SLOAN Publisher Agreement
1. Definitions
"SLOAN" stands for Sacramento Local Online Advertising Network. This network is owned and operated by The Sacramento Press to serve the needs of independent local publishers.
"Ad Tags" means html and/or JavaScript code provided by SLOAN that a Publisher hard codes on their web pages or implements in an ad server that are used to serve Advertisements. Ad Tags may be used for multiple purposes, including serving Advertisements and tracking Inventory quality across all Publisher Domain(s) to enhance monetization and optimization of SLOAN Advertisements on Publisher Site(s) or providing reporting, insights and analytics.
"Advertisements" mean graphical, digital, interactive and rich forms of media, including, without limitation, any Standard IAB or MMA Units, text, brand wraps and surveys, skins, video, mobile and any other online advertisements served by SLOAN or a third party partner pursuant to this Agreement.
"Cookies" mean chunks of data created by a Web server, delivered through a Web browser, and stored on a user’s computer. They provide a means to track a user's Web preferences, online patterns, characteristics, and identify the user as a return visitor in the delivery of Advertisements.
"Impression Count" means each instance that a single Advertisement is rendered for display on a web page, as measured by SLOAN or third party ad serving technology.
"Inventory" means the space(s) on a web page, window or segments in a video or mobile application in which Advertisements may be displayed, and as made available to SLOAN on Publisher Domain(s) or other applications under this Agreement.
"Net Revenue" means revenues generated from SLOAN advertiser campaigns placed on the web pages of approved Publisher Site(s), as determined by SLOAN’s internal ad servers, less fees related to the serving and delivery of Advertisements, insurance, discounts, charge backs, bad debt, agency fees and credits.
"Party" or "Parties" means the legal entities subject to this Agreement, respectively (i) the member Publisher and (ii) The Sacramento Press owner and operator of the SLOAN Publisher Network.
"Publisher Domain" means a collection of related web page(s) as owned and operated by Publisher, where the web page URL is specified by a particular web domain name(s). "Publisher Interface" means SLOAN’s system and service through which a Publisher may manage individual sites.
"Publisher Site" means a publisher web property as owned and operated by Publisher that represents a number of related Publisher Domains.
"Standard IAB/MMA Unit" means one of the IAB or MMA units supported by SLOAN and served via Ad Tags that are available through the Publisher Interface.
2. Membership
Membership in SLOAN is subject to prior approval by SLOAN. SLOAN reserves the right to refuse or terminate service to any Publisher at any time at its sole discretion. Publisher must obtain prior approval for each Publisher Domain on which Ad Tags are to be placed. Acceptance of one or more Publisher Domain(s) shall in no way constitute acceptance of any additional Publisher Domain(s). Publisher Site(s) must at all times remain in strict compliance with the terms and conditions of this Agreement, as amended by SLOAN from time to time.
3. Placement and Service of SLOAN Ad Tags on Publisher Domain(s)
Publisher shall be responsible for placing SLOAN Ad Tags on approved Publisher Domain(s) as instructed by SLOAN and in a manner that allows verification of the URL of the web page and is in compliance with this Agreement.
Publisher may place any Standard IAB unit on Publisher Domains via Ad Tags that are made available in Publisher’s SLOAN account.
Placing Ad Tags on any non-approved Publisher Domains is specifically prohibited by this Agreement and will result in immediate removal of the Publisher from SLOAN and the forfeiting by Publisher of any and all amounts due, in addition to any other rights that SLOAN may have under this Agreement or otherwise. Publisher understands that the placement of Ad Tags on non-approved Publisher Domains may result in the harm of SLOAN’s reputation or financial situation. Therefore, Publisher acknowledges and agrees that, in the event that Ad Tags are placed on any unapproved domain or other breach of this Agreement, this will cause immediate and irreparable injury to SLOAN. Publisher agrees that upon the occurrence of such an event, SLOAN shall be entitled to seek immediate injunctive relief and other equitable relief, and Publisher will be liable to SLOAN for compensatory damages related to any lost revenue, loss of brand value or any other consequence resulting from such unauthorized use of Ad Tags or other breach of this Agreement, without the necessity of showing actual monetary damages.
Publisher will make the Inventory available to SLOAN in SLOAN’s Standard IAB or MMA Units as described in this Agreement or as may be updated by SLOAN from time to time. Any Inventory made available to SLOAN by Publisher can be offered to advertisers at SLOAN’s sole discretion.
4. Impression Counts; Reporting; Inventory
SLOAN shall provide Publisher with reporting detailing the placement, inventory, and earnings of Advertisements or offers on Publisher Site(s). Such reporting may be provided through electronic communication or through the Publisher Interface. SLOAN’s inventory counts and earnings shall be the sole source of measurement with respect to campaigns run on Publisher Site(s) and payments to be made to Publisher hereunder. SLOAN makes no guarantee that it will fill 100% of the advertising Inventory on the Publisher Site(s) with paying Advertisements.
Any suspected discrepancies must be reported by Publisher within 30 days. Reasonable efforts will be made to resolve discrepancies, provided, however, that any resolution will be at SLOAN’s discretion and will be final.
Publisher will be given the ability to manage advertisement campaign exclusions. This ability is provided through SLOAN’s Publisher Interface.
5. Publisher Duties
Publisher shall implement all commercially reasonable physical, electronic and procedural security features that are designed to prevent the unauthorized release of or access to personal information from or in connection with the Publisher Domain. SLOAN is not responsible or liable for the security of information transmitted via the Publisher Domain or the Internet generally.
Publisher Domain(s) shall be fully functional at all levels.
Publisher Domain(s) shall offer highly targeted, relevant and regularly updated content for which the Publisher is directly responsible, excluding content made available only through third party links or advertisements.
Content must be hosted on Publisher’s own top-level domain (as defined by the Internet Corporation for Assigned Names and Numbers), which Publisher owns or is entitled to use for content hosting.
6. Prohibited Content
Publisher Domain(s) may not contain content or Advertisements nor promote or link to content that:
(i) infringe or violate the patents, copyrights, trademarks, trade name, moral rights, or any other intellectual property right of any third party or entity or any rights of publicity, personality, or privacy of any third party or entity including without limitation as a result of Publisher’s failure to obtain consent to post personally identifying or otherwise private information about a person or which impersonates another person;
(ii) is misrepresentative, libelous or trade libelous, defamatory, obscene, indecent, pornographic, unlawfully threatening, unlawfully harassing or embarrassing or otherwise inappropriate;
(iii) violates any applicable law, statute, ordinance or regulation, or any community or Internet standard;
(iv) promotes illegal activity including but not limited to copyright infringement, racism, hate crimes, mail fraud, spam, pyramid schemes, or other advice not permitted under applicable law;
(v) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing;
(vi) result in product liability, tort, breach of contract, personal injury, death, or property damage or offers or disseminates fraudulent goods, services, schemes, or promotions, including any makemoney- fast or pyramid schemes; or
(vii) constitute misappropriation of any trade secret or know-how;.
7. Prohibited Actions
Publisher shall not:
(i) place Ad Tags in email, online newsletters or any other user-accessible medium without SLOAN’s prior consent in writing;
(ii) alter, copy, modify, amend, take, sell, re-use, or divulge in any manner any Ad Tags, advertising creative or other code provided by SLOAN;
(iii) populate Ad Tags with inaccurate or false data or information;
(iv) pay for clicks or provide consumers with other incentives as a way of increasing or encouraging impressions or clicks, including but not limited to cash awards, points, prizes, contest entries, without the prior written consent of SLOAN;
(v) engage in any timed rotations or auto-refreshing of Advertisements more frequently than once every five (5) minutes without the prior written consent of SLOAN;
(vi) place Ad Tags on any Publisher Domain(s) that are not fully operational (for purposes of clarification, no "under construction" sites will be accepted) or are without content that is updated and refreshed on an ongoing basis; or
(vii) place Ad Tags on any Publisher Domain(s) that supports an excessive amount of advertising as determined by SLOAN in its sole discretion without prior consent. Excessive advertising includes but is not limited to stacking ad units, placing more than ten display Advertisements on a page without prior written consent, or advertising on pages with no content.
8. Payment Provisions
Payments will be paid in accordance with the campaign price offered on publisher's interface. Payments shall be made in U.S. dollars. Revenue share payments shall be paid within fourty (40) days following the end of each calendar month, provided, however, that no payment will be issued to Publisher in any month where the total accumulated amounts due to Publisher do not equal the greater of fifty ($50) dollars, or the minimum amount as agreed by the Parties. Any monthly balance less than the minimum payment withdrawal amount will accumulate until such month in which the total accumulated amount due to Publisher reaches the greater of fifty ($50) dollars or the minimum payment withdrawal amount. Any dispute regarding a payment from SLOAN hereunder must be submitted to SLOAN in writing within thirty (30)days following Publisher’s receipt, or non-receipt, of the disputed payments. SLOAN will make commercially reasonable efforts to resolve reported inaccuracies fairly. Resolution is at SLOAN’s sole discretion and all resolutions are final. If SLOAN pays Publisher by check, Publisher must cash such payment within one hundred and eighty (180) days of the date of the check; otherwise such check will be null and void and publisher waives all rights and claims to such payment.
9. Taxes
SLOAN may be required by applicable U.S. law to collect certain tax withholding information for Publisher. Publisher must submit any and all necessary information upon activation of its account with SLOAN and as required by SLOAN in its sole discretion. The accuracy and completeness of the tax information provided is the sole responsibility of the Publisher. No payments will be made to Publisher until all required tax or other information has been provided. Publisher shall be responsible for all taxes related to income received through SLOAN, and upon request, Publisher will furnish SLOAN with satisfactory evidence of such withholding and payment in order to permit SLOAN to obtain a tax credit or other relief as may be available under applicable U.S. law or treaty.
10. Privacy Policy
Internet consumer privacy is important to SLOAN and its customers. Publisher therefore affirms and attests that it will adhere to fair information collection practices with respect to its performance under this Agreement. SLOAN does not endorse and is not responsible for the privacy policies or data collection practices of Publisher, and shall in no way be liable for such practices.
Publisher shall be required to maintain a privacy policy, readily available on its Publisher Site "homepage", which (i) is in compliance with all FTC Guidelines and any other applicable laws, rules and regulations with respect to privacy; (ii) includes a clear statement notifying users that Advertisements displayed on Publisher Site may be delivered through one or more third party advertising networks which may utilize cookie technology in connection with the delivery of such Advertisements; and (iii) offers users an opportunity to opt out from such collection and use of the data. Publisher is solely liable for its privacy policies and any claims made by third parties in relation thereto.
11. Proprietary Rights; Information and Data
As between Publisher and SLOAN, SLOAN and its advertisers retain all rights, title and interests in and to the Ad Tags, Advertisements, and all data, software and services provided in connection therewith, including without limitation all information and material appearing on, contained in, or made available through the Advertisements, including copies, modifications and derivative works thereof, as well as all related intellectual and proprietary rights. Publisher acknowledges that it is obtaining only a limited, non-transferable, non-exclusive, revocable license right to use the Ad Tags, Advertisements, and any and all software and services provided in connection therewith solely to display the Advertisements for purposes of performing its obligations hereunder. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as SLOAN granting Publisher any right, title or interest in its intellectual property.
Publisher hereby grants to SLOAN, and SLOAN hereby accepts, a worldwide, non-transferable (except as provided for herein), non-exclusive license, during the Term (as defined herein), to access, use, distribute, reproduce, display and permit others to access, use, distribute, reproduce, display the trademarks, service marks, trade names, and logos associated with the Publisher Domains (the "Publisher Marks") for the purpose of listing and promoting the Publisher as a member of SLOAN in connection with marketing to and communication with potential advertisers.
Publisher understands that SLOAN collects non-personally identifiable data in connection with Ad Tags placed on Publisher Domain(s) including but not limited to user name, screen preferences, IP addresses and time webpages viewed. To the extent that SLOAN collects any information and data in connection with Ad Tags placed on Publisher Domain(s), all such information and data shall be owned exclusively by SLOAN, with the exception of campaign reporting data, which shall be owned jointly by SLOAN and Publisher. Publisher shall not sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such information and data, or any portion thereof, to any third party without the prior written consent of SLOAN. SLOAN and/or its advertisers, in their sole discretion, shall have the right to sell, publish, market, re-market and use any non-personally identifiable user information and data without further obligation to Publisher. SLOAN shall use such non-personally identifiable user information and data for any purpose which is not inconsistent with the SLOAN Privacy Policy, which can be found here.
12. Termination
Either Party may terminate (the "Terminating Party") by giving the other written notice of termination 30 days before removing ad tags.. SLOAN may suspend or terminate this Agreement (a) for convenience by giving thirty (30) days’ advance notice in writing to Publisher; (b) if Publisher fails, at any time, to perform any material obligation under this Agreement and does not cure such breach within five (5) days after receipt of written notice from SLOAN specifying the nature of such breach; (c) immediately upon notice to Publisher if SLOAN determines, in its sole discretion, that Publisher’s website(s) are offensive, obscene, indecent and/or in violation of this Agreement or any applicable federal, state, local or administrative rule, regulation or other legal requirement.
Upon the termination of this Agreement for any reason, all rights of Publisher shall cease immediately. The provisions of Sections 11,12,13,14,15,17,18,19,21 and >22 will survive any termination or expiration of this Agreement. The termination or expiration of this Agreement shall not relieve either Party of any liability that accrued prior to such termination or expiration. Upon termination or expiration of this Agreement, Publisher’s license and right to use the Ad Tags, Advertisements and any software provided by SLOAN shall immediately and automatically terminate, all rights granted hereunder shall automatically revert to SLOAN, and Publisher shall immediately cease, completely and permanently, to use of the Ad Tags and Advertisements in any manner or for any purpose.
13.Non-Solicitation, Non-Compete and Exclusivity
Publisher acknowledges that SLOAN has been granted the non-exclusive right to represent, negotiate and sell advertisements on Publisher’s websites. SLOAN and Publisher agree to coordinate the approval of advertisers to be solicited by SLOAN.
14. Notices
Notices to SLOAN should be sent via email to lynn@sacramentopress.com. Notices to Publisher should be sent to the email designated in the contact information as provided in the preamble of this Agreement. Any notice received later than 5:00 p.m. Pacific Standard Time (PST) Monday – Friday, on a Saturday or Sunday, or on any U.S. federal holiday shall be deemed received on the following business day. It is the sole responsibility of the Publisher to maintain updated and accurate email address, phone number, mailing address, payment profile, and tax information with SLOAN to enable SLOAN to respond to such notices or give notice to Publisher. Notices given pursuant to this Section 14 constitute notice in writing, where such written notice is required herein.
15. Confidentiality
Each Party understands and acknowledges that, during the Term of this Agreement, each Party may be required to disclose to the other certain information which the disclosing party regards as proprietary or confidential. As used herein, the term “Confidential Information” shall mean any non-public information in any form that is designated as confidential, or a reasonable person knows or reasonably should understand to be confidential, along with any
(i) trade secrets, business plans, customer lists, strategies and methods;
(ii) software, computer system architecture and network configurations;
(iii) all information obtained through the Publisher Interface, including, but not limited to, payment amounts received by Publisher hereunder, and
(iv) any other information relating to the disclosing party or its business that is not generally known to the public, including information about the disclosing party’s personnel, products, customers, financial information, marketing and pricing strategies. Each Party may use Confidential Information disclosed to it only in connection with its performance hereunder, and not for any other purpose; and to ensure that any receiving party’s employees who obtain access to the Confidential Information, are advised of the confidential and proprietary nature thereof and are prohibited from copying, utilizing or otherwise revealing the Confidential Information. Without limiting the foregoing, the receiving party agrees to employ with regard to the Confidential Information procedures no less restrictive than the strictest procedures used by the receiving party to protect its own confidential and proprietary information, which shall at a minimum be commercially reasonable procedures.
Confidential Information shall not include information that
(i) is or becomes part of the public domain through no act or omission of the receiving party;
(ii) becomes known to the receiving party, without restriction, from a source other than the disclosing party without breach of this Agreement by the receiving party;
(iii) was independently developed by the receiving party without any use of the Confidential Information of the disclosing party; or
(iv) the receiving party had in its possession prior to the date of disclosure by the disclosing party. If either Party is required by law or legal process to disclose the disclosing party’s Confidential Information, the receiving party shall promptly inform the disclosing party of such requirement, so that the disclosing party may seek an appropriate protective order or waive compliance of the receiving party with the confidentiality obligation of this Agreement to the extent required by law. Upon termination of this Agreement, Publisher shall return or certify in writing (at SLOAN’s option) the destruction of all documents and electronic media containing SLOAN’s Confidential Information, including all copies. The Parties acknowledge that SLOAN does not wish to receive any proprietary confidential information from Publisher regarding its users and that SLOAN may reasonably presume that any information received from Publisher regarding its users is not confidential or proprietary. In the event any source or object code is provided to Publisher under this Agreement, neither Publisher nor its agents or its users will attempt to decompile, disassemble, reverse engineer or use any source or object code received from SLOAN to gain access to the source code for such source or object code.
16. Representations & Warranties
Publisher represents and warrants that:
(i) it has full legal right and authority to enter into this Agreement and to exercise its rights and perform its obligations hereunder;
(ii) it is under no obligation or restriction, nor will it assume any such obligation or restriction, that does or would in any way interfere or conflict with the obligations to be performed by it under this Agreement;
(iii) Publisher will conduct its business and fulfill its obligations hereunder in compliance with all applicable laws, rules and regulations including but not limited to the Children’s Online Privacy Protection Act of 2000 (COPPA) and the CAN-SPAM Act of 2003, and (iv) Publisher will at all times maintain compliance with this Agreement, including without limitation the privacy policy requirements in Section 10.
17. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SLOAN MAKES ANY WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN (INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INTERFERENCE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE). ANY SERVICES AND MATERIALS PROVIDED HEREUNDER ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND SLOAN MAKES NO REPRESENTATION OR WARRANTY AS TO PERFORMANCE, SERVICE UP-TIME OR RESULTS. PUBLISHER ACKNOWLEDGES AND UNDERSTANDS THAT THE SERVICES AND MATERIALS PROVIDED BY SLOAN HEREUNDER MAY BE SUBJECT TO OCCASIONAL SERVICE INTERRUPTION. SLOAN SHALL NOT BE RESPONSIBLE FOR ANY DELAYS OR INTERRUPTIONS.
18. Indemnification
Publisher is solely responsible for all content appearing on Publisher Domains and Publisher shall indemnify, defend and hold harmless SLOAN, its officers, directors, affiliates, employees, agents, representatives and advertisers from and against any and all third party claims, suits, demands, liabilities, expenses, losses and damages (including reasonable attorney’s fees) (“Claims”) resulting from or related to: (i) content on or the operation of Publisher Domains (other than unmodified Advertisements or other content provided exclusively by SLOAN hereunder); (ii) Publisher’s breach of this Agreement; (iii) infringement or violation by Publisher or users of the Publisher Domains of any third party intellectual property right, including but not limited to any trademark, copyright or patent, any right of privacy or publicity or any other intellectual property right; (iv) Publisher’s violation of any applicable law or regulation, including but not limited to the CAN-SPAM Act of 2003 and the COPPA Act of 2000, and/or any privacy law, rule or regulation; or (v) Publisher’s violation of Section 3 of this Agreement.
SLOAN shall hold Publisher, its officers, directors, affiliates, employees, agents and representatives harmless from and against any and all third party Claims resulting from or related to: (i) SLOAN’s material breach of this Agreement; (ii) infringement or violation by SLOAN of any third party’s intellectual property right, including but not limited to any trademark, copyright or patent, any right of privacy or publicity; (iii) SLOAN’s violation of any applicable privacy law or regulation.
The indemnifying party shall assume the defense or settlement of any Claim with counsel of its choice; provided that such counsel is reasonably acceptable to the indemnitee. The indemnifying party shall advance all expenses incurred by the indemnitee in connection with the investigation, defense, settlement, or appeal of any such Claim. The indemnitee shall have the right to participate in the defense or settlement of such Claims at their own cost and expense. The indemnifying party may not settle, decline to appeal, or otherwise dispose of any such Claim without the prior consent of the indemnitee, which consent shall not be unreasonably withheld. The indemnifying party shall not consent to entry into judgment or enter into any settlement that admits liability of the indemnitee, provides for injunctive or other non monetary relief affecting the indemnitee, or that does not include as an unconditional term the giving by each claimant or plaintiff to the indemnitee of a release from all liability with respect to such claim. The indemnifying party’s liability under this Section 18 shall be reduced to the extent that the indemnifying party is actually prejudiced by the indemnitee’s failure to give notice promptly after the indemnitee learns of such Claim.
19. Limitations on Liability
EXCEPT FOR THE INDEMNIFICATION PROVISIONS SET FORTH IN SECTION 18 ABOVE AND ANY BREACH OF SECTIONS 11 AND 15, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, EXTRACONTRACTUAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDIES OTHERWISE AVAILABLE FAIL OF THEIR ESSENTIAL PURPOSE.) ARISING FROM ANY ASPECT OF THE RELATIONSHIP SET FORTH HEREIN, INCLUDING WITHOUT LIMITATION LOST REVENUES OR LOST PROFITS, WHICH MAY OR DOES RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE ANY PRODUCTS, SERVICES. INFORMATION AND OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY. IN NO EVENT SHALL SLOAN’S TOTAL LIABILITY HEREUNDER EXCEED THE FEES PAID TO PUBLISHER HEREUNDER FOR THE MONTH IMMEDIATELY PRECEDING THE DATE OF ANY SUCH CLAIM. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE TOTAL LIABILITY OF SLOAN SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100).
20. Right to Modify Terms
SLOAN reserves the right to change or alter the services and technology it provides Publisher under this Agreement and/or the terms of this Agreement at any time, and in its sole discretion, except for the payment provision set forth in Section 5 above. Any material change to the SLOAN services and any change to this Agreement will be posted on SLOAN’s website and communicated to Publisher through electronic communication or the Publisher Interface. Continued participation in SLOAN following notice of such change shall constitute Publisher’s consent to be bound by such amended Agreement.
21. Governing Law and Jurisdiction
This Agreement and all matters arising out of or related to this Agreement shall be governed by the laws of the State of California without regard to its conflicts of law provisions. The parties hereby consent to the exclusive jurisdiction of the state and federal court located in Sacramento, California.
22. Force Majeure
Except for the obligation to pay money, neither Party shall be liable to the other Party for non-performance of this Agreement in whole or in part, to the extent that the non-performance is caused by the other Party’s acts or omissions not expressly authorized by this Agreement or events or conditions beyond the Party’s reasonable and actual control and for which the Party is not responsible under this Agreement and only if (a) the Party gives prompt notice to the other Party of such non-performance and (b) the Party makes all commercially reasonable efforts to perform.
23. Miscellaneous
The Parties hereto are independent contractors and nothing contained herein or done in performance of this Agreement shall constitute either Party as the agent or employee of the other Party or constitute the parties as partners or joint ventures. Neither Party is granted any right or authority to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the other Party, or to bind the other Party in any manner or any thing. Publisher may not assign or otherwise transfer, whether voluntarily or by operation of law, this Agreement or any of the rights or obligations contained herein without the prior written consent of SLOAN. Any assignment in violation of this section shall be void. SLOAN may transfer or assign its obligations under this Agreement without Publisher’s consent in connection with the sale, transfer or reorganization of its business. This Agreement and any exhibits or attachments constitute the entire agreement between the Parties as to the subject matter hereof and supersede any and all prior oral or written communications, proposals, agreements and/or representations between the Parties. The Parties do not intend, nor shall any clause be interpreted, to create under this Agreement any obligations of either Licensee or Licensor in favor of, or benefits to, or rights in, any third party. The waiver or failure of either Party to exercise in any respect any right provided under this Agreement will not constitute a waiver of such right in the future or a waiver of any other rights established under this Agreement. If any term or provision of this Agreement is found to any extent to be invalid, unenforceable, or prohibited under law, such provision shall be deemed restated to reflect the original intention of the Parties as nearly as possible in accordance with applicable law and the remainder of this Agreement. All remedies available to either Party for breach of this Agreement are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies. Section headings are for reference only and shall not affect the interpretation of this Agreement.
The Parties accept this Agreement and have caused this Agreement to be executed, and each Party represents and warrants that its signatory whose signature appears below has been during all negotiations regarding this Agreement, and is on the date executed, duly authorized by all necessary and appropriate corporate action to execute this Agreement on its behalf.