Terms and Conditions

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These Terms and Conditions ("T&C") are entered into by and between the individual, company or other business entity (as applicable) that signs these T&C or any document that references these T&C, or that accepts these T&C electronically ("you"), and POAP Inc. d/b/a Exchange Place ("Exchange Place" or "EP" or "we"). These T&C govern your participation as a Lead Purchaser (as defined below) in EP's Lead Generation and Bidding System that is further described below. These T&C (which shall include any documents incorporated herein and any amendments or riders hereto), any insertion orders to which these T&C apply and your Application (as defined below) may be referred to herein collectively as the "Agreement". EP and you may sometimes be referred to in these T&C as a "Party" and collectively as the "Parties". For good and valuable consideration, receipt of which is hereby acknowledged, the Parties hereby agree as follows:

1. Description of the "Service"; Definitions. EP will deliver leads to you and other participating individuals and businesses (collectively, "Lead Purchasers") who may acquire such leads in accordance with the terms hereof. Consumers ("Consumers") share "Personal Information" (which may include their interest in purchasing certain goods and services, and contact, financial and other types of information) and consent to be contacted by telephone and/or email by responding to questions through direct response channels. If the Personal Information meets various criteria (including Lead Purchaser(s)' selected lead qualification criteria), such Personal Information will be deemed a "Qualified Lead". Lead Purchasers select from a list of criteria provided by EP to receive a Qualified Lead. These criteria may include broad or refined "Lead Types" (sub-sets of Lead vertical categories). Each Lead Type with associated criteria is referred to as a "Qualified Lead Listing". Qualified Leads are matched with Qualified Lead Listings through the EP "Qualification System" to identify eligible Lead Purchasers with respect to particular Qualified Leads. Lead Purchasers enter bids for Qualified Lead Listings to compete for Qualified Leads sold through EP (the "Bid System"). When a Qualified Lead is submitted to the Bid System, it shall be awarded to the eligible Lead Purchaser(s) who have entered the highest bids for such Qualified Lead ("Top Bidders"). The maximum number of Top Bidders for any Qualified Lead (and any other issue regarding the highest bids) shall be determined by EP in its sole discretion; provided, that such number shall be at least two (2) whenever possible. For a more detailed description of the operation of the Service and our Bid System (including selecting Qualified Lead Listings, bidding for Qualified Leads, adjusting or cancelling bids, timing issues and related rules and policies), please see our "Overview of the Service" located at www.exchangeplace.com/overviewofservice, which is hereby incorporated into these T&C by reference.
   
   A. Additional Specifications. Any rules, procedures, policies or other specifications regarding the Qualification System, Bid System or any other aspect of the Service (collectively, the "Specifications") not expressly set forth in the Agreement shall be determined by EP in its sole discretion, and EP may post such Specifications on the Lead Purchasers' area of the EP web site(s) and/or online interface(s) through which Lead Purchasers, Consumers and other users access the Service (collectively, the "Web Site") or otherwise communicate such Specifications to Lead Purchasers. EP shall have the right to implement new Specifications, or add to, remove or otherwise modify any then-existing Specifications, from time to time, subject to Section 16. You must comply with all Specifications, which shall be deemed incorporated into these T&C by reference. The Service includes all services and features provided by EP to Lead Purchasers and Consumers through EP representatives, the Web Site or any other web site, and any and all software and other technology used to operate the Web Site and any other part of the Service.
2. Enrollment and Approval. To participate in the Service, EP may require you to complete and submit an account application form, a certification form and/or any other information that EP deems necessary (collectively, your "Application"). Your submission of your Application to EP does not obligate EP to do business with you. Potential Lead Purchasers and Lead Purchasers' Qualified Lead Listings are subject to EP's approval, and EP may deny any party the right to participate in the Service for any reason, in EP's sole discretion. Any EP approval shall not release you from any obligations or liability hereunder and may be revoked by EP at any time.
3. EP's Limited Role. You agree that:
   
   A. EP is not a lender, mortgage or real estate broker, financial institution or provider of any products and services other than the Service. EP does not endorse or recommend products or services of any Lead Purchaser or any Consumer's need for any product or service. EP's services are administrative only. By providing the Service, EP is not soliciting or providing assistance to Consumers for any particular product or service, or engaging as an agent, or (except as may otherwise specifically be agreed) advertising, on behalf of any Lead Purchaser.
   
   B. Beyond providing you with Qualified Leads (if you are a Top Bidder therefor) as described above so you may directly contact the Consumers identified by such Qualified Leads, EP has no control or oversight over, and will not participate or be involved in or assist with, your communications, negotiations, transactions, agreements or other dealings (collectively, "Dealings") with any Consumers. Dealings with any Consumer are solely between you and such Consumer. It is your sole responsibility to establish, communicate, discuss, negotiate and/or modify (as you deem advisable) the terms and conditions of any offer or transaction you propose to a Consumer, and to ensure that your Dealings with any Consumer do not violate any applicable Laws (as defined below), including those regarding the age, jurisdiction or other characteristics of such Consumer.
   
   C. Neither EP nor any EP Parties (as defined below) will be responsible or liable for any damages, costs, expenses or other loss or liability of any sort arising out of or in any way connected with (i) your Dealings with any Consumer (including your reliance on any information or communications provided by such Consumer, any Consumer complaints or other actions related to your products or services, and any determination by any court, regulatory agency or other government or non-government organization that any transaction between you and such Consumer is illegal or otherwise invalid), or (ii) any other act or omission of any Consumer. Your Dealings with Consumers and their use of any of your products or services is at your sole risk.
4. Compensation and Payment. Unless the Parties otherwise agree, prior to using the Service, you must designate a credit card, checking or other account from which all amounts owed by you to EP hereunder shall be paid (your "Account"). Following the end of each designated billing period, EP shall debit or otherwise charge your Account for all awarded bids, plus any interest and other amounts you owe EP. By using the Service, you authorize EP to so debit or otherwise charge your Account for all such amounts. Any invoice (if any) that EP may send you shall be due within thirty (30) days from the date on such invoice. You shall pay all applicable federal, state and local sales, use, value added, excise and other taxes and duties of any nature assessed with respect to your use of the Service, including any sales tax that EP must collect on any amounts payable by you. If you fail to pay any amounts due to EP by the date due (whether because there are insufficient funds in your Account or otherwise), you will be liable to EP for interest at the lesser of eighteen percent (18%) per annum or the then-highest legal rate on all amounts owed, from the date of indebtedness until paid. In the event that EP incurs any penalties or other fees resulting from insufficient funds in your Account, you shall immediately reimburse EP the full amount of such penalties and fees. EP also has the right to charge you for all costs of collection, including collection agency and attorneys' fees and court costs. You hereby authorize EP to verify your credit card or other Account information, confirm that your Account balance is adequate, perform credit checks and otherwise investigate your credit record as EP deems necessary or advisable. You shall provide such further financial information and documentation as EP requests at any time as a condition for your participation in the Service. Subject to Section 4.A, you must submit any claims or disputes with respect to any Account charge in writing to EP within sixty (60) days of such charge, or such claim or dispute will be waived and such charge will be final and not subject to challenge.
   
   A. Refund Requirements. Except as expressly provided herein, if you are a Top Bidder for any Qualified Lead, your bid amount for such Qualified Lead is binding and non-refundable, and you hereby agree to pay such bid amount to EP. However, if you suspect that a Qualified Lead does not contain Personal Information for a Consumer necessary to contact the Consumer, you may notify EP thereof within ten (10) days of your receipt (or the receipt by a third party acting on your behalf, if earlier) of such Qualified Lead. If EP receives such notice from you within such ten-day period, we shall investigate such Qualified Lead and notify you of the results thereof within ten (10) business days. If we determine that such Qualified Lead was valid, we shall send you a written explanation. If the investigation reveals that the Qualified Lead was not valid, we shall credit your Account for the amount that you paid for it. Valid Qualified Leads include Consumers: who have agreed to transact business with a competing Top Bidder by the time you establish contact with such Consumer; with whom you establish contact who become uninterested for any reason; with valid contact information who refuse to respond back to you; and with whom you establish contact who provide false or misleading data. We shall not credit your account for failures to receive Qualified Leads due to email restrictions such as SPAM filters and technological errors initiated by changes to your Information Technology environment. If you cease to receive awarded Qualified Leads, you must contact us within forty-eight (48) hours to be eligible for a credit for the awarded Qualified Leads should we determine that the cause of the problem is due to technological errors in our Information Technology environment.
   
   B. Ad Sales Partner. If we permit a third party (an "Ad Sales Partner") to use the Service and bid for Qualified Leads on your behalf, and/or to make payments to us on your behalf for Qualified Leads (subject to all Specifications and other terms that may apply to such Ad Sales Partner), the terms of this Section 4 shall apply to such Ad Sales Partner and not to you; provided, if such Ad Sales Partner fails to timely pay any amounts owing to us hereunder on your behalf (including any interest or fees), we have the right to invoice you directly for such amounts, and the terms of this Section 4 shall apply to your payment of such invoiced amounts. Any payment by you to any Ad Sales Partner shall not relieve you from your payment obligations to us.
5. Your Use of Qualified Leads
   
   A. Limited Use. With respect to any Qualified Lead provided to you, except as expressly provided herein, you may use that Qualified Lead and all Personal Information contained therein solely to: (i) contact the applicable Consumer to offer to provide the specific products or services for which such Consumer submitted a request to EP ("Requested Services"); and (ii) obtain additional information from such Consumer, or about such Consumer from a third party (such as a credit reporting agency), if you need such information to determine whether or not to make an offer to such Consumer for such Requested Services or to determine the terms and conditions of any such offer. You may make only one offer to such Consumer for such Requested Services, but if expressly requested by such Consumer, you may revise your original offer and re-contact such Consumer to make such revised offer. For clarity, you shall never use any Qualified Lead or any Personal Information contained therein (i) to offer products or services other than the Requested Services, (ii) to market any products or services or otherwise engage in any marketing activities, whether by telephone, e-mail, direct mail or otherwise (including marketing the Requested Services after you have made your offer to the applicable Consumer), or (iii) for any other purpose not expressly permitted hereunder. You shall not share any Qualified Lead or any Personal Information contained therein with any third party, other than a service provider that may perform the activities permitted by this Section 5.A on your behalf (provided that you shall require such service provider to agree not to use such information for any other purpose). You acknowledge that your use of any Qualified Lead beyond the uses permitted hereunder may constitute a violation of telemarketing or other Laws. Notwithstanding the foregoing, if a Consumer accepts your offer for Requested Services or contracts with you to receive Requested Services, you may keep, use and share such Consumer's Personal Information as if you had collected such information directly from such Consumer. We may monitor your use of Qualified Leads provided to you to ensure your compliance with this Section, for example, by performing follow up surveys with Consumers and by tracking complaints.
   
   B. No Brokering. Unless EP otherwise agrees in writing in advance, you will use any Qualified Lead solely as permitted herein, and are not acquiring such Qualified Lead to, and will not, sell the Qualified Lead to any third party or otherwise act as a broker with respect thereto.
   
   C. Breach. If you breach this Section 5, EP shall have the right to seek disgorgement of any resulting revenues derived by you, in addition to any other rights or remedies available to EP.
6. Your Representations and Warranties. You represent, warrant and agree that:
   
   A. You have the full right and power to enter into this Agreement, perform all your obligations and grant all the rights granted by you hereunder, and your performance of such obligations and grant of such rights does not and will not conflict with any obligation you have to any third party.
   
   B. The information in your Application, and all other information you provide to EP is, and will remain during the term hereof, true, complete, current and correct in all respects, and you will promptly notify EP in writing of any updates or other changes to such information.
   
   C. In performing all your obligations under this Agreement, in conducting all Dealings with Consumers, and in otherwise conducting your business, you shall fully comply with all applicable federal, state, local, international and other laws, regulations and rulings, including those concerning intellectual property, unfair competition, unfair trade practices, deceptive advertising, privacy, direct marketing, e-mail marketing and telemarketing (collectively, "Laws"), and you shall not violate the proprietary, contractual or other rights of any third party.
   
   D. EP's use of your Marks as provided herein and of any other materials you provide to EP, including the messaging, image and URL you provide for your awarded Qualified Lead's Consumer confirmation page, shall not infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights of any third party.
   
   E. Your collection, sharing and other use of Qualified Leads, Personal Information and information that you collect from Consumers for whom you receive a Qualified Lead shall comply with (i) all Laws, (ii) EP's Privacy Policy (which you hereby acknowledge you have read and agree to abide by), (iii) your stated information-collection and other privacy practices, and (iv) this Agreement.
   
   F. You shall not (i) collude with any other Lead Purchaser to keep bid amounts down or for any other purpose, (ii) artificially increase bid amounts (including to increase any commissions or similar revenues from such bids to which you may be entitled), (iii) otherwise willfully manipulate bid amounts or engage in any fraudulent activity in connection with the Service, or (iv) otherwise knowingly interfere with the operation of the Web Site or the Service, or the participation therein or use thereof by any Consumer, any other Lead Purchaser or other third party.
   
   G. (i) You have all licenses, qualifications, permits, registrations and other authorizations and have satisfied any other licensing or similar requirements (collectively, "Authorizations") required for you to (A) conduct your business, (B) pay EP per the terms hereof, (C) participate in the Service and (D) offer and provide all products or services you offer through the Service (including any such requirements imposed by any state or other territory or jurisdiction as a condition to conducting your business and offering and providing such products or services therein), including posting or securing all bonds and other financial instruments or deposits required by any Laws; (ii) all Authorizations are and shall remain current, valid and in full force and effect at all times while you use the Service; and (iii) you are not the subject of any governmental inquiry or investigation, or any legal proceeding, regarding your right or authorization to offer or provide any such products or services. The foregoing includes any Authorizations required to be obtained and maintained under all Laws by your employees, contractors, agents or other personnel who will be contacting Consumers in connection with their requests, making offers to them, providing products or services to them or having any other Dealings with Consumers on your behalf.
   
   H. You will not select any Qualified Lead Listing (including Lead Types and geographic areas), or bid for any Qualified Leads that match such Qualified Lead Listing, or offer or provide products or services to Consumers identified by such Qualified Leads, if you do not have the required Authorizations, or if you know (or should have known) that it would violate any Law for you to do so. For example only, you may not select a Lead Type if you do not have the required Authorizations to offer or provide products or services for such Lead Type, and you may not select a geographic area if you do not have the required Authorizations to offer or provide products or services to Consumers in such geographical area.
7. EP's Disclaimers. THE SERVICE IS PROVIDED "AS IS". EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THIS AGREEMENT, EP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED (INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE) ABOUT THE SERVICE (OR ANY ELEMENT THEREOF), YOUR USE OF THE SERVICE AND ANY RESULTS THAT YOU MAY OBTAIN THEREFROM, OR THAT THE WEB SITE OR ANY OTHER ELEMENT OF THE SERVICE WILL OPERATE UNINTERRUPTED, SECURE OR ERROR FREE. THIS AGREEMENT IS NOT FOR A SALE OF GOODS.
   
   Without limiting the foregoing:
   
   A. EP may (but is not obligated to) seek to confirm that Personal Information provided by a Consumer is accurate and that a Consumer's request for offers from Lead Purchasers is legitimate. However, EP makes no representation, warranty or guarantee that (i) any Personal Information EP provides to you is current, complete or otherwise accurate; (ii) any Consumer has sufficient financial resources, is of sufficient age, possesses any required legal or mental capacity, or is otherwise qualified, able and/or eligible, to purchase or obtain any products or services that you may offer to such Consumer or enter into any transaction or agreement with you; or (iii) any Consumer is a legal resident of the United States (or any state therein) or any other country.
   
   B. EP makes no representation, warranty or guarantee that any Consumer will purchase any products or services from you or enter into any transaction with you. There is no minimum number of transactions with Consumers to be generated by your use of the Service. EP is not responsible for the success of your use of Qualified Leads or the Service or your Dealings with Consumers, and (except as expressly provided herein) will provide no refunds if such use or such Dealings do not produce your desired results.
8. Limitation of Liability. IN NO EVENT SHALL EP BE LIABLE TO YOU OR ANY OTHER PARTY MAKING A CLAIM OR DEMAND THROUGH OR AGAINST YOU FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF DATA, SERVICE, PROFITS OR GOODWILL, ARISING OUT OF, RESULTING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SERVICE, UNDER ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF EP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL EP BE LIABLE TO YOU, OR ANY PARTY MAKING A CLAIM OR DEMAND THROUGH OR AGAINST YOU, FOR MORE THAN THE AGGREGATE BID AMOUNTS ACTUALLY RECEIVED BY EP FROM YOU HEREUNDER WITHIN THE PRECEDING 12 MONTHS. THIS LIMITATION OF LIABILITY SHALL NOT BE EXCEEDED, NOTWITHSTANDING THE NUMBER OF SUCH CLAIMS AND DEMANDS. THIS LIMITATION OF LIABILITY SHALL BE EFFECTIVE NOTWITHSTANDING THAT YOUR AVAILABLE REMEDIES MAY FAIL OF THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT EP HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF WARRANTY AND LIABILITY CONTAINED IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN EP AND YOU.
9. Term and Termination. This Agreement commences on the date EP notifies you that you have been accepted for participation in the Service and ends when terminated by either Party for any reason, with or without cause, by giving the other Party notice of termination as per the terms hereof. Upon any termination of this Agreement, you shall be responsible for any amounts owed by you to EP, and you authorize EP to charge your Account for all such amounts or otherwise invoice you for such amounts upon such termination. EP expressly reserves the right to discontinue, suspend or terminate the Service (or any part thereof), or your ability to use any part of the Service (including your ability to make bids for certain types of Qualified Lead Listings) at any time and for any reason, without notice to you.
10. Indemnification. You shall indemnify, defend and hold EP and its parent, subsidiary and affiliated companies, and its and their officers, directors, employees and agents (collectively, the "EP Parties"), harmless from and against any and all third party claims, damages, actions (including by any government), proceedings, settlements (any settlement being subject to EP's prior written approval) and expenses (collectively, "Claims") arising out of or in connection with: (i) any breach or alleged breach of your representations, warranties or agreements herein; (ii) any Dealings between you (or any third party acting on your behalf or on whose behalf you act) and Consumers; (iii) your use of any Qualified Leads, Personal Information and/or any other use of the Service by you; or (iv) any products or services offered and/or provided by you, except to the extent that any such Claims arise from EP's breach hereof.
11. Trademarks. If you upload to the Web Site or otherwise provide to EP your name, logos, trademarks service marks or other marks (collectively, "Marks"), or any third party Marks, it shall be deemed a grant by you to EP of a non-exclusive, royalty-free, worldwide license to use such Marks (including the distinctive lettering and format of such Marks) on the Web Site to reference or list you as a participating Lead Purchaser or a Top Bidder. You also hereby grant EP a non-exclusive, royalty-free, worldwide, perpetual license to use your name without distinctive lettering or formatting for all purposes in the preceding sentence, and also to list you as a Service user in EP's internal, trade, sales and marketing materials in any and all media. Except as provided herein, neither Party shall use the other's name or other Marks without the other's prior written approval.
12. Confidential Information. All information and materials received from EP or our affiliates, directors, employees, consultants, subcontractors or agents, including any information and materials about our business, products, technology, customers and suppliers, pricing and sales information and any information and materials developed or derived therefrom ("Confidential Information") shall be confidential and proprietary to, and trade secrets of, EP. You shall hold all such Confidential Information in strict confidence, not disclose it to any party other than your employees, consultants, agents or other service providers on a need-to-know basis only, and not use it in any way for your own or any third party's benefit, without the prior written consent of EP. The terms of this Agreement shall be deemed Confidential Information. Without limiting the uses of Qualified Leads and Personal Information that you are expressly permitted to make hereunder, all Qualified Leads and Personal Information shall be deemed our Confidential Information.
13. Compliance Verification. To verify your compliance, EP shall have the right to review your performance hereunder ("Compliance Verification") if EP believes you may be engaged in any activity that does not comply with this Agreement or may not be authorized by EP. In connection therewith, you shall cooperate with EP and/or our designee (including providing all relevant data and/or documents and meetings with your personnel, as reasonably requested by EP or our designee). If we conclude that you have breached or are in breach of the Agreement or that your use of the Service is otherwise unsatisfactory, you shall promptly change such business practices to our satisfaction, or alternatively at our option, we may terminate this Agreement upon notice to you (without limitation to any other remedies available to EP).
14. Non-Exclusivity; Independent Contractor. The relationship between you and EP will be non-exclusive and either Party may enter into any business relationships with third parties, whether or not competitive with this one. In fact, you acknowledge that the nature of the Service is such that your competitors may make bids to access the same Leads which you wish to access. The Parties shall be deemed independent contractors. In providing the Service, EP is not acting as your agent or representative, and nothing contained herein shall be construed as making either Party the agent of the other, as granting to either Party the right to enter into any contract on behalf of the other, or as establishing a partnership, joint venture or similar relationship between the Parties.
15. Dispute Resolution. In the event of any dispute or controversy arising out of or relating to this Agreement or the breach hereof, the Parties shall use reasonable efforts to settle such dispute or controversy amicably in good faith negotiations, in order to reach a just and equitable solution. If, despite such efforts, the Parties fail to reach an agreement within fifteen (15) days, either Party may submit the dispute or controversy to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall take place before a sole neutral arbitrator in the New York City metropolitan area, at a place and time mutually agreed by the Parties or, failing mutual agreement, selected by the arbitrator. The arbitrator shall have experience in the nature and subject matter of the dispute. Each Party shall bear its own costs and expenses of arbitration, but the arbitrator may award attorneys' fees and costs to the prevailing Party. Judgment may be entered on any award rendered by the arbitrator in any court having jurisdiction.
16. Amendment. ANY PROVISION OF THIS AGREEMENT, AND ANY ELEMENT OF THE SERVICE, MAY BE AMENDED OR MODIFIED BY EP AT ANY TIME, IN ITS SOLE DISCRETION. AMENDMENTS OR MODIFICATIONS MAY INCLUDE CHANGES IN BIDDING TERMS AND PAYMENT PROCEDURES AND CHANGES TO THE WEB SITE. EP WILL NOTIFY YOU OF ANY MATERIAL AMENDMENTS OR MODIFICATIONS IN ACCORDANCE WITH THE NOTICE PROVISIONS OF SECTION 18 HEREOF. YOUR CONTINUED USE OF THE SERVICE AFTER NOTIFICATION OF SUCH CHANGES SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES.
17. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of New York without reference to conflict of laws principles. EP makes no representation that the Service or any part thereof is appropriate or available for use by Lead Purchasers or Consumers in jurisdictions outside the United States, or that this Agreement or the Service comply with the Laws of any other country. Lead Purchasers who use the Service and are located outside the United States do so on their own initiative and at their sole risk and are responsible for compliance with applicable local Laws (in addition to all applicable United States Laws).
18. Miscellaneous. As between you and EP, except with respect to your Marks, EP owns all right, title and interest in and to the Web Site, the Qualified Leads, all Personal Information collected by EP in connection with the Service, and all other elements of the Service. EP shall not be responsible for any failure of third-party vendors, subcontractors or other service providers regarding the Service, in the absence of EP's negligence. EP shall not be liable for non-performance, delays, interruptions or loss resulting from causes out of its reasonable control, including electronic or mechanical equipment malfunction, telephone, Internet or software problems, storms or other acts of God, fires, acts of government, terrorist acts, hackers or labor strikes. This Agreement shall be binding on and for the benefit of the Parties and their respective successors and permitted assignees. You may not assign this Agreement or any of your rights and obligations hereunder without the prior written consent of EP. This Agreement is the Parties' complete agreement regarding the subject matter hereof and supersedes all prior oral and/or written discussions and agreements between the Parties with respect thereto. A waiver of any condition or term of this Agreement, or right or remedy hereunder, shall not constitute a future waiver thereof. Any provision of this Agreement necessary to interpret or enforce the rights and obligations of the Parties hereunder, including Sections 4-10, 15, 17 and 18, shall survive expiration or termination of this Agreement. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Notices to EP from you shall be in writing, and shall be delivered in person, by facsimile, by overnight courier or by such other means that we may designate. Our address and facsimile number is Exchange Place, c/o Accoona Corp., 101 Hudson Street, Suite 3606, Jersey City, New Jersey 07302, Attn: CFO, facsimile 201-557-9377. Notices to EP shall be considered as delivered upon written confirmation of receipt or three days after mailing in the required manner. Notices to you from EP shall be made in one or more of the following ways: (a) by written notice as provided above to your address, or facsimile number as specified in your Application; (b) by e-mail to the e-mail address set forth in your Application; or (c) through a posting of the notice on the Web Site. All headings used herein are for convenience of reference only and shall not have any affect on the construction or interpretation of this Agreement. All uses of "include" or "including" herein shall be understood to mean "include [or including] without limitation". In no event shall any purchase order, insertion order, invoice or other document submitted by you concerning the subject matter hereof have any force or effect unless signed by EP.