Network.

All payments must be made in U.S. funds. Partner understands and agrees that in no event, and under no circumstance will data provided by any Employment Network representative constitute final billing numbers. Only invoices officially provided to Partner are to be construed as representative of billable amounts.

Employment Network agrees to stop the Partner's campaign temporarily ("Pause") with a written request from the Partner. If Partner wishes to terminate the campaign early, Partner agrees to abide by the cancellation procedures set forth below. Any cancellation notice will be based on the date the written notice was received by Employment Network. Employment Network will not accept the Pause period as a part of cancellation. If Partner cancels campaign during Pause period Partner agrees to pay for any Results delivered during the remaining cancellation notice period.

In the event that active-x, Java script or any other programming is used to modify the content of the Creatives in such a manner as to intentionally or unintentionally run ads not approved by Employment Network, hijack or facilitate hijacking of web browsers, automatically install software onto a user's computer, or commit any act that is deemed unethical and does not reflect the affirmative consent of the customer, Partner will be responsible for payment in full on the total maximum amount of Results as indicated the Insertion Order, regardless of actual delivery.

6. Termination of Services.

In the absence of contrary terms in an Insertion Order, Sales Agreement, or other agreement to use the Employment Network Programs and/or Services, Partner may independently cancel by giving notice under this agreement at any time (such cancellation is generally effective within 48 hours of Employment Network's receipt of the cancellation notice). Employment Network may immediately cancel any Program or alter or terminate these Terms at any time with notice to Partner. Upon cancellation or termination, payment in full for work performed and delivered up to the modified cancellation date will be owed and due and payable in full. Partner agrees that all cancellation notices must be submitted in accordance with the notice provisions of this agreement set forth in section-term 16, below (i.e. either by physical delivery or via electronic mail).

7. Creative Standards.

Every Creative is subject to Employment Network's approval. Employment Network reserves the right to reject, discontinue, or omit any Creative or any part thereof. This right shall not be deemed to have been waived by acceptance or actual use of any Creative. Employment Network may reject any Creative that Employment Network believes is not in keeping with reasonable standards outlined herein. Employment Network is not liable for errors in Creative position and/or placement, or typographic errors of any kind.

If Partner intends to provide Employment Network with Creative via third-party tags, Partner agrees to provide Employment Network with a sample of each and every advertisement contained within the third-party tags. Failure to do so will be deemed a breach of this Agreement. In the event Employment Network's relationship with any of its Affiliates is damaged or lost as a result of a breach of this condition, Employment Network reserves the right to recover from Partner any and all monetary damages related to such damaged or lost relationship.

8. Ownership and Rights to Use Materials

If Partner submits content and/or material to be posted on Employment Network's website(s) or any Affiliate's website and uses any Service or participates in any Program, Partner grants Employment Network a nonexclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple layers of sublicensees) right and license to make, use, sell, sublicense, reproduce, distribute, perform, display, prepare derivative works from and otherwise exploit all such content and materials for any purpose without restriction. Furthermore, Partner grants Employment Network, its Affiliates, and sublicensees the right to use Partner's name and/or other identifying information in connection with the content and information Partner provides. Partner represents and warrants that all content and materials it provides shall be its original work product and will not be based on, or derived from, the proprietary information or items of any third-party. Partner agrees not to impersonate any person or communicate under a false name or any name that it is not entitled or authorized to use. Partner will defend and indemnify Employment Network and its Affiliates from any claims resulting from any content or materials Partner provides hereunder.

9. WARRANTY DISCLAIMERS.

EMPLOYMENT NETWORK'S WEBSITE(S) AND AFFILIATES' WEBSITES (COLLECTIVELY FOR THE PURPOSES OF THIS section-term, THE "WEBSITES") ARE PROVIDED ON AN 'AS IS' BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. EMPLOYMENT NETWORK, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. EMPLOYMENT NETWORK MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF ITS WEBSITE(S) OR ANY CONTENT THEREIN OR THOSE OF ANY AFFILIATE. WITHOUT LIMITATION ON THE FOREGOING:

  1. EMPLOYMENT NETWORK DOES NOT WARRANT THAT THE WEBISTES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES OR THEIR SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF PARTNER'S USE OF THE SITES RESULTS DIRECTLY OR INDIRECTLY IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, EMPLOYMENT NETWORK IS NOT RESPONSIBLE FOR THOSE COSTS.
  2. EMPLOYMENT NETWORK MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE TRUTHFULNESS, ACCURACY, LEGALITY, COMPLETENESS, TIMELINESS OR RELIABILITY OF ANY DOCUMENTS POSTED BY USERS OF THE WEBSITES, OR OF ANY OTHER FORM OF COMMUNICATION ENGAGED IN BY SUCH USERS. DOCUMENTS MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. PARTNER AGREES THAT ANY RELIANCE ON DOCUMENTS POSTED BY SUCH USERS, OR ON ANY OTHER FORM OF COMMUNICATION WITH SUCH USERS, WILL BE AT PARTNER'S OWN RISK.

EMPLOYMENT NETWORK MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE CONTENT OF THE WEBSITES, INCLUDING, BUT NOT LIMITED TO, THOSE RELATED TO BROKEN LINKS, INACCURACIES, OR TYPOGRAPHICAL ERRORS.

EMPLOYMENT NETWORK MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF ANY SERVICE OR PROGRAM OR TIMELINESS OF ANY SERVICE OR PROGRAM IN MEETING PARTNER'S EMPLOYMENT OBJECTIVES. EMPLOYMENT NETWORK DOES NOT GUARANTEE THAT THE SERVICES WILL RESULT IN ANY CANDIDATE'S BEING HIRED, ANY POSITION'S BEING FILLED, OR ANY EMPLOYEE'S BEING RETAINED, AND EMPLOYMENT NETWORK IS NOT RESPONSIBLE OR LIABLE FOR ANY BUSINESS, EMPLOYMENT, HIRING AND/OR SALARY DECISIONS MADE BY PARTNER, REGARDLESS OF THE REASON FOR SUCH DECISION.

10. DAMAGE LIMITATIONS, ALLOCATIONS OF LIABILITY AND EQUITABLE RELIEF.

PARTNER ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF EMPLOYMENT NETWORK'S WEBSITE, THE INTERNET GENERALLY, AND THE DOCUMENTS IT POSTS OR ACCESSES AND FOR ITS CONDUCT ON AND OFF THIS WEBSITE OR ANY AFFILIATE'S WEBSITE.

IN NO EVENT SHALL EMPLOYMENT NETWORK (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY NON-DIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING FROM OR ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, EMPLOYMENT NETWORK'S SERVICES OR PROGRAMS, OR THE USE OR ACCESS TO, OR THE INABILITY TO USE OR ACCESS, EMPLOYMENT NETWORK'S WEBSITE(S) AND/OR ANY DOCUMENT OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND REGARDLESS OF WHETHER EMPLOYMENT NETWORK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS section-term SHALL NOT APPLY TO ANY PAYMENT AND INDEMNIFICATION OBLIGATIONS DESCRIBED HEREIN.

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE LIMITATIONS SET FORTH IN THE PRECEDING PARAGRAPH MAY NOT APPLY. IF ANY ARE HELD INAPPLICABLE OR UNENFORCEABLE FOR ANY REASON, THEN EMPLOYMENT NETWORK'S MAXIMUM LIABILITY TO PARTNER FOR ANY NON-DIRECT TYPE OF DAMAGES SHALL BE LIMITED TO AN AGGREGATE AMOUNT OF U.S. $200.00.

IN NO EVENT SHALL EMPLOYMENT NETWORK (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUBSIDIARIES, AFFILIATES, AGENTS OR ADVERTISERS), BE LIABLE FOR ANY DIRECT DAMAGES IN EXCESS IN THE AGGREGATE OF U.S. $200.00 (OR, IF PARTNER IS AN EMPLOYER WITH A SALES AGREEMENT WITH EMPLOYMENT NETWORK, THE AMOUNTS ACTUALLY PAID BY PARTNER TO EMPLOYMENT NETWORK UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH SUCH DIRECT DAMAGES ARISE, IF SUCH AMOUNT IS GREATER THAN U.S. $200.00).

DUE TO THE NATURE OF THIS AGREEMENT, IN ADDITION TO MONEY DAMAGES, PARTNER AGREES THAT EMPLOYMENT NETWORK WILL BE ENTITLED TO EQUITABLE RELIEF, WHEN APPROPRTIATE, UPON PARTNER'S BREACH OF THIS AGREEMENT.

11. Indemnification.

Each Creative has been accepted and published upon the representation that Partner is authorized to publish the entire contents and subject matter thereof. Partner agrees to indemnify and hold Employment Network, its Affiliates and their respective affiliates, employees, officers, agents, directors and representatives ("Employment Network Indemnified Parties"), harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") arising from the publication of any Creative or from Partner's breach of this Agreement. Partner further agrees to indemnify, defend, and hold Employment Network Indemnified Parties harmless from any and all liability for any Losses arising from claims of libel, defamation, violation of rights of privacy, plagiarism, trademarks, copyright infringement, unauthorized content (including text, illustrations, representatives, sketches, maps, labels, or other copyrighted matter) contained in Creative or the unauthorized use of any person's name or photograph, arising from Employment Network reproduction and publishing of such Creative pursuant to Partner's submission.

Partner understands that Employment Network cannot monitor with due diligence all of Affiliates' websites for appropriate content and agrees that Employment Network may not be held responsible for the content of any Affiliate's website. If Partner reasonably determines that the placement of any advertisement by Employment Network hereunder harms the goodwill or reputation of Partner or disparages or brings Partner into disrepute, including, but not limited to association with web sites that contain indecent, illegal, misleading, harmful, abusive, harassing, libelous, defamatory, or other offensive materials, then Employment Network shall use commercially reasonable efforts to remove such advertisement promptly following Partner's notice thereof to Employment Network; provided, however, that if Employment Network reasonably believes that removal of an advertisement from a site will have a material impact on Employment Network's ability to deliver Results in accordance with any Insertion Order of Partner's, Employment Network may condition such compliance on Partner's providing an extension of the time period set forth in such Insertion Order.

Partner guarantees that data regarding individuals gained by any campaign will be only used for legal purposes and Partner will indemnify, defend, and hold harmless the Employment Network Indemnified Parties from any and all Losses that result from any claim of damages brought or sought against Employment Network Indemnified Parties that alleges that data gained through this campaign was used for any purpose in violation of any applicable laws. The indemnity obligations of this paragraph are contingent on the relevant Employment Network Indemnified Parties' giving prompt written notice of any such claim. Employment Network Indemnified Parties will have sole control over the litigation or settlement of such claim. The provisions of this "Indemnification" section-term shall survive the termination of this Agreement.

12. Force Majeure.

Employment Network is not liable for delays in delivery and/or non-delivery in the event of an act of God, actions by any governmental or quasi-governmental entity, Internet failure, equipment failure, power outage, fire, earthquake, flood, insurrection, riot, act of terrorism, act of war, explosion, embargo, strike (whether legal or illegal), labor or material shortage, transportation interruption of any kind, work slow-down, or any condition beyond Employment Network's control affecting production or delivery in any manner.

13. Confidentiality.

Partner and Employment Network have each disclosed or may each disclose to the other information relating to its business (including, without limitation, data and other information pertaining to websites, Affiliates and vendors that are or have been part of the Employment Network's network), all of which to the extent previously, presently or subsequently disclosed to each other is "Proprietary Information." Proprietary Information does not include information that each party can document (a) is or becomes (through no improper action or inaction of the recipient or its Representatives (as defined below)) generally known by the public, (b) was in its possession or known by it without restriction prior to receipt from the other party or (c) becomes available to a party from a source other than the other party or its Representatives, which other source has no obligation of confidentiality. ("Representatives," when used with respect to either party, means that party's affiliates, agents, officers, directors, consultants and employees). Employment Network and Partner agree (i) to hold Proprietary Information in strict confidence and to take all reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions each party employs with respect to its most confidential materials), (ii) not to make any use whatsoever at any time of such Proprietary Information, except for the purpose of providing a Service or Program or evaluating Results, (iii) not to copy unnecessarily any Proprietary Information for any purpose beyond the scope of a Program or Service without written permission from the disclosing party, and (iv) not to divulge any Proprietary Information or any information derived therefrom to any third party or employee, except those of each party's employees who have a legitimate "need to know" and are bound to the restrictions herein. Each party will be responsible for a breach of this Agreement by any of its Representatives. Each party shall promptly notify the other party upon discovery of any unauthorized use or disclosure of Proprietary Information and will cooperate with the other party in every reasonable way to help regain possession of such Proprietary Information and prevent its future unauthorized use.

For the avoidance of doubt: Employment Network's Proprietary Information includes, without limitation all software, technology, programming, specifications, materials, guidelines and documentation relating to any Program or Service; any and all rates, performance metrics, and performance statistics relating to this Agreement or provided in connection with any Program or Service; any and all information designated in by Employment Network as "Confidential" or bearing an equivalent designation; and any other information that Partner knows or reasonably should know is considered confidential by Employment Network.

Notwithstanding the foregoing, Partner agrees that Employment Network may refer to Partner as a user of Programs or Services in presentations, marketing materials, press releases and/or on any part of Employment Network's website(s).

14. Proprietary Relationships.

Employment Network has proprietary relationships with its Affiliates. With the exception of reasonably documented, preexisting relationships or relationships entered into in the ordinary course of Partner's business, Partner agrees not to solicit, induce, recruit or encourage, directly or indirectly, any party that the Partner knows, or has reason to know, is an Affiliate of Employment Network's for the purpose of offering to such party products or services that compete with those of Employment Network, including, without limitation, both the placement or hosting of advertising in any form and any activity designed to generate Results without the express, written consent of Employment Network. Partner understands that in the event of a breach of the forgoing representations by Partner, Employment Network shall be entitled to injunctive or other equitable relief as a remedy therefore, without the necessity of posting a bond with respect thereto. Any such relief awarded shall be in addition to any appropriate relief that may be awarded in the form of monetary damages, and Employment Network shall be entitled to monetary damages to the fullest extent permitted under applicable law. The foregoing remedy is a material, bargained for basis of this agreement and has been taken into account in each party's decision to enter into this Agreement.

15. Choice of Law, Venue, & Attorneys' Fees.

It is agreed that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be exclusively governed by the laws of the State of New York without giving effect to their conflict of laws provisions or Partner's actual state or country of domicile. Partner and Employment Network further agree to submit to personal jurisdiction in the state or federal courts located within the State of New York and county of New York as such courts shall serve as the exclusive venue for all dispute resolution. Partner waives all defenses of lack of personal jurisdiction and forum non convenience. The prevailing party of any litigated dispute arising out of or relating in any way to this Agreement shall receive its reasonable attorneys' fees, together with its costs and expenses incurred resolving the dispute as part of the judgment.

16. Entire Agreement.

This Agreement, together with the Insertion Order(s) incorporated by reference, embodies our entire agreement, supersedes all prior oral and written agreements, and may not be amended or modified except by a writing acknowledged and accepted by both parties. This Agreement may be executed in any number of counterparts and facsimile copies, each of which shall be deemed an original, and all of which together shall be deemed one and the same instrument. In the event that any of the provisions included herein are held to be unenforceable, the remaining portions of the Agreement will remain in full force and effect. Any notice or report required or permitted by this Agreement shall be made by physical delivery by hand or by a recognized carrier or electronic mail to then operating electronic mail address or business address.

Failure of either party to require strict performance by the other party of any provision shall not affect the first party's right to require strict performance thereafter. Waiver by either party of a breach of any provision shall not waive either the provision itself or any subsequent breach.

17. Survivability.

section-terms 7, 9, 10 and 14 shall survive in perpetuity after the termination of this Agreement by either party; section-term 12 shall survive for two (2) years from such termination; and section-term 13 shall survive for six (6) months from such termination. If for any reason a court of competent jurisdiction finds any section-term, provision, or portion of this Agreement to be unenforceable, the remainder of the Terms of Service will continue in full force and effect, except to the extent that such continuation conflicts with the clear purpose of this Agreement.

18. Authorization.

Partner hereby authorizes Employment Network to promote and distribute Partner's campaign via any electronic media (including website placement, search listing, and/or email marketing) as Employment Network in its discretion deems appropriate to meet Partner's performance objectives. Partner agrees to allow and/or assist Employment Network to alter, resize, or otherwise modify Creative only as necessary for distribution through the various channels listed above.

19. Use of Employment Network's Website

By using this site, Partner signifies its assent to this Agreement and agrees to comply with all applicable laws and regulations, including U.S. export and re-export control laws and regulations, copyright laws and other laws regarding intellectual property. The materials on this Site are provided with "Restricted Rights." Use, duplication, or disclosure by the government is subject to restrictions as set forth in applicable laws and regulations. Use of the materials by the government constitutes acknowledgment of Employment Network's proprietary rights in them.