Legal

INTRODUCTION

The following Terms and Conditions represent the extent of the relationship between AZYokel.com LLC (“AZYokel”) and the commercial interests utilizing the advertising platform (“Client”). For this document, in the event that the Client represents, and is itself not the same entity as listed in the advertisement, the entity being advertised will be referred to as “Advertise,” for clarity by and way of example an advertising agency is the Client, and the business being promoted is the Advertiser.

I. INSERTION ORDERS AND INVENTORY AVAILABILITY

a. From time to time, parties may negotiate insertion orders (“IO”s) under which an IO may either be submitted by Client to AZYokel or be submitted by AZYokel, signed by Client and returned to AZYokel. In either case, an IO will be binding only if accepted as provided in Section I(b) below. Each IO shall specify: (a) the price(s) for advertising; (b) the maximum amount of money to be spent pursuant to the IO (if applicable), (c) the start and end dates of the campaign, and (d) the identity of and contact information for any third party ad server ("3rd Party Ad Server"), if applicable. Other items that may be included are, but are not limited to: reporting requirements such as impressions or other performance criteria; any special Ad delivery scheduling and/or Ad placement requirements; and specifications concerning ownership of data collected.

b. AZYokel will make commercially reasonable efforts to notify Client within two business days of receipt of an IO signed by Client if the specified inventory is not available. Acceptance of the IO and these Terms and Conditions will be made upon the earlier of (a) written (which, unless otherwise specified, for purposes of these Terms and Conditions shall include paper, fax, or e-mail communication) approval of the
IO by AZYokel and Client; or (b) the display of the first Ad impression by AZYokel, unless otherwise agreed upon in the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless signed by both parties.

c. Revisions to accepted IOs must be made in writing and acknowledged by the other party in writing.

II. AD PLACEMENT AND POSITIONING

a. AZYokel must comply with the IO, including all Ad placement restrictions, requirements to create a reasonably balanced delivery schedule, and provide within the scope of the IO, an Ad to the Site specified on the IO when such Site is called up by an Internet user. Any exceptions must be approved by Client in writing.

b. AZYokel will use commercially reasonable efforts to provide Client at least 10 business days, prior notification of any material changes to the Site that would change the target audience or significantly affect the size or placement of the Ad specified in the affected IO. Should such a modification occur with or without notice, as Client’s and Advertiser’s sole remedy for change or notice, Client may immediately cancel the remainder of the IO without penalty within the 10-day notice period. If AZYokel has failed to provide such notification, Client may cancel the remainder of the IO within 30 days of such modification, and in such case shall not be charged for any affected Ads delivered after such modification.

c. AZYokel will submit or otherwise make electronically accessible to Client within two business days of acceptance of an IO final technical specifications, as agreed upon by the parties. Changes to the specifications of the already purchased Ads after that two business day period will allow Advertiser to suspend (without impacting the end date unless otherwise agreed by the parties) delivery of the affected Ad for a reasonable time in order to either (i) send revised artwork, copy, or active URLs (“Advertising Materials”); (ii) request that AZYokel resize the Ad at AZYokel’s cost, and with final creative approval of Client, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within 5 business days, immediately cancel the remainder of the IO for the affected Ad without penalty.

d. Ad delivery shall comply with editorial adjacencies guidelines stated on the IO. As Advertiser’s or Client’s sole remedy for a violation of the foregoing sentence: (i) Ads that run in violation of such editorial adjacencies guidelines, if AZYokel is notified of such violation within 30 days of the violation, shall be non-billable; and (ii) after Client notifies AZYokel that specific Ads are in violation of such editorial adjacencies guidelines, AZYokel will make commercially reasonable efforts to correct within 24 hours such violation. In the event that such correction materially and adversely impacts such IO, the parties will negotiate in good faith mutually agreed changes to such IO to address such impacts. In the event that the parties cannot reach agreement on such changes within five business days from the implementation of such correction, Client or AZYokel may, upon the conclusion of such 5 business day period, immediately cancel such IO, without penalty.

III. PAYMENT AND PAYMENT LIABILITY; part b. Invoice Date

a. Invoices
The initial invoice will be sent upon completion of the first month’s delivery or within 30 days of completion of the IO, whichever is earlier. Invoices are to be sent to: Client’s billing address as set forth in the IO and must include information reasonably specified by Client such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing on the IO. All invoices pursuant to the IO must be received within 180 days of delivery of all Deliverables. Failure by AZYokel to send such invoice or make such request shall be considered a waiver of right to payment for delivery of Ads for which no invoice was sent. AZYokel should provide invoices accompanied by proof of performance for the invoiced period, which may include access to online or electronic reporting as addressed in this document, subject to the notice and cure provisions of Section IV. AZYokel should invoice Client for the services provided on a calendar month basis with the net cost based on actual delivery or based on prorated distribution of delivery over the term of the IO, as specified in the applicable IO.

b. Payment Date
Client will make payment 30 days from receipt of invoice, or as otherwise stated in a payment schedule set forth in the IO. AZYokel may notify Client that it has not received payment in such thirty-day period and whether it intends to seek payment directly from Advertiser pursuant to Section IIIc, and may do so 5 business days after providing such notice. Any payments not made within 15 days of such notice will be subject to a $15.00 processing fee.

c. Payment Liability
Unless otherwise set forth by Client on the IO, Media Company agrees to hold Client liable for payments solely to the extent proceeds have cleared from Advertiser to Client for Ads placed in accordance with the IO. For sums not cleared to Client, AZYokel agrees to hold Advertiser solely liable. AZYokel understands that Advertiser is Client’s disclosed principal and Client, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this Section III(c) and Section X(c). Client agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis. Client’s credit is established on a client-by-client basis. If Advertiser proceeds have not cleared for the IO, other Advertisers from the representing Client shall not be prohibited from advertising on the Site due to such no clearance if such other Advertisers’ credit is not in question. Client will make available to AZYokel upon request written confirmation of the relationship between Client and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Client is its agent and is authorized to act on its behalf in connection with the IO and these Terms and Conditions. In addition, upon the request of AZYokel, Client will confirm whether Advertiser has paid to Client in advance funds sufficient to make payments pursuant to the IO. If Advertiser’s or Client’s credit is or becomes impaired, AZYokel may require payment in advance.

IV. REPORTING

a. AZYokel must, within 2 business days of the start date on the IO, provide confirmation to Client, either electronically or in writing, stating whether the components of the IO have begun delivery.

b. AZYokel shall make reporting available at least as often as weekly, either electronically or in writing, unless otherwise specified in the IO. Reports must be broken out by day and summarized by creative execution, content area (Ad placement), and other variables defined in the IO, for example, impressions, keywords, and/or clicks.
Once AZYokel has provided the online or electronic report, it agrees that Client and Advertiser are entitled to reasonably rely on it, subject to receipt of AZYokel’s invoice for such period.

c. In the event that AZYokel fails to deliver an accurate and complete report by the time specified, Client may initiate make good discussions pursuant to Section VI below. In the event that AZYokel learns that it has delivered an incomplete or inaccurate report, or no report at all, AZYokel must cure such failure within 5 business days. Failure to cure may result in nonpayment for all activity for which data are incomplete or missing, until AZYokel delivers reasonable evidence of performance and such report must be delivered within 30 days of AZYokel’s
learning of such failure or absent such knowledge, within 180 days of delivery of all Deliverables.

V. CANCELLATION AND TERMINATION

a. At any time prior to the serving of the first impression of the IO, Client may cancel the IO with 30 days prior written notice, without penalty. For clarity and by way of example, if Client cancels the IO 15 days prior to the serving of the first impression, Advertiser will only be responsible for the first 15 days of the IO.

b. Upon the serving of the first impression of the IO, Client may cancel the IO for any reason, without penalty, by providing AZYokel written notice of cancellation which will be effective after the later of: (i) 30 days after serving the first impression of the IO; or (ii) 14 days after providing AZYokel with such written notice.

c. Either party may terminate an IO at any time if the other party is in material breach of its obligations hereunder that is not cured within 10 days after written notice thereof from the nonbreaching party, except as otherwise stated in this Agreement with regard to specific breaches. Additionally, if Client or Advertiser commit a violation of the same Policy (as defined below), where such Policy had been provided by AZYokel to Client, on three separate occasions after having received timely notice of each such breach, even if such breach has been cured by Client or Advertiser, then AZYokel may terminate the IO associated with such breach upon written notice. If Client or Advertiser do not cure a violation of a Policy within the applicable ten day cure period after written notice, where such Policy had been provided by AZYokel to Client, then AZYokel may terminate the IO associated with such breach upon written notice.

d. Short rates will apply to cancelled buys to the degree stated on the IO.

VI. MAKEGOODS

a. AZYokel shall monitor delivery of the Ads, and shall notify Client either electronically or in writing as soon as possible (and no later than two weeks before IO end date unless the length of the campaign is less than two weeks) if AZYokel believes that an under-delivery is likely. In the case of a probable or actual under-delivery, the parties may arrange for makegood consistent with these Terms and Conditions.

b. In the event that actual Deliverables for any campaign fall below guaranteed levels, as set forth in the IO, and/or if there is an omission of any Ad (placement or creative unit), Client and AZYokel will make an effort to agree upon the conditions of a makegood flight either in the IO or at the time of the shortfall. If no makegood can be agreed upon, Client may execute a credit equal to the value of the under-delivered portion of the contract IO for which it was charged. In the event that Client or Advertiser has made a cash prepayment to AZYokel, specifically for the campaign IO for which under-delivery applies, then if Client and/or Advertiser is reasonably current on all amounts owed to AZYokel under any other agreement for such Advertiser, Client may elect to receive a refund for the under-delivery equal to the difference between the applicable pre-payment and the value of the delivered portion of the campaign. In no event shall AZYokel provide a makegood or extend any Ad beyond the period set forth in the IO without prior written consent of Client.

VII. BONUS IMPRESSIONS

a. Where Client utilizes a 3rd Party Ad Server, AZYokel will not bonus more than 10% above the Deliverables specified in the IO without prior written consent from Client. Permanent or exclusive placements shall run for the specified period of time regardless of over-delivery, unless the IO establishes an impression cap for Third Party Ad served activity. Client will not be charged by AZYokel for any additional Ads above any level guaranteed or capped in the IO. If a 3rd Party Ad Server is being used and Client notifies AZYokel that the guaranteed or capped levels stated in the IO have been reached, AZYokel will use commercially reasonable efforts to suspend delivery and, within 48 hours, may either 1) serve any additional Ads itself or 2) be held responsible for all applicable incremental Ad serving charges incurred by Advertiser after such notice has been provided and associated with overdelivery by more than 10% above such guaranteed or capped levels.

b. Where Client does not utilize a 3rd Party Ad Server, Media Company may bonus as many ad units as AZYokel chooses unless otherwise indicated on the IO. Client will not be charged by AZYokel for any additional advertising units above any level guaranteed in the IO.

VIII. FORCE MAJEURE

a. Excluding payment obligations, neither party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. In the event that AZYokel suffers such a delay or default, AZYokel shall make reasonable efforts within five business days to recommend a substitute transmission for the Ad or time period for the transmission. If no such  substitute time period or makegood is reasonably acceptable to Client, AZYokel shall allow Client a pro rata reduction in the space, time and/or program charges hereunder in the amount of money assigned to the space, time and/or program charges at time of purchase. In addition, Client shall have the benefit of the same discounts that would have been earned had there been no default or delay.

b. If Client's ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Client's reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Client shall make every reasonable effort to make payments on a timely basis to AZYokel, but any delays caused by such condition shall be excused for the duration of such condition. Subject to the foregoing, such excuse for delay shall not in any way relieve Client from any of its obligations as to the amount of money that would have been due and paid without such condition.

c. To the extent that a force majeure has continued for 5 business days, AZYokel or Client has the right to cancel the remainder of the IO without penalty.

IX. AD MATERIALS

a. It is Client’s obligation to submit Advertising Materials in accordance with AZYokel’s then existing advertising criteria or specifications (including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and material due dates) (collectively "Policies") in accordance with Section II(c).
AZYokel's sole remedy for a breach of this provision is set forth in paragraphs (b and c) below, Section V(c), and Section X(b). If Advertising Materials are late, Advertiser is still responsible for the media purchased pursuant to IO.

b. AZYokel reserves the right within its discretion to reject or remove from its Site any Ads where the Advertising Materials or the site to which the Ad is linked do not comply with its Policies, or that in AZYokel’s sole reasonable judgment, do not comply with any applicable law, regulation or other judicial or administrative order. In addition, Media Company reserves the right within its discretion to reject or remove from its Site any Ads where the Advertising Materials or the site to which the Ad is linked are or may tend to bring disparagement, ridicule, or scorn upon AZYokel or any of its Affiliates (as defined below), provided that if AZYokel has reviewed and approved such Ads prior to their use on the Site, AZYokel will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Client.

c. If Advertising Materials provided by Client are damaged, not to AZYokel’s specifications, or otherwise unacceptable, AZYokel will use commercially reasonable efforts to notify Client within two business days of its receipt of such Advertising Materials.

d. AZYokel will not edit or modify the submitted Ads in any way, including, but without limitation, resizing the Ad, without Client approval. AZYokel shall use all such Ads in strict compliance with these Terms and Conditions and any written instructions provided by Client.

e. When applicable, Third Party Ad Server tags shall be implemented so that they are functional in all aspects.

f . AZYokel, on one hand, and Client and Advertiser, on the other, will not use the other’s trade name, trademarks, logos or Ads in a public announcement (including, but not limited to, through any press release) regarding the existence or content of these Terms and Conditions or an IO without the other’s prior written approval.

X. INDEMNIFICATION

a. AZYokel agrees to defend, indemnify and hold harmless Client and Advertiser, their Affiliates (as defined below) and their respective directors, officers, employees and agents from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) (collectively “Losses”) incurred as a result of a Third Party (as defined below) claim, judgment or proceeding relating to or arising out of AZYokel’s breach of Section XII, AZYokel’s display or delivery of any Ad in breach of these Terms and Conditions or the terms of an IO, or that materials provided by AZYokel (and not by Client or Advertiser) for an Ad violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action, except to the extent (1) that such claim, judgment or proceeding resulted from such materials fulfilling Client's or Advertiser's unique specifications provided that AZYokel did not know or should not have reasonably known that such specifications would give rise to the Loss or (2) that such materials are provided to Client or Advertiser for review and the Client or Advertiser knew or should have reasonably known from the visual or sonic expression of the Advertisement, while AZYokel did not know or should not have reasonably known, that such material violated any law, regulations or other judicial or administrative action, violate the right of a Third Party or are defamatory or obscene. An Affiliate means, with respect to either party, any corporation, firm, partnership, person or other entity, whether de jure or de facto, which directly or indirectly owns, is owned by or is under common ownership with such party to the extent of at least 50% of the equity having the power to vote on or direct the affairs of the entity, and any person, firm, partnership, corporation or other entity actually controlled by, controlling or under common control with such party. A "Third Party" means an entity other than the parties to this Agreement, their respective Affiliates, and each of their respective directors, officers, employees and agents.

b. Advertiser agrees to defend, indemnify and hold harmless AZYokel its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of a Third Party claim, judgment or proceeding relating to or arising out of Advertiser’s breach of Section XII, violation of Policies (to the extent the applicable terms of such Policies have been provided to Client at least ten days prior to the violation giving rise to the claim), or the content or subject matter of any Ad or Advertising Materials to the extent used by AZYokel in accordance with these
Terms and Conditions or an IO, including but not limited allegations that such content or subject matter violate the right of a Third Party, are defamatory or obscene, or violate any law, regulations or other judicial or administrative action.

c. Client represents and warrants that it has the authority as agent to Advertiser to bind Advertiser to these Terms and Conditions and each IO.
When, in the event Advertiser engages AZYokel with Client responsibilities, including, but not limited to, updating or inputting data, setting up accounts, or other routine Ad maintenance, Advertiser accepts all responsibilities for posted content and subject matter. AZYokel will not be held responsible for Advertisers content, regardless of the relationship established between Advertiser and AZYokel. Client agrees to defend, indemnify and hold harmless AZYokel its Affiliates and their respective directors, officers, employees and agents from any and all Losses incurred as a result of Client’s alleged breach of the foregoing sentence.

d. If any action will be brought against either party (the “Indemnified Party”) in respect to any allegation for which indemnity may be sought from the other party (“Indemnifying Party”), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware and will: (i) provide reasonable cooperation to the
Indemnifying Party at the Indemnifying Party's expense in connection with the defense or settlement of any such claim; and (ii) be entitled to participate at its own expense in the defense of any such claim. The Indemnified Party agrees that the Indemnifying Party will have sole and exclusive control over the defense and settlement of any such third party claim. However, the Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party's rights or interests without the prior written consent of the Indemnified Party.

e. Notwithstanding the foregoing, in the event that any Indemnifying Party is required to defend, indemnify or hold harmless an Indemnified Party from a claim, judgment or proceeding of a Related Party (as defined below) of such Indemnified Party pursuant to this Section X, Losses incurred in connection with such claim, judgment or proceeding will be limited to those that are reasonably foreseeable. A "Related Party" is a party in a contractual relationship with the Indemnified Party where such specific contractual relationship relates to the Loss being asserted by that Related Party.

XI. LIMITATION OF LIABILITY

Excluding the parties obligations under Section X or damages that result from a breach of Section XII or intentional misconduct by the parties, in no event will either party be liable for any consequential, indirect, incidental, punitive, special or exemplary damages whatsoever, including without limitation, damages for loss of profits, business interruption, loss of information and the like, incurred by the other party arising out of this Agreement, even if such party has been advised of the possibility of such damages.

XII. NON-DISCLOSURE, DATA OWNERSHIP, PRIVACY AND LAWS

a. Any marked confidential information and proprietary data provided by one party, including the Ad description, and the pricing of the Ad, set forth in the IO, shall be deemed “Confidential Information” of the disclosing party. Confidential
Information shall also include information provided by one party, which under the circumstances surrounding the disclosure would be reasonably deemed confidential or proprietary. Confidential Information shall not be released by the receiving party to anyone except an employee, or agent who has a need to know same, and who is bound by confidentiality obligations. Neither party will use any portion of Confidential Information provided by the other party hereunder for any purpose other than those provided for under this Agreement.

b. For purposes of this Section, Client and Advertiser shall be considered one party. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” shall not include information which: (i) was previously known to a party; (ii) was or becomes generally available to the public through no fault of the receiving party (“Recipient”); (iii) was rightfully in Recipient’s possession free of any obligation of confidence at, or subsequent to, the time it was communicated to Recipient by the disclosing party (“Discloser”); (iv) was developed by employees or agents of
Recipient independently of and without reference to any information communicated to Recipient by Discloser; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidence. Notwithstanding the foregoing, either party may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange or as necessary to establish the rights of either party under this Agreement; provided, however, that both parties will stipulate to any orders necessary to protect said information from public disclosure.

c. All personally identifiable information provided by individual web users who are informed that such information is being gathered solely on behalf of Advertiser pursuant to the Advertiser’s posted privacy policy is the property of Advertiser, is subject to the Advertiser's posted privacy policy, and is considered Confidential Information. Any other use of such information must be set forth in the IO signed by both parties.

d. AZYokel, Client, and Advertiser shall post on their respective Web sites their privacy policies and adhere to their privacy policies, which abide by the applicable laws. Failure by AZYokel, on one hand, or Client or Advertiser, on the other, to continue to post a privacy policy or nonadherence to its own privacy policy is grounds for immediate cancellation of the IO by the other parties.

e. Client, Advertiser and AZYokel will comply with at all times, all applicable federal, state and local law, ordinances, regulations and codes which are relevant to their performance of their respective obligations under this Agreement.

XIII. THIRD PARTY AD SERVERS
 (Applicable if 3rd Party Server Is Used)

a. AZYokel will track delivery through its ad server and Client will also track delivery through its proprietary or subcontracted 3rd Party Ad Server whose identity is set forth
in the IO. Client may not substitute the 3rd Party Ad Server specified in the IO without AZYokel's consent.
Client and AZYokel agree to give reciprocal access to relevant and non-proprietary statistics from both ad servers, or if such is not available, provide weekly placement-level activity reports to each other. In the event that the AZYokel’s ad server measurements are higher than those produced by the Client’s 3rd Party Ad Server by more than 10% over the invoice period, Client will facilitate a reconciliation effort between AZYokel and 3rd Party Ad Server. If the discrepancy cannot be resolved and Client has made a good faith effort to facilitate the reconciliation effort, the Client reserves the right to either:
1. Consider the discrepancy an under-delivery of the Deliverables as described in Section VI(b) whereupon the parties shall act in accordance with that Section, including the requirement that Client and AZYokel make an effort to agree upon the conditions of a makegood flight, except that for purposes of this Section XIII(a)(1), delivery of any makegood shall be measured by the 3rd Party Ad Server, or 2. Pay AZYokel based on Client 3rd party Ad Server reported data, plus a 10% upward adjustment to delivery.

b. AZYokel will make reasonable efforts to publish, and Client shall make reasonable efforts to cause the 3rd Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies with regards to compliance with the IAB/AAAA Ad Measurement Guidelines.

c. Section XIII(a) shall be terminated upon the establishment of an IAB/AAAA certification process for compliance with the IAB/AAAA Ad Measurement Guidelines. Upon such termination the parties shall negotiate in good faith a replacement or successor language for that Section.

d. Where an Client is utilizing a 3rd Party Ad Server and that 3rd Party Ad Server cannot serve the Ad, the Client shall have a one-time right to temporarily suspend delivery under the IO for a period of up to 72-hours. Upon written notification by Client of a non-functioning 3rd Party Ad Server, the Media Company has 24 hours to suspend delivery. Following that period, Client will not be held liable for payment for any Ad that runs within the immediate 72-hour period thereafter until the AZYokel is notified that the 3rd Party Ad Server is able to serve Ads. After the 72-hour period passes and Client has not provided written notification that Media Company can resume delivery under the IO, Advertiser will pay for the Ads that would have run or are run after the 72 hour period but for the suspension and can elect AZYokel to serve Ads until 3rd Party Ad Server is able to serve Ads. If Client does not so elect for AZYokel to serve the Ads until 3rd Party Ad Server is able to serve Ads, AZYokel may utilize the inventory that would have been otherwise used for AZYokel's own advertisements or advertisements provided by a third party
Upon notification that the 3rd Party Ad Server is functioning, AZYokel will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond this period, without reasonable explanation, will result in AZYokel owing a makegood to Client.

XIV. MISCELLANEOUS

a. AZYokel represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the inventory represented in the IO subject to the terms and conditions of this agreement, including any applicable Policies. Advertiser represents and warrants that Advertiser has all necessary licenses and clearances to use the content contained in their Ads and Advertising Materials.

b. Neither Client nor Advertiser may resell, assign or transfer any of its rights or obligations hereunder, and any attempt to resell, assign or transfer such rights or obligations without AZYokel’s prior written approval will be null and void.
All terms and provisions of these Terms and Conditions and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors and assigns.

c. These Terms and Conditions and the related IO constitute the entire agreement of the parties with respect to the subject matter and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same document.

d. In the event of any inconsistency between the terms of an IO and these Terms and Conditions, the terms of the IO shall prevail. All IOs shall be governed by the laws of the State of Arizona. AZYokel and Client (on behalf of itself and not Advertiser) agree that any claims, legal proceeding or litigation arising in connection with the IO (including these Terms and Conditions) will be brought solely in Arizona, and the parties consent to the jurisdiction of such courts. No modification of these Terms and Conditions or any IO shall be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.

e. Any notice required to be delivered hereunder shall be delivered three days after deposit in U.S. mail, return receipt requested, one business day if sent by overnight courier service, and immediately if sent electronically or by fax. All notices to AZYokel and Client shall be sent to the contact as noted in the IO with a copy to the Legal Department. All notices to Advertiser shall be sent to the address specified on the IO.

f . Sections III, VI, X, XI, XII, and XIV shall survive termination or expiration of this Agreement and Section IV shall survive for 30 days after the termination or expiration of this Agreement. In addition, each party shall return or destroy the other party’s Confidential Information and remove Advertising Materials and Ad tags if applicable.