SPONSOR BOOKER PUBLISHING AGREEMENT
This Publishing Agreement ("Publishing Agreement") is entered into by and between you ("Publisher") and Sponsor Booker ("Sponsor Booker"), on the date that Publisher accepts this Publishing Agreement (the "Effective Date") by and through Sponsor Booker’s website at www.SponsorBooker.com (the “Site”). This Publishing Agreement sets forth the terms and conditions relating to their business relationship concerning Publisher’s access to and use of the products and services provided by Sponsor Booker on the Site. If you gain access to Sponsor Booker’s Site, or apply to gain access to Sponsor Booker’s Site, with respect to products or services offered by Sponsor Booker, then additional terms and conditions apply to your access and use of the Site including, but not limited to, the Publishing Agreement and the Privacy Policy (collectively referred to herein as the “Agreement”). Capitalized terms not defined herein shall have the meanings set forth in the Agreement.
SECTION 1. Site Products and Services.
Sponsor Booker, subject to the terms of the Agreement, hereby grants Publisher access to Sponsor Booker’s proprietary Site. For purposes of the Agreement, "Site" means, collectively, all of Sponsor Booker’s products, services and deliverables stemming from Sponsor Booker’s proprietary marketplace for buying, selling, tracking and reporting of marketing Opportunities (as defined below) through various different media channels, as well as all software programs, applications, interfaces, technology, features, functionality, documentation and content, including the web-based administration services and interface, as may be modified in accordance with the Agreement from time-to-time. The Site enables Publisher to search and request the services of prospective advertisers ("Advertisers") to advertise in certain marketing campaigns whereby Publisher agrees to distribute certain Content (as defined below), provided by Advertisers through various different media methods (each an “Opportunity” and collectively, the "Opportunities"). Publishers that utilize the Site have published profiles as well as descriptions of their Opportunities such as that publisher’s subscriber or customer lists, general and descriptive information pertaining to their blog or website, and the proposed fee in connection with their Opportunities. The profiles, descriptions of Opportunities, and the Publisher Subscriber Lists are not guarantees of performance. Where Publisher and an Advertiser arrange for participation on a given Opportunity, that publisher may include Advertiser’s final advertisement content (“Content”) as a written or spoken ad placement such as a dedicated email, blog posts, podcasts, promotions on that publisher’s website, or other marketing campaign as described in the Opportunities (the "Publisher Services"). Publisher acknowledges and agrees that Sponsor Booker is not a party to the Opportunities, is not screening or proofreading the Content; and shall not be responsible or liable, in any way under any circumstances, for any claim associated with, arising out of or related to the descriptions of the Publishers, Opportunities, Content or Publisher Services.
SECTION 2. Subcontractors.
For purposes of the Agreement, any reference to Publisher shall include any and all subsidiaries, subcontractors, third party marketing agents, partners, affiliates and/or advertisers providing services to and/or on behalf of Publisher in connection with the Services contemplated hereunder (collectively, "Subcontractors"). Publisher shall remain, at all times, responsible and fully liable for any and all acts and/or omissions of its Subcontractors, and for ensuring that all such Subcontractors comply with all terms applicable to Publisher under the Agreement and shall ensure all Subcontractors sign confidentiality agreements with at least the same terms of confidentiality and non-circumvention as in this Publishing Agreement.
SECTION 3. Content.
Publisher is responsible for publishing any Content and shall be liable to Sponsor Booker for any claims associated with the Content, including but not limited to defamation and infringement, regardless of whether or not Sponsor Booker recommended changes or otherwise has seen the Content prior to publishment. Publishers and/or Sponsor Booker shall be permitted without liability, to change the Opportunity descriptions and Content specifications or requirements at any time. Publishers may, after providing notice to Advertiser, reject, exclude or terminate any portion of all Content at any time in its reasonable discretion whether or not Content was already accepted or published. Sponsor Booker may reject proposed Content that, in its sole discretion, may bring negative publicity to Sponsor Booker, Advertisers or Publishers, is inciteful or offensive, is contrary to applicable legal requirements, or is in a breach of the terms of the Agreement. Publishers are under no obligation to keep any marketing campaigns active for any period of time and may cancel marketing campaigns at any time in their sole discretion. Content shall not contain adult, obscene, pornographic, defamatory, libelous, infringing, abusive, or illegal content, that promotes hate or discrimination, facilitates the sale of firearms or illegal drugs, or that participates or encourages participation in, illegal activities. Content shall also not engage in fraud, misrepresentation, gross exaggeration, misinformation or other manipulative methods relating to or involving political campaigns.
SECTION 4. Payment; Reporting.
The fee associated with each Opportunity shall be established by Publisher and Sponsor Booker. Advertiser must provide payment simultaneously with booking each Opportunity. If payment is not made in a timely manner, Sponsor Booker may, at its option, immediately terminate this Publisher Agreement. Publisher shall cooperate with Sponsor Booker regarding obtaining payment of past due amounts from Advertisers. Advertisers shall be fully responsible for any and all sales, use, state, local and related taxes, fees, costs and penalties incurred by Sponsor Booker and/or any of its Publishers pursuant to the Opportunities.
All purchases of Opportunities are noncancelable and nonrefundable. Should Publisher fail or refuse to run an Opportunity within thirty (30) days of the scheduled marketing campaign start date through no fault of any Advertiser, Publisher shall reimburse Advertiser for the complete payment less Sponsor Booker’s fee. Advertiser shall then determine if it wishes to continue to seek the Opportunity at the new marketing start date, if any. Sponsor Booker may track the performance of any Opportunity in its sole discretion. If Sponsor Booker elects to track the performance of an Opportunity, Publisher agrees that it will not alter, delete, or remove any tracking technology provided by Sponsor Booker to Publisher for placement in the Content. Should Sponsor Booker track the performance of an Opportunity and that performance yields less than 50% of the historical performance statistics listed on the Site for the Publisher and/or Opportunity listing, then Advertiser shall be entitled to one additional and identical marketing campaign run as the Opportunity, at the sole cost of the Publisher. Sponsor Booker shall take no position for or against Advertiser or any Publisher regarding any dispute and shall owe no obligation towards Advertiser or any Publisher and shall not participate in any dispute resolution.
SECTION 5. Site Ownership.
The Site is owned exclusively by Sponsor Booker, including but not limited to all software, intellectual property rights, modifications, improvements, upgrades, deliverables, derivative works, and feedback related thereto. In order to facilitate business on its Site, Sponsor Booker grants Publisher a limited, revocable, royalty-free, non-exclusive, non-transferable license to access and use the Site during the term of this Publishing Agreement so long as Publisher is not in breach of this Publishing Agreement. Publisher acknowledges that Publisher has no ownership rights to the Site and only permission to use the Site subject to and under the terms and conditions of the Agreement. In that regard, Publisher may not, and may not permit anyone else to, tamper, alter, copy, reproduce, remove, modify, disassemble or reverse engineer the Site. Publisher shall not infringe upon the rights of Sponsor Booker to the Site. Publisher agrees to use the Site as intended for the sole use and purpose of matching Publishers with Advertisers as described in the Opportunities. Publisher shall not build, copy or reproduce the Site or a program/platform/website that competes with the Site.
SECTION 6. Publisher Representations and Warranties.
Publisher represents and warrants that, as of the Effective Date and at all times during the term of this Publishing Agreement:
it is duly organized, validly existing and in good standing under the laws of the state that it is organized under and that it has all licenses necessary to carry on its business, including the Opportunities and Content;
it has the full corporate right, power and authority to enter into this Publishing Agreement and to perform the acts required hereunder;
no consent, approval, authorization or order is required for the transactions contemplated by this Publishing Agreement from any court, governmental agency or body, or federal or state regulatory authority having jurisdiction over it;
the consummation of the transactions contemplated by this Publishing Agreement are in its ordinary course of business and will not result in the breach of any term or provision of its operating agreement, articles, or by-laws or result in the breach of any term or provision of, or conflict with or constitute a default under any other material agreement or result in the violation of any law, rule, regulation, order, judgment or decree to which it or its property is subject;
this Publishing Agreement constitutes a legal, valid and binding obligation of Publisher, enforceable against Advertiser in accordance with its terms;
it, as well as its employees, officers, directors, Subcontractors, and permitted third parties will comply with any and all applicable laws and that the Content shall be in compliance with all applicable laws, including the media methods used to advertise the Content (e.g. EU General Data Protection Regulation, CAN-SPAM Act of 2004, consumer laws, privacy laws, etc., all as amended from time to time);
it exclusively owns and/or has exclusive rights to permit the publication of the Content on Publisher’s media outlets by Sponsor Booker and the Advetisers as contemplated by the terms of this Publishing Agreement;
it does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every obligation contained in this Publishing Agreement;
it shall fulfill all commitments made in Opportunities and publish the Content timely and in a professional manner;
it shall at all times comply with the agreements, terms and conditions of Sponsor Booker’s Site;
the Content is accurate, complete and appropriate;
it will not interfere with Sponsor Booker’s business objective and will not steer or interfere with end-user’s online traffic to the Site;
any Publisher, data, or website linked to or from the Content does not contain any viruses, trojan horses, time bombs, worms, cancelbots, trap doors, back door devices and similar devices that could potentially damage, intercept, expropriate or otherwise interfere with Sponsor Booker’s Site, Opportunities, customer or subscriber information or any other information contained therein; and
Publisher is not, nor is Publisher acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control ("OFAC") or a Specially Designated National ("SDN"), as OFAC may so designate from time to time.
SECTION 7. Term; Termination; Successors and Assigns.
This Publishing Agreement shall commence on the Effective Date and continue for a period of twelve (12) months. Thereafter the Agreement shall automatically renew for a period of twelve (12) months each year until termination. Either party may terminate this Publishing Agreement at any time by providing the other party with thirty (30) days prior written notice. This Publishing Agreement shall continue in existence and effect until terminated as herein provided. This Publishing Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors, assigns, heirs, devisees, executors, administrators, affiliates, representatives, officers, agents, and employees, wherever the context requires or admits. Upon termination, Publisher shall delete or destroy all information pertaining to the Advertisers, including but not limited to all Content, and delete all Publisher’s Site credentials.
SECTION 8. Amendment.
This Publishing Agreement may be amended from time to time by Sponsor Booker and shall be effective against Publisher upon execution by Publisher.
SECTION 9. Assignment.
Neither party may assign its rights or delegate its duties hereunder without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Publishing Agreement by acquisition or merger that results in a change in control of a majority of its shareholder or equity interests (“Change In Control”) provided that the party subject to a Change in Control provides the other party prior written notice and the change in control does not involve a competitor of the party not subject to the Change in Control.
SECTION 10. Audit.
In order to ensure compliance with this Publishing Agreement, applicable law and Sponsor Booker terms and conditions, Sponsor Booker may conduct reviews of Publisher’s activities, from time to time, during normal business hours, at all locations containing relevant records, with respect to its use of the Site and non-circumvention. Publisher shall provide documentation within a reasonable time to Sponsor Booker as reasonably requested for purposes of such review. Publisher shall cooperate fully with any and all investigations by Sponsor Booker and allow Sponsor Booker with reasonable access to Publisher’s premises, records, and personnel for purposes of such investigations or audits. The Parties agrees that any failure to cooperate fully and promptly in the conduct of any audit constitutes grounds for immediate suspension and/or termination of the Agreement, and (iii) shall promptly correct any discrepancy revealed by such investigation(s) or audit(s). If the result of the Audit reveals material or habitual violations of this Publishing Agreement, the Site’s terms and conditions, then Publisher shall pay or reimburse Sponsor Booker for the entire expense of the audit in addition to Sponsor Booker’s other damages resulting from Publisher’s breach.
SECTION 11. Disclaimer of Warranties.
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, SPONSOR BOOKER MAKES NO OTHER WARRANTIES AS TO THE SERVICE OR THE DATA, EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF GOOD TITLE, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE EVEN IF SPONSOR BOOKER KNOWS OF SUCH PURPOSE. THE PRODUCTS AND SERVICES OFFERED BY SPONSOR BOOKER ON THE SITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. SPONSOR BOOKER SHALL HAVE NO LIABILITY, WHATSOEVER, TO ADVERTISER OR ANY THIRD PARTY FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE SITE. SPONSOR MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY CONTENT OR RESULTS OF THE OPPORTUNITIES.
SECTION 12. Indemnification.
Publisher and Sponsor Booker recognize that every business decision represents an assumption of risk and that neither party in furnishing confidential information, data, or the service to the other, underwrites or assumes the other’s risk in any manner. Each party agrees to indemnify, defend and hold harmless (“Indemnify”) the other party and its affiliates, and their directors, officers and employees (each, an “Indemnified Party”), from and against claims, demands, liabilities, suits, damages, expenses and costs, including reasonable attorneys’, experts’ and investigators’ fees and expenses (“Claims”) brought by third parties against the Indemnified Party and arising from the indemnifying party’s, or its affiliates’, directors’, officers’ or employees’ (“Indemnifying Party”) (i) breach of this Publishing Agreement, (ii) negligent or intentional, wrongful act or omission, (iii) infringement on third party proprietary rights, or (iv) violation of law. Publisher further agrees to indemnify, defend and hold Sponsor Booker harmless from any claims related to Publisher’s communications on the Site and Publisher’s own website(s), Publisher’s use of the Content including, but not limited to Content’s compliance with the terms of this Agreement and method of publishing and communicating to others the Content, and any act or omission of any subcontractor or sub-marketer of Publisher including costs of compliance with regulator or governmental requests for information relating to spamming and email or communication violations performed by or at the request of Publisher.
SECTION 13. Governing Law.
This Publishing Agreement shall be construed in accordance with the laws of the State of Georgia, except to the extent preempted by Federal law, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
SECTION 14. Waiver of Jury.
EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF ANY LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF THIS PUBLISHING AGREEMENT, SPONSOR BOOKER’S SITE OR ANYTHING RELATING TO THE SUBJECT MATTER OF THIS PUBLISHING AGREEMENT OR SPONSOR BOOKER’S SITE.
SECTION 15. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of this Publishing Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Publishing Agreement and shall in no way affect the validity or enforceability of the other provisions of this Publishing Agreement. If the invalidity of any part, provision, representation or warranty of this Publishing Agreement shall deprive any party of the economic benefit intended to be conferred by this Publishing Agreement, the parties shall negotiate in good faith to develop a structure the economic effect of which is nearly as possible the same as the economic effect of this Publishing Agreement without regard to such inability.
SECTION 16. No Partnership.
Nothing herein contained shall be deemed or construed to create a co-partnership, agency, franchise, employment, representative or joint venture between the parties hereto and the services of Publisher shall be rendered as an independent contractor and not as agent for Sponsor Booker.
SECTION 17. Further Assurances.
Publisher understands that Sponsor Booker facilitates the relationship of many publishers and Advertisers on the Site and that minor modifications or reporting requirements may be requested in order to improve the Site’s purpose and fulfillment of the Opportunities and that Publisher agrees to review such requests by Sponsor Booker if fulfilling such requests would require no material modifications to Publisher’s processes or systems and any and all costs to provide such reports and information shall be borne by Sponsor Booker.
SECTION 18. Force Majeure.
Neither Sponsor Booker nor Publisher shall be responsible for delays or failure to perform due to acts that are directly caused by fire, earthquake or other acts of God, strike, lockout, acts of public enemy, riot, insurrection, epidemic, pandemic, governmental order or governmental regulation, the sale or transportation of materials, supplies or labor; provided, however, that Publisher shall furnish Sponsor Booker with written notice evidencing any such delay within ten (10) days from the occurrence of any such delay.
SECTION 19. Entire Agreement.
This Publishing Agreement as well as the Agreement constitute the entire agreement and understanding of the parties with respect to the matters and transactions contemplated by this Publishing Agreement and, except to the extent otherwise set forth in writing, supersedes any prior agreement and understandings with respect to those matters and transactions.
SECTION 20. Third-Party Beneficiary.
This Publishing Agreement is solely between the parties hereto and no person not a party to this Publishing Agreement shall have any rights or privileges hereunder, except that the Advertisers shall be deemed to be intended third-party beneficiaries this Publishing Agreement.
SECTION 21. Limitation of Liability.
UNDER NO CIRCUMSTANCES SHALL SPONSOR BOOKER BE LIABLE TO PUBLISHER FOR ANY ACTIONS OF OR INACTIONS OF ANYONE ON THE SITE, INCLUDING ANY ADVERTISER. SPONSOR BOOKER SHALL NOT BE LIABLE FOR ANY CONTENT ON THE SITE MADE BY PUBLISHER OR ADVERTISER AND SPONSOR BOOKER IS UNDER NO REQUIREMENT AND SHALL NOT BE RESPONSIBLE FOR READING THE CONTENT OF ANY OPPORTUNITIES. IN NO EVENT SHALL SPONSOR BOOKER BE LIABLE TO PUBLISHER FOR: (a) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LACK OF FULFILLMENT OF THE OPPORTUNITIES, LOST BUSINESS AND LOST PROFITS, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY; OR (b) MORE THAN THE OPPORTUNITIES PAYMENTS ACTUALLY RECEIVED BY SPONSOR BOOKER FROM PUBLISHER HEREUNDER, FOR THE PRIOR THREE (3) MONTHS PRIOR TO THE ACT GIVING RISE TO THE ASSERTED CLAIMS, WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. THE PARTIES ACKNOWLEDGE THAT THE MUTUAL PROMISES CONTAINED HEREIN REFLECT THE ALLOCATION OF RISK SET FORTH IN THE AGREEMENT AND THAT EACH PARTY WOULD NOT ENTER INTO THE AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
SECTION 22. Non-Circumvention.
By entering into business transactions on Sponsor Booker’s Site, Publisher will receive sensitive information relating to Sponsor Booker’s business. Publisher agrees that Sponsor Booker has proprietary relationships with Advertisers that participate in Sponsor Booker’s Site and that if Publisher circumvented Sponsor Booker and contacted Advertiser’s directly, Sponsor Booker would be irreparably harmed. Publisher agrees not to circumvent Sponsor Booker’s relationship with its Advertisers, or otherwise request, solicit, hire, contract for or otherwise obtain, directly or indirectly, advertising, marketing or promotional services similar to the services provided by and through the Site from any Advertiser during the Term and for the one (1) year period following termination or expiration of this Publishing Agreement. Notwithstanding the foregoing, to the extent that Publisher can show that a business relationship already existed with any Advertiser regarding the specific services requested prior to the Effective Date, then Advertiser shall not be prohibited from continuing such relationship. Publisher agrees that monetary damages for its breach, or threatened breach, of this paragraph will be inadequate and that Sponsor Booker shall be entitled to injunctive relief without the requirement to post a bond, liquidated damages from Publisher in an amount equal to two times the amount of fees paid or agreed to be paid to Publisher in violation of this paragraph during the prior twelve (12) month period and the subsequent twelve (12) month period, as well as any and all other remedies available to Sponsor Booker at law or in equity.
SECTION 23. Confidentiality.
Each party that receives Confidential Information (as defined below) from the other party agrees that such Confidential Information shall be treated as confidential and proprietary to the disclosing party and shall be maintained by the receiving party in confidence and protected with the same degree of care with which such party protects its own similar confidential information, which shall be no less than reasonable care, and not be disclosed, used or duplicated, except as described in this Section 23. The receiving party may use Confidential Information only in connection with its performance under this Publishing Agreement. Except as described in this Publishing Agreement, the receiving party shall not copy Confidential Information or disclose Confidential Information other than to its affiliates and their directors, officers, employees, agents, or representatives (including attorneys, accountants and financial advisors) (collectively, the “Representatives”) who have a need to know such information in connection with its performance under this Publishing Agreement and understand and agree to the confidentiality obligations set forth herein. The receiving party shall be responsible for any breach of this Section 23 by any of its Representatives. Each party shall maintain an appropriate information security program and adequate administrative and physical safeguards to prevent the unauthorized disclosure, misuse, alteration or destruction of Confidential Information, and shall inform the other party as soon as possible of any security breach or other incident involving possible unauthorized disclosure of or access to Confidential Information.
For purposes of this Section 23, “Confidential Information” shall mean all information on the Site which is confidential and proprietary in nature, whether oral, written or recorded on film, magnetic tape, disc or other medium for recording and storing computer or word processing information, and any other information furnished by or on behalf of the disclosing party to the receiving party or its Representatives, and all notes, analyses, compilations, studies or other documents, whether prepared by the receiving party or others, which contain or are otherwise based on such information. The term “Confidential Information” shall include the Advertisers, Advertisers information, including all subscriber or customer information derived from the Site, the fees charged by Sponsor Booker and/or the other publishers, the Opportunities, Sponsor Booker’s methods of business, software, source code, tracking and reporting methods, and the contents of the Site after login. The term "Confidential Information" does not include information which (i) becomes generally available to the public other than as a result of a disclosure by the receiving party or its Representatives, (ii) becomes available to the receiving party from a source other than the disclosing party or any of its agents or representatives, provided that such source is not known by the receiving party to be bound by a confidentiality agreement or other obligation of secrecy to the disclosing party, whether expressed or implied, or (iii) was in the receiving party’s possession, without any obligation of confidentiality, prior to the disclosure to the receiving party by the disclosing party.
In addition to, and not by way of limitation on, such disclosures of Confidential Information as may be permitted under other sections of this Publishing Agreement, a party may disclose Confidential Information solely to the extent necessary to comply with the requests of government, auditors or regulators. In the event that the receiving party or any of its Representatives is required by law or court order, in the opinion of its legal counsel, to disclose any Confidential Information, it is agreed that the receiving party will provide the disclosing party with prompt notice of such request(s) so that the disclosing party may seek an appropriate protective order and/or waive the receiving party’s or such other person's compliance with the provisions hereof, but if, in the absence of a protective order or the receipt of a waiver hereunder, the receiving party or such other person is nonetheless, in the opinion of its counsel, compelled to disclose Confidential Information or else stand liable for contempt or suffer other censure or penalty, the receiving party or such other person may disclose such information as is legally required to be disclosed without penalty hereunder.
Confidential Information shall be promptly returned to the disclosing party upon request and the receiving party will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes, and other writings whatsoever, prepared by the receiving party or its Representatives based on the information contained in any Confidential Information shall be destroyed, and such destruction shall be certified in writing to the disclosing party by an authorized officer who has personally supervised such destruction.
The parties agree that the non-breaching party shall be entitled to seek relief at law or in equity, including injunctive relief, in the event of a breach of this Publishing Agreement. It is further understood and agreed that no failure or delay by the non-breaching party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege.
The restrictions set forth in this Section 23 shall survive the termination of this Publishing Agreement.
SECTION 24. Electronic Execution.
The below signatory represents and warrants that they are duly authorized and have the legal capacity to execute this Publishing Agreement on behalf of Publisher and bind Publisher to a legally binding contract. This Publishing Agreement may be executed by electronic signature, which, when so executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement. An executed copy of this Publishing Agreement or any signatures delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Publishing Agreement and shall be binding on the parties.