These Advertising Program Terms and Conditions (these “Terms”) are entered into by and between Unbiased Insight, Inc. (“Unbiased Insight”) and the party (“Advertiser”) identified on the order form, online purchase confirmation, or other ordering document referencing these Terms (“Order Form”) and sets forth the terms and conditions under which Advertiser participates in Unbiased Insight’s Ad Programs (defined below). The Order Form incorporates this Agreement and is effective as of the date Advertiser agrees to it (the “Effective Date”). The individual who signs, clicks through, or otherwise agrees to the Order Form binds Advertiser to the terms and conditions of the Order Form and these Terms (together, the “Agreement”) and has been duly authorized Advertiser to do so.
1.1. Purchase of Ad Programs: These Terms apply to the advertising programs (“Ad Programs”) that Advertiser purchases from Unbiased Insight from time to time in connection with Unbiased Insight’s websites, mobile applications, other third-party properties, or as otherwise agreed to by the parties in writing (collectively the “Site”). Advertiser’s use of the Site is also subject to Unbiased Insight’s Terms of Service (available onthe Site) (the “Terms of Service”). Ad Programs purchased will be set forth in an Order Form that identifies Advertiser, Ad Programs purchased, start and end date, applicable fees, and other applicable terms. Each agreed upon Order Form is governed by and incorporated into these Terms. Any capitalized terms used but not defined in these Terms shall have the respective meanings ascribed to them in the Order Form.
1.2. Ad Program Features. Ad Programs provide Advertiser the ability to promote itself with elevated ad placement and ranking on the Site. Unbiased Insight, at its sole discretion, may at any time replace features associated with any Ad Program with of substantially similar value. Unbiased Insight may from time to time change the functionality of the Ad Programs, including, but not limited to, available features, sizing,placement and positioning. Descriptions and depictions of Ad Programs on the Site or elsewhere outside of these Terms are provided for informational purposes only and should not be relied upon. Advertiser authorizes Unbiased Insight to periodically conduct tests on the Site that may affect Advertiser’s Ad Programs, including changes to ad formatting, quality, ranking, performance, pricing, and auction adjustments. The scheduling and delivery of Ad Programs is subject to availability and may not be continuous.
1.3. Program Changes. If Advertiser wants to make changes to an Ad Program, Advertiser may request a change to its Ad Program via email toadvertising@shrtlst.com (“Program Change”), subject to any restrictions in the applicable Order Form. To process the Program Change request, Advertiser must sign and return all Program Change documents provided to Advertiser by Unbiased Insight in response to Advertiser’s request, which may include issuance of an amended Order Form or new Order Form. Once Unbiased Insight has received all necessary Program Change documents, the Program Change will take effect on the first day of the next billing cycle or as specified by Unbiased Insight in writing.
1.4. Beta or Evaluation Products. From time to time, Unbiased Insight may test pilot Ad Programs made available to Advertiser (“Beta Products”). Unbiased Insight may change, discontinue or terminate use of Beta Products (or any related features) at any time at Unbiased Insight’s sole discretion with or without notice. During such use, Advertiser may choose to provide feedback, suggestions, comments, ideas, or report issues and/or problems related to the use of the Beta Products (collectively, “Feedback”). Any Feedback shall be deemed to be non-confidential, shall belong to Unbiased Insight, and Unbiased Insight shall be free to use such information without compensation.
2.1. Fees. Advertiser shall pay the fees set forth in the applicable Order Form (“Fees”) in accordance with the payment terms set forth therein. Fees may use dynamic pricing models based on various market conditions as described in the applicable Order Form. Fees are non-refundable unless otherwise set forth in this Agreement (including the applicable Order Form) or as required by Applicable Laws. All amounts payable to Unbiased Insight under this Agreement shall be paid by Advertiser to Unbiased Insight in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by Applicable Laws). ADVERTISER AUTHORIZES UNBIASED INSIGHT TO USE ANY PAYMENT INSTRUMENT AND RELATED PAYMENT INFORMATION PROVIDED BY ADVERTISER OR ADVERTISER’S PAYMENT INSTRUMENT PROVIDER TO PAY ALL FEES DUE HEREUNDER, INCLUDING BY AUTOMATICALLY CHARGING ADVERTISER ON A RECURRING BASIS. ADVERTISER REPRESENTS THAT ADVERTISER IS AUTHORIZED TO INCUR CHARGES AGAINST SUCH PAYMENT INSTRUMENTS, INCLUDING PLACING A TEMPORARY AUTHORIZATION TO VERIFY PAYMENT INFORMATION. ADVERTISER MAY NOT CHANGE ITS FORM OF PAYMENT UNLESS ALL AMOUNTS DUE UNDER THE TERMS HAVE BEEN PAID IN FULL OR AS OTHERWISE AGREED TO BY THE PARTIES IN WRITING.
2.2. Late Payments. Overdue payments will be subject to interest at the rate of one and one-half percent (1.5%) per month, or the maximum allowable under Applicable Laws, whichever is less, and Advertiser will indemnify and hold Unbiased Insight harmless from and against any costs incurred in connection with its collection of any Fees or interest properly due hereunder. If such failure to pay continues for thirty (30) days following written notice thereof, Unbiased Insight may: (a) withhold, suspend or revoke its grant of a license hereunder; and/or (b) terminate this Agreement under Section 3.2.
2.3. Taxes. Advertiser will be responsible for the payment of any and all local, state, federal, or foreign taxes, levies, and duties of any nature, including value-added, sales, use, and withholding taxes (“Taxes”). Advertiser is responsible for paying all Taxes, excluding only taxes based on Unbiased Insight’s net income. If Unbiased Insight has the legal obligation to pay or collect Taxes for which Advertiser is responsible under this Section Error! Reference source not found., the appropriate amount shall be invoiced to and paid by Advertiser unless Advertiser provides Unbiased Insight with a valid tax exemption certificate authorized by the appropriate taxing authority.
3.1. Effective Date and Term. The initial term of the Agreement shall begin on the Effective Date and extend for the Term specified in the applicable Order Form, until terminated in accordance with this Section 3 or the terms of the applicable Order Form (if such Order Form specifies an end date). If an Order Form specifies that it will automatically renew, the Order Form will renew as set forth in the Order Form until notice of termination is provided in accordance with the terms therein or herein.
3.2. Termination for Cause. Either party shall have the right to terminate this Agreement immediately upon written notice to the other party: (a) if the other party breaches or fails to perform or observe any material term or condition of this Agreement and such default has not been cured within thirty (30) days after written notice of such default to the other party; or (b) if the other party (i) terminates or suspends its business, (ii) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute, (iii) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (iv) has wound up or liquidated, voluntarily or otherwise.
3.3. Effect of Termination. On the expiration or earlier termination of this Agreement: (a) all rights, licenses and authorizations granted to Advertiser will immediately terminate, and Advertiser will: (i) immediately cease all use of and other activities with respect to the Ad Programs; (ii) return to Unbiased Insight or, upon Unbiased Insight’s request, destroy, and permanently erase from all devices and systems Advertiser directly or indirectly controls, Unbiased Insight’s Confidential Information and materials containing any Confidential Information of Unbiased Insight. Nothing contained herein shall limit any other remedies that either party may have for the default of the other party under this Agreement nor relieve either party of any of its obligations incurred prior to such termination; and (b) all amounts payable by Advertiser to Unbiased Insight of any kind are immediately payable and due no later than seven (7) days after the effective date of the expiration or termination of this Agreement. If Unbiased Insight terminates this Agreement pursuant to Section 3.2, Unbiased Insight will not refund to Advertiser any Fees prepaid by Advertiser for time remaining during the Term. If Advertiser terminates this Agreement pursuant to Section 3.2(a), Unbiased Insight will refund to Advertiser any Fees prepaid by Advertiser for time remaining during the Term.
3.4. Survival. Sections 2.1, 3.4, and 4-8 shall survive termination of this Agreement.
Advertiser agrees to retain in confidence the non-public information and know-how disclosed to it by Unbiased Insight pursuant to this Agreement which is either designated in writing as proprietary and/or confidential, if disclosed in writing, or if disclosed orally, is designated in writing (which may be via email) as confidential within thirty (30) days of the oral disclosure or should reasonably be understood to be confidential by the recipient (the “Confidential Information”). Advertiser agrees to: (a) preserve and protect the confidentiality of Unbiased Insight’s Confidential Information, using at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance, but in no event less than reasonable care; (b) refrain from using Unbiased Insight’s Confidential Information except as contemplated herein; and (c) not disclose such Confidential Information to any third party except to employees, officers, affiliates, controlling stockholders, agents, advisors, subcontractors and other representatives as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). Advertiser agrees to promptly notify Unbiased Insight of any unauthorized disclosure or use of any Confidential Information and to assist Unbiased Insight in remedying such unauthorized use or disclosure by taking such steps as are reasonably requested. Notwithstanding the foregoing, Confidential Information shall not include information which is: (i) already publicly known without breach of this Agreement; (ii) discovered, created or independently developed by Advertiser without use of, reliance upon, or reference to, the Confidential Information of Unbiased Insight, as shown in records of Advertiser; (iii) otherwise known to Advertiser through no wrongful conduct of Advertiser, or (iv) required to be disclosed by law or court order; provided that Advertiser shall provide prompt notice thereof and commercially reasonable assistance to Unbiased Insight to enable Unbiased Insight to seek a protective order or otherwise prevent or restrict such disclosure. Moreover, Advertiser may disclose any Confidential Information hereunder to its agents, attorneys and other representatives (and only subject to confidentiality obligations at least as protective as those set forth herein) or any court of competent jurisdiction as reasonably required to resolve any dispute between the parties hereto. Advertiser agrees and acknowledges that any breach or threatened breach of this Section 4 may cause irreparable injury to Unbiased Insight and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Unbiased Insight shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by Advertiser, without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.
5.1. Mutual. Each party represents and warrants to the other that it is duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it was organized; all contact and entity information is complete, correct and current, and the execution and delivery of the Terms; and the performance of the transactions contemplated hereby, are within its corporate powers, and have been duly authorized by all necessary corporate action.
5.2.1. Advertiser represents and warrants to Unbiased Insight that: (a) any information, materials, or content that Advertiser provides in connection with the Ad (collectively the “Advertising Materials”) will be true, complete and correct, (b) Advertiser has all necessary rights and permissions to allow Unbiased Insight to use and display the Advertising Materials and ay Advertiser trade names, trademarks, marks, trade dress, logos and other rights in indicia (“Marks”), (c) the Advertising Materials do not contain any content that violates Unbiased Insight’s content guidelines (which it may make available on the Site) (the “Content Guidelines”) or that is otherwise unlawful, defamatory or obscene, or infringes or violates any third‐party rights (including any intellectual property rights or privacy or publicity rights), or may encourage a criminal offense or otherwise give rise to civil liability, and (d) Advertiser will comply with all applicable laws and regulations in connection with its use of the Site, including, but not limited to, laws and regulations relating to privacy, sweepstakes, coupons and promotions. Advertiser agrees and acknowledges that Advertiser is responsible for the final review of any Advertising Materials, even if Unbiased Insight provided assistance in its development or implementation. In the event Advertiser requests Unbiased Insight’s assistance in connection with an Ad Program, Advertiser consents to the actions that Unbiased Insight performs on its behalf and retains sole responsibility for such assisted use (e.g., pixel placement, uploading or posting Advertising Materials from third-party sites or social media channels). Notwithstanding anything to the contrary, Unbiased Insight reserves the right, at its sole discretion, to remove or edit any Advertising Materials, business page attributes and any and all information in connection with the Ad Programs or the Site that Unbiased Insight reasonably believes may be inaccurate, deceptive, violates applicable laws, or otherwise does not comply with Content Guidelines or specifications.
5.2.2. Advertiser further represents and warrants to Unbiased Insight that Advertiser will not, and will not authorize or induce any other party, to: (a) generate automated, fraudulent or otherwise invalid ad impressions, inquiries, conversions, clicks or other actions, (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Unbiased Insight content and information from Unbiased Insight, except as expressly permitted by Unbiased Insight, or (c) use any Unbiased Insight copyrights, trademarks, trade secrets or other intellectual property rights (“Intellectual Property”) in any manner without Unbiased Insight’s prior written consent. Nothing contained in these Terms shall be construed as Advertiser or any third party any right, title, or interest in or to any Unbiased Insight Intellectual Property. All rights not expressly granted to Advertiser hereunder are reserved by Unbiased Insight.
5.3. DISCLAIMER. ADVERTISER ACKNOWLEDGES AND AGREES THAT AD PROGRAMS ARE PROVIDED TO ADVERTISER ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION 5, UNBIASED INSIGHT MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE AD PROGRAMS AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, OF THE WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE AD PROGRAMS OR THE USE THEREOF WILL MEET ADVERTISER’S OR ANY OTHER PERSON’S REQUIREMENTS OR OPERATE WITHOUT INTERRUPTION. FURTHERMORE, TO THE FULLEST EXTENT PERMITTED BY LAW, UNBIASED INSIGHT SPECIFICALLY DISCLAIMS ALL WARRANTIES AND GUARANTEES REGARDING: (I) THE PERFORMANCE, QUALITY AND RESULTS OF THE AD PROGRAMS, INCLUDING AD CLICK RATES, CONVERSIONS, PACING AND ANY USER-GENERATED CONTENT THAT APPEARS ON THE SITE OR IN ADVERTISER’S AD PROGRAMS, (II) THE ACCURACY OF THE NON-PAYMENT-RELATED INFORMATION AND METRICS THAT UNBIASED INSIGHT PROVIDES IN CONNECTION WITH THE SITE OR AD PROGRAMS (E.G., TRAFFIC, VIEWS, VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT USERS), AND (III) THE PLACEMENT, CONTENT, PROMOTIONAL VALUE, QUALITY, TIMING, OR NUMBER OF AD IMPRESSIONS. UNBIASED INSIGHT SHALL NOT BE LIABLE FOR NON-PERFORMANCE DUE TO CAUSES BEYOND ITS REASONABLE CONTROL. WHILE UNBIASED INSIGHT MAY TRY TO TARGET AD IMPRESSIONS TO PARTICULAR USERS, TYPES OF USERS, USER LOCATIONS, USER QUERIES, OR OTHER USER BEHAVIORS, UNBIASED INSIGHT MAY NOT BE ABLE TO ACHIEVE ADVERTISER’S SPECIFIC EXPECTATION OF ACCURATE AD TARGETING. UNBIASED INSIGHT FURTHER STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRD-PARTY PRODUCTS OR SERVICES ACCESSIBLE THROUGH THE SITE. ADVERTISER IS SOLELY RESPONSIBLE FOR ITS INTERACTIONS AND SHARING OF INFORMATION WITH OTHER USERS. UNBIASED INSIGHT RESERVES THE RIGHT, BUT HAS NO OBLIGATION, TO MONITOR DISPUTES BETWEEN ADVERTISER AND OTHER USERS WITHIN THE SITE. UNBIASED INSIGHT EXPRESSLY DISCLAIMS ALL LIABILITY ARISING FROM ADVERTISER’S INTERACTIONS WITH OTHER USERS, OR FOR ANY USER’S ACTION OR INACTION, INCLUDING RELATING TO USE OF AD PROGRAMS.
Advertiser will indemnify, defend, and hold Unbiased Insight and its officers, directors, agents, employees, affiliates, successors, and assigns harmless from and against any and all third-party claims, actions, losses, damages, liabilities, costs, and expenses (including but not limited to attorneys’ fees and court costs) (collectively a “Third Party Claim”) arising out of or in connection with: (a) the Marks or Advertising Materials or any instructions or directions provided by Advertiser to Unbiased Insight in connection with the Ad Programs, (b) Advertiser’s breach of the Agreement, (c) Advertiser’s violation of applicable law, or (d) Advertiser’s gross negligence or willful misconduct. Unbiased Insight will notify Advertiser promptly of any Third Party Claim for which it seeks indemnification and will permit Advertiser to control the defense of such Third Party Claim with counsel chosen by Advertiser; provided, that Advertiser will not enter into any settlement that contains any admission of or stipulation to any guilt, fault, liability or wrongdoing on the part of Unbiased Insight, or that places any material obligation on Unbiased Insight, without Unbiased Insight’s prior written consent.
7.1. Liability Cap. IN NO EVENT SHALL UNBIASED INSIGHT’S TOTAL AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY ADVERTISER TO UNBIASED INSIGHT HEREUNDER DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
7.2. Damages Waiver. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY CLAIM OR DEMAND BY ANY OTHER PARTY ARISING FROM, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT, AN ORDER, THE AD PROGRAMS, THE SITE, OR THESE TERMS, HOWEVER CAUSED AND (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS) UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3. Advertiser Acknowledgment. Advertiser acknowledges that the amounts payable hereunder are based in part on these limitations, and further agrees that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
8.1. Assignment. Advertiser may not assign any rights or obligations under the Agreement without Unbiased Insight’s prior consent, and any purported assignment by Advertiser shall be void. Unbiased Insight may freely assign or transfer this Agreement, including its rights and obligations hereunder. Subject to this Section 8.1, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.
8.2. Governing Law. Advertiser agrees that: (i) the Ad Programs shall be deemed solely based in Nevada; and (ii) the Ad Programs shall be deemed passive that do not give rise to personal jurisdiction over Unbiased Insight, either specific or general, in jurisdictions other than Nevada. This Agreement shall be governed by the internal substantive laws of the State of Nevada, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Advertiser agrees to submit to the personal jurisdiction of the federal and state courts located in Clark County, Nevada for any actions for which Unbiased Insight retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of Unbiased Insight Intellectual Property, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. Advertiser agrees that Clark County, Nevada is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
8.3. Arbitration. Read this section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Unbiased Insight. For any dispute with Unbiased Insight, you agree to first contact us at contact@shrtlst.com and attempt to resolve the dispute with us informally. In the unlikely event that Unbiased Insight has not been able to resolve such a dispute after sixty (60) days, the parties each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided above) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, Inc. (“JAMS”), under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Clark County, Nevada, unless the parties agree otherwise. If Advertiser is using the Ad Programs for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If Advertiser is an individual using the Ad Programs for personal use: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorneys’ fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Unbiased Insight from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of Unbiased Insight’s data security, Intellectual Property or other proprietary rights.
8.4. Class Action/Jury Trial Waiver. With respect to all persons and entities, regardless of whether they have obtained or used the Ad Programs for personal, commercial or other purposes, all claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class action, collective action, private attorney general action or other representative proceeding. This waiver applies to class arbitration, and, unless we agree otherwise, the arbitrator may not consolidate more than one person’s claims. Advertiser agrees that, by entering into this Agreement, Advertiser and Unbiased Insight are each waiving the right to a trial by jury or to participate in a class action, collective action, private attorney general action, or other representative proceeding of any kind.
8.5. Order of Precedence. In the event of any conflict between these Terms and an Order Form, the order of precedence shall be (a) Order Form; and (b) Terms, in order of appearance.
8.6. Publicity. Advertiser will not issue any press release or make public statements about its relationship with Unbiased Insight without Unbiased Insight’s prior written consent. Advertiser grants Unbiased Insight permission to: (a) list Advertiser and display its Marks and Advertising Materials in Unbiased Insight’s advertising, publicity and marketing materials, and (b) make general reference to the results of the Ad Programs purchased by Advertiser.
8.7. Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever.
8.8. Notices. All notices permitted or required under this Agreement shall be in writing and shall be deemed to have been given: (a) when delivered in person (including by overnight courier); (b) three (3) business days after being mailed by first class, registered or certified mail, postage prepaid, to the address of the party specified in this Agreement or such other address as either party may specify in writing; or (c) when delivered (receipt return requested) by email. All email notices, and an email copy of any paper notice, to Unbiased Insight must be sent to contact@shrtlst.com.
8.9. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
8.10. Interpretation. The words “hereof,” “herein,” and “hereunder” and words of similar import, when used in this Agreement, will refer to this Agreement as a whole and not to any particular provision of this Agreement. Terms defined in the singular will have correlative meanings when used in the plural, and vice versa. The headings herein are for convenience of reference only, do not constitute part of this Agreement and will not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a section, exhibit or schedule, such reference will be to a Section or Exhibit to this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation,” unless preceded by the word “not.”
8.11. Advice of Legal Counsel. Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all of the Terms. This Agreement shall not be construed against any party by reason of the drafting or preparation thereof.
8.12. Costs. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the Terms, the prevailing party shall be entitled to reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
8.13. Entire Agreement; Waiver; Severability. This Agreement, together with Unbiased Insight’s Terms of Service, represents the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by this Agreement (including prior agreements between Advertiser and Unbiased Insight), and is not intended to confer upon any third party any rights or remedies hereunder. To the extent that Terms of Service conflict with or materially deviate from this Advertising Agreement, the terms of this Advertising Agreement shall govern and prevail. Advertiser acknowledges that it has not entered in this Agreement based on any representations other than those contained herein. Except as otherwise provided herein, no waiver of any rights under this Agreement, shall be effective unless in writing and signed by the party so waiving. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. Any of Advertiser’s terms or conditions that are in addition to or different from those contained in or added to the Terms or Agreement that are not separately expressly agreed to in writing by both parties are hereby objected to and deemed void. No conditions, printed or otherwise, appearing on other contracts, orders or copy instructions that conflict with, vary, or add to the Agreement will be binding on Unbiased Insight, and any conflicting or additional terms contained in any other documents or oral discussions are void. If any provision of this Agreement is held invalid or unenforceable under applicable laws by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of the Agreement will remain in full force and effect.
8.14. Modifications. Unbiased Insight may change these Terms from time to time by posting a modified version on its website, such as at https://shrtlst.com/master_advertising_terms. If, in Unbiased Insight’s sole discretion, the changes are material, Unbiased Insight will provide Advertiser with reasonable notice prior to the effective date of the changes, either by emailing the email address associated with Advertiser’s account or by notifying Advertiser (including any person designated as a representative on an Order Form) through the Site. Materially-modified Terms will become effective on the date set forth in the notice, and all other changes will become effective upon posting thereof. By continuing to access or use the Ad Programs after the effective date of changes to these Terms, Advertiser agrees to be bound by the modified version of the Terms. If Unbiased Insight fails to provide Advertiser with notice of material changes to the Terms in accordance with this Section, then Advertiser’s use of the Ad Programs will continue to be governed by the terms and conditions of the Terms as they were immediately prior to such modifications, until Advertiser’s next renewal date, after which the modified Terms will govern. An Order Form may only be amended or modified as agreed upon in writing by the parties, except as otherwise provided herein.