ADVERTISING AGREEMENT  

This Advertising Agreement (the “Agreement”), dated as of ________________ (the “Effective Date”), is entered into between Restyn, Inc., a Maryland corporation d/b/a the “Towson Torch,” located at 300 Red Brook Blvd., Suite 220, Owings Mills, MD 21117 (“Publisher”), and _____________________, a Maryland ____________, located at __________________________________________(“Advertiser,” and together with Publisher, the “Parties,” and each, a “Party”).  WHEREAS, Publisher is in the business of publishing the “Towson Torch” (“Publication”), a digital publication, and selling digital advertising inventory within the Publication; and  WHEREAS, Advertiser desires to purchase from Publisher, and Publisher desires to sell to Advertiser, digital advertising inventory promoting Advertiser’s  business (each an “Advertisement”) on the terms described herein.   NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:  

1. Agreement to Purchase and Sell Ad Space. 

1. Purchase and Sale. Subject to the terms and conditions of this Agreement, during the Term (as defined in Section 9.1), Publisher shall sell to Advertiser, and Advertiser shall purchase from Publisher, such digital advertising inventory as described on the Publisher’s website at https://www.towsontorch.com/dai (“Ad Space”) on the terms and conditions set forth in this Agreement. Advertiser may purchase Ad Space for individual Advertisements as well as for multiple Advertisements that are part of a coordinated ad campaign. 

1. Use and Obligations of Advertising or Media Agency. Subject to Section 7.2 of this Agreement, any obligation of Advertiser pursuant to this Agreement may be satisfied by any advertising or media agency, which has been duly appointed by Advertiser to act on Advertiser’s behalf (the “Ad Agency”) and shall be deemed to be an obligation of Advertiser and the Ad Agency. Additionally, any right of Advertiser pursuant to this Agreement may be exercised by the Ad Agency and shall be deemed to be a right of Advertiser and the Ad Agency.  

1. Non-Exclusivity. Nothing herein is intended nor shall be construed as creating an exclusive arrangement between Advertiser and Publisher. This Agreement will not restrict (a) Advertiser from advertising in other publications or media or (b) Publisher from selling Ad Space to any third parties unless expressly agreed otherwise in an Insertion Order (as defined below). 

1. Submission of Insertion Orders. Advertiser shall initiate all purchases of Ad Space by delivering to Publisher an insertion order via using the form Insertion Order attached as Exhibit A (“Insertion Order”). Each Insertion Order must include, at minimum: (a) the Advertiser’s name and primary contact information, including its billing address, (b) a description (including size and placement) of the Ad Space ordered, (c) the advertising product(s) purchased (e.g., newsletter display ad, sponsored article, website banner or native post), (d) a description of the products or services being advertised, and (e) the start and end dates of the campaign. Advertiser’s delivery of an Insertion Order to Publisher constitutes an offer to purchase Ad Space pursuant to the terms and conditions of this Agreement and the Insertion Order, and no other terms.  

1. Amendments to or Cancellation of Insertion Orders. Advertiser shall have the right to cancel or amend any Insertion Order delivered to Publisher, without Publisher’s consent, only if Publisher has not yet accepted the Insertion Order. Any such cancellation or amendment must be delivered in writing to Publisher pursuant to Section 10.3.  

1. Acceptance or Rejection of Insertion Orders. Publisher has the right, in its sole discretion, to accept or reject any Order. Publisher shall accept any Insertion Order by confirming the order in writing to Advertiser by delivering written confirmation of acceptance within ten (10) days (“Accepted Insertion Order”). No Insertion Order is binding on the Parties unless accepted by Publisher.  

1. Terms of Agreement Prevail Over Insertion Orders. In the event of any conflict between the terms of this Agreement and the terms of any Accepted Insertion Order, the terms and provisions of this Agreement shall control unless an Accepted Insertion Order expressly overrules a specified section of this agreement in which case the exception applies solely to that Accepted Insertion Order. 

1. Publisher Policies. Publisher shall provide or otherwise make available to Advertiser, all of its advertising policies for the Publication, including technical specifications for advertisements, submission deadlines for any of the layout, copy, or artwork, content restrictions, and any other compliance policies for asdvertisements to appear in the Publication, as may be implemented or amended by Publisher from time to time (“Publisher Policies”). 

1. Price and Payment. 

1. Price. Advertiser shall purchase Ad Space from Publisher at the prices in effect at the time that Publisher accepts the related Insertion Order (“Prices”). Publisher reserves the right to adjust the Prices quarterly on thirty (30) days’ Notice to Advertiser.  

1. Taxes. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Advertiser under this Agreement. Advertiser shall be responsible for all such charges, costs, and taxes, except for any taxes imposed on, or related to, Publisher’s income, revenues, gross receipts, personnel, real or personal property, or other assets. 

1. Payment. Pre-payment may be required at Publisher’s discretion. Publisher shall issue a monthly invoice for each Accepted Insertion Order accepted during the applicable month. Publisher shall send invoices to Advertiser’s billing address as set forth on the Accepted Insertion Order. Advertiser shall pay all invoiced amounts due to Publisher within thirty (30) days from the date of such invoice, except for any amounts disputed by Advertiser in good faith. Advertiser shall make all payments in US dollars by check or wire transfer in accordance with wire instructions provided by Publisher to Advertiser from time to time. Payments may be made by Advertiser to Publisher using credit card in Publisher’s sole and absolute discretion.  

1. Invoice Disputes. Advertiser shall notify Publisher in writing of any dispute with an invoice (along with substantiating documentation) within ten (10) days from the date of such invoice. Advertiser will be deemed to have accepted all invoices for which Publisher does not receive timely notification of disputes, and shall pay all undisputed amounts due under such invoices within the period set forth in Section 2.3. The Parties shall seek to resolve all such disputes expeditiously and in good faith.  

1. Late Payments. Except for invoiced payments that Advertiser has successfully disputed, Advertiser shall pay interest on all late payments, calculated daily and compounded monthly at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, plus the collection costs (including reasonable attorney’s fees) incurred by Publisher.  

1. Advertisement Requirements. 

1. Delivery and Marking. 

1. Advertiser shall deliver all Advertisements to Publisher in final format in accordance with the technical specifications set forth in the then-current Publisher Policies. Subject to Section 3.1(b), Publisher is not responsible for making any corrections to Advertisements.  

1. Any Advertisements that might be mistaken for editorial content must be clearly marked “advertisement” or similar language. Publisher reserves the right to, or require Advertiser to, mark any Advertisement as advertising to avoid confusion with editorial content.  

1. Clearances. Advertiser shall be responsible for obtaining all rights, licenses, permissions, releases, approvals, clearances, and credit or attribution information, and for payment of all royalties, license, or reuse or other fees required for Advertiser to create any Advertisement and grant Publisher the right to reproduce, publish, and distribute it in the Publication.  

1. Publisher Approval.  

1. Advertiser must ensure that all Advertisements conform to the then-current Publisher Policies when submitted to Publisher. Publisher reserves the right to reject any Advertisement (regardless of whether such Advertisement was previously accepted) which, in its sole discretion, it determines (i) does not comply with any Publisher Policy, (ii) is offensive, obscene, or profane, (iii) is defamatory, libelous, slanderous, or otherwise unlawful, (iv) is false or misleading; (v) claims endorsement in any way by Publisher of any products or services, or (v) is directed to children under the age of 13. 

1. Publisher shall notify Advertiser as soon as reasonably possible of any objection to any Advertisement. Publisher may, in its sole discretion, (i) provide Advertiser with the opportunity to amend or replace a rejected Advertisement, provided that Advertiser meets any and all applicable Submission Deadlines and Publisher’s overall publication schedule, (ii) allow Advertiser to substitute a previously run ad having the same dimensions, or (iii) run a public service announcement or house advertising in place of any rejected Advertisement.  

1. If Publisher accepts a political or ballot issue ad, Advertiser shall supply all legally required disclaimers and maintain records. For purposes of illustration and not limitation, Maryland law requires an “authority line” identifying the sponsor on campaign materials, Advertiser is solely responsible for accuracy and compliance with applicable laws and indemnifies Publisher for any noncompliance. 

1. Brand Safety Guidelines.  

1. Advertiser shall provide Publisher with a copy of or access to its then-current guidelines governing the placement requirements for its advertisements (“Brand Safety Guidelines”) upon delivery of any Insertion Order to Publisher.  

1. Publisher shall use commercially reasonable efforts to comply with any Brand Safety Guidelines of Advertiser. Publisher shall provide prompt written notice to Advertiser if Publisher is unable to comply with Advertiser’s Brand Safety Guidelines for any reason. If Publisher cannot comply with Advertiser’s Brand Safety Guidelines, Advertiser shall have the right to rescind and cancel the related Insertion Order without liability. 

1. If Publisher prints any Advertisement in violation of the Brand Safety Guidelines, Advertiser shall have the right to demand a comparable unit of advertising from Publisher in another issue of the Publication at no charge or if such remedy is impossible or impracticable, in the form of a credit or refund for the cost of the Advertisement. 

1. Publisher’s License. Subject to the terms and conditions of this Agreement, Advertiser grants Publisher a limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to reproduce, publish, and distribute each Advertisement, including all of Advertiser’s trademarks, service marks, trade dress, trade names, brand names, logos, corporate names, and domain names, and other similar designations of source, original works of authorship and related copyrights and any other intangible proprietary right (“Intellectual Property”) contained therein, in the Publication in accordance with the terms of this Agreement and the corresponding Accepted Insertion Order. Other than this express license, Advertiser grants no right or license to Publisher by implication, estoppel, or otherwise to any Advertisement or Advertiser’s Intellectual Property.  

1. Representations, Warranties, and Certain Covenants. 

1. Mutual Representations, Warranties, and Covenants. Each Party represents, warrants, and covenants to the other that: 

1. it is a legal entity duly organized, validly existing, and in good standing in the jurisdiction of its organization; 

1. it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; 

1. it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; 

1. the execution of this Agreement by its Representative whose signature is set forth at the end hereof and the delivery of this Agreement by the Party has been duly authorized by all necessary action of the Party;  

1. this Agreement has been executed and delivered by the Party and (assuming due authorization, execution, and delivery by the other Party) constitutes the legal, valid and binding obligation of the Party, enforceable against the Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally or the effect of general principles of equity; and  

1. it is now and through the Term shall remain in material compliance with all laws applicable to the performance of its obligations under this Agreement or any Accepted Insertion Order.  

1. Advertiser Representations, Warranties, and Covenants. Advertiser represents, warrants, and covenants to Publisher that: 

1. at the time of the Advertisement’s publication and dissemination, any statement, claim, or representation made in any Advertisement (i) will be supported by competent and reliable prior substantiation in accordance with all applicable laws, including the laws of the Federal Trade Commission and (ii) shall comply with all other applicable laws regarding deceptive trade practices, fair competition, and consumer protection; 

1. nothing in any Advertisement will (i) violate any criminal law, (ii) advocate any illegal activity or (iii) be defamatory, libelous, slanderous, or otherwise unlawful; 

1. Advertiser has and will retain all rights, licenses, and clearances necessary to lawfully use, and authorize Publisher to use, the contents and subject matter contained in any Advertisement including: (i) any Intellectual Property therein; (ii) any testimonials or endorsements contained in any Advertisement; (iii) any name, photograph, likeness, or identity of individuals, either living or dead, famous, or not famous; and (iv) any other rights, licenses, permissions clearance, or approvals which may be necessary;  

1. to the extent that any Advertisement is delivered to Publisher in electronic form, it will not contain any viruses, time bombs, or other devices capable of disabling or interfering with any computer systems or software; and 

1. Advertiser shall use the Ad Space solely for its own benefit and not for the placement of any third-party advertising.  

1. Publisher Covenants. Publisher shall not, and shall not grant any third party the right to: 

1. Republish or otherwise reuse, edit, modify, or create any derivative works of any Advertisement in any media now in existence or hereafter developed, whether or not combined with its own materials or material of others. 

1. Alter or delete any Advertiser trademark or trademark or copyright notice included in any Advertisement.  

1. NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 5, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 5 OF THIS AGREEMENT. 

1. Indemnification. 

1. Advertiser Indemnification Obligations. Advertiser shall defend, indemnify, and hold harmless Publisher and its employees, officers, directors, agents, affiliates, successors, and permitted assigns (collectively, “Publisher Indemnified Party”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), incurred by Publisher Indemnified Party arising out or resulting from any claim of a third party alleging:  

1. breach by Advertiser of any representation, warranty, covenant, or other material obligations set forth in this Agreement or any Accepted Insertion Order; or 

1. negligence or more culpable act or omission of Advertiser (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.  

1. Publisher Indemnification Obligations. Publisher shall defend, indemnify, and hold harmless Advertiser and its employees, officers, directors, agents, affiliates, successors, and permitted assigns (collectively, “Advertiser Indemnified Party”), against any and all Losses, arising out of or resulting from any third-party claim or direct claim alleging:  

1. material breach by Publisher of any material obligations set forth in this Agreement or any Accepted Insertion Order; or  

1. negligence or more culpable act or omission of Publisher Indemnifying Party (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement.  

1. Exceptions and Limitations on Indemnification. Notwithstanding anything to the contrary in this Agreement, neither Party is obligated to indemnify or defend the other Party or any of its indemnified parties against any Losses arising out of or resulting, in whole or in part, from the other Party’s: 

1. Willful, reckless or grossly negligent acts or omissions; or 

1. bad faith failure to comply with any of its material obligations set forth in this Agreement.  

1. Indemnification Procedures. A party seeking indemnification under this Section 6.4 (the “Indemnified Party”) shall give the Party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure and (b) reasonable cooperation, at the Indemnifying Party’s expense, in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle, or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense. 

1. EXCLUSIVE REMEDY. SECTION 6.4 SETS FORTH THE ENTIRE LIABILITY AND OBLIGATION OF EACH INDEMNIFYING PARTY AND THE SOLE AND EXCLUSIVE REMEDY OF EACH INDEMNIFIED PARTY FOR ANY DAMAGES COVERED BY SECTION 6.4 (OTHER THAN ANY MAKE-GOOD TO WHICH ADVERTISER IS ENTITLED UNDER SECTION 3.4(c) OF THIS AGREEMENT, WHICH NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 6.5, SHALL BE THE SOLE AND EXCLUSIVE REMEDY OF ADVERTISER FOR BREACH OF SECTION 3.4). 

1. Limitation of Liability; Disclaimer of Warranties.  

1. Limitation of Liabilities.  

1. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT WITH RESPECT TO THE PARTIES’ LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE, OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

1. MAXIMUM LIABILITY. EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL OF THE AMOUNTS PAID AND AMOUNTS ACCRUED BUT NOT YET PAID TO PUBLISHER PURSUANT TO THIS AGREEMENT THREE (3) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.  

1. JOINT AND SEVERAL LIABILITY BETWEEN ADVERTISER AND AGENCY. ADVERTISER AND AD AGENCY SHALL BE JOINTLY AND SEVERALLY/SEQUENTIALLY LIABLE FOR ALL AMOUNTS DUE UNDER THIS AGREEMENT. ADVERTISER SHALL PROVIDE PUBLISHER WITH EVIDENCE OF AD AGENCY’S ACKNOWLEDGEMENT OF THIS PROVISION AND AGREEMENT TO BE HELD JOINTLY AND SEVERALLY/SEQUENTIALLY LIABLE WITH ADVERTISER FOR ALL AMOUNTS DUE UNDER THIS AGREEMENT.  

1. Confidentiality. From time to time during the Term, either Party (as “Discloser”) may disclose or make available to the other Party (as “Recipient”) information about its business affairs, products, services, confidential Intellectual Property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in visual, written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential (collectively, “Confidential Information”). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to the public other than as a result of any breach of this Section 8 by the Recipient or any of its directors, officers, employees, agents, and advisors (“Representatives”); (ii) is obtained by the Recipient or its Representatives on a non-confidential basis from a third-party that, to the Recipient’s knowledge, was not legally or contractually restricted from disclosing such information; (iii) the Recipient establishes by documentary evidence, was in the Recipient’s or its Representatives’ possession prior to disclosure by the Discloser hereunder; (iv) the Recipient establishes by documentary evidence, was or is independently developed by the Recipient or its Representatives without using of any of the Discloser’s Confidential Information; or (v) is required to be disclosed under applicable federal, state, or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction. The Recipient shall: (A) protect and safeguard the confidentiality of the Discloser’s Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (B) not use the Discloser’s Confidential Information, or permit it to be accessed or used, for any purpose other than to perform its obligations under this Agreement; and (C) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who need to know the Confidential Information to assist the Recipient, or act on its behalf, to exercise its rights or perform its obligations under the Agreement. The Recipient shall be responsible for any breach of this Section 8 caused by any of its Representatives. At the Discloser’s written request, the Recipient and its Representatives shall promptly return to the Discloser all copies, whether in written, electronic or other form or media, of the Discloser’s Confidential Information, or destroy all such copies and certify in writing to the Discloser that such Confidential Information has been destroyed. In addition to all other remedies available at law, the Discloser shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any breach or threatened breach of this Section 8. 

1. Term; Termination. 

1. Term. The term of this Agreement commences on the Effective Date and continues for a period of two (2) years, unless it is earlier terminated as provided under this Agreement (the “Term”). 

1. Mutual Right to Terminate. Either Party may terminate this Agreement upon written Notice (as defined in Section 10.3) to the other Party: 

1. if the other Party breaches any material provision of this Agreement or any Accepted Insertion Order (other than Advertiser’s obligation to pay any amount when due which is governed by Section 9.4) and either the breach cannot be cured or, if the breach can be cured, it is not cured by the other Party within thirty (30) days after its receipt of written Notice of such breach;  

1. if the other Party (i) becomes insolvent or is generally unable to pay its debts as they become due, (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (iii) makes or seeks to make a general assignment for the benefit of its creditors, or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business; 

1. in the event of a Force Majeure Event (as defined in Section 10.14) as provided in Section 10.14.  

1. Advertiser’s Right to Terminate Without Cause. Advertiser may terminate this Agreement on thirty (30) days’ prior written Notice to Publisher.  

1. Publisher’s Right to Terminate. Publisher may terminate this Agreement upon written Notice to Advertiser: 

1. if Advertiser fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Advertiser’s receipt of written Notice of nonpayment; 

1. if within any twelve (12) month period, two (2) or more late payments or non-payments occur; 

1. if within any thirty (30) day period, there are no Accepted Insertion Orders in effect. 

1. Effect of Termination.  

1. Expiration or termination of this Agreement will not affect any rights or obligations that: (i) are to survive the expiration or earlier termination of this Agreement; and (ii) were incurred by the Parties prior to such expiration or earlier termination.  

1. Notice of termination under this Agreement shall operate as an automatic cancellation of any Advertisements that are scheduled to be published subsequent to the date of the termination notice, subject to any unavoidable restrictions imposed by Publisher’s production schedule. If Publisher’s production schedule prevents automatic cancellation of any Advertisements, the effective date of termination of this Agreement, solely with respect to any such outstanding Accepted Insertion Orders, shall be the date immediately following publication of the final Advertisement unable to be automatically cancelled.  

1. Upon the expiration or earlier termination of this Agreement, each Party shall promptly: 

1. destroy all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on the other Party’s Confidential Information; 

1. permanently erase all of the other Party’s Confidential Information from its computer systems, except for copies that are maintained as archive copies on its disaster recovery or information technology backup systems, which it shall destroy upon the normal expiration of its backup files; and 

1. certify in writing to the other Party that it has complied with the requirements of this clause. 

1. Subject to Section 5.4, the Party terminating this Agreement, or in the case of the expiration of this Agreement, each Party, shall not be liable to the other Party for any damage of any kind (whether direct or indirect) incurred by the other Party by reason of the expiration or earlier termination of this Agreement. Termination of this Agreement will not constitute a waiver of any of either Party’s rights, remedies, or defenses under this Agreement, at law, in equity, or otherwise. 

1. Miscellaneous. 

1. Entire Agreement. This Agreement, including all related exhibits, schedules, attachments, and appendices, together with any Accepted Insertion Orders, constitute the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. 

1. Survival. Subject to the limitations and other provisions of this Agreement, (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement for a period of twelve (12) months after such expiration or termination; and (b) Section 2, Section 8, and Section 10 of this Agreement, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement for the period specified therein, or if nothing is specified for a period of twelve (12) months after such expiration or termination.  

1. Notices. Each party shall deliver all notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a “Notice”) in writing and addressed to the other party at its address set forth on the first page of this Agreement (or to such other address that the receiving party may designate from time to time in accordance with this section). Each party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid), email or facsimile (in each case, with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the Notice has complied with the requirements of this Section. 

1. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the enforceability of any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 

1. Amendment. No amendment to this Agreement is effective unless it is in writing and signed by an authorized Representative of each Party. 

1. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

1. Cumulative Remedies. Except as set forth in Section 3.4(c), all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.  

1. Equitable Remedies. Each Party acknowledges and agrees that (a) a breach or threatened breach by such Party of any of its obligations under Section 8  would give rise to irreparable harm to the other Party for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by such Party of any such obligations, the other Party shall, in addition to any and all other rights and remedies that may be available to such Party at law, at equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Each Party agrees that such Party will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section.  

1. Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that either Party may assign this Agreement to a parent, subsidiary, or other affiliate, a successor-in-interest by consolidation, merger, or operation of law or to a purchaser of all or substantially all of the Party’s assets. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 

1. No Third-Party Beneficiaries.  

1. Subject to Section 10.10(b) this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 

1. The Parties hereby designate the Advertiser Indemnified Parties and Publisher Indemnified Parties as third-party beneficiaries of Section 5.4 of this Agreement having the right to enforce Section 5.4. 

1. Choice of Law. This Agreement and all Insertion Orders and other related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Maryland, United States of America (including its statutes of limitations, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Maryland. 

1. Choice of Forum. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Maryland in each case located in the County of Baltimore (or City of Baltimore for federal courts), and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding. 

1. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS, OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

1. Force Majeure. No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party hereunder), when and to the extent such party’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemics or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party.  

The Impacted Party shall give Notice within ten (10) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of fifteen (15) consecutive days following written notice given by it under this Section 10.14, either Party may thereafter terminate this Agreement upon ten (10) days’ written Notice. 

1. Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Publisher is an independent contractor pursuant to this Agreement. Neither Party has any express or implied right or authority to assume or c