TERMS AND CONDITIONS FOR ADVERTISERS FOR INMAR PUBLISHER INVENTORY

Effective: October 16, 2020

This Agreement governs the placement of Ads by Advertiser on Publisher Inventory provided Inmar (as such terms are defined herein).

  1. Definitions.
    1. “Ad Impression” means each occurrence of an Ad being displayed on Publisher Inventory to a Visitor.
    2. “Ad” means a text-based, graphical, interactive, rich media, social, video or other online advertisement to be provided by Advertiser to Inmar, or ordered by Advertiser for Inmar to create.
    3. “Ad Creative” means creative content, including but not limited to banners, video, text, links, keywords and HTML, for marketing Advertiser’s service or product pursuant to the Insertion Order.
    4. “Ad Campaign” is the plan, selection, traffic, upload, optimization and reporting of online Ad campaigns using Ad Creatives, as ordered in the Insertion Order.
    5. “Advertiser” means the person or entity identified as “Advertiser” or “Agency” in the associated Insertion Order.
    6. “Advertiser Party” has the meaning given in Section 10.
    7. “Agreement” means these Terms and Conditions for Advertisers, together with the associated Insertion Order.
    8. “Claim” has the meaning given in Section 10.
    9. “Confidential Information” has the meaning given in Section 11.
    10. “Deliverable” means a type of Ad billable metrid (e.g., Ad Impressions, clicks or other desired actions) amount to be delivered for an Ad Campaign.
    11. “Disclosing Party” has the meaning given in Section 11.
    12. “Effective Date” means the date of signature of the Insertion Order.
    13. “Inmar” means the legal entity identified in the Insertion Order as such.
    14. “Fees” means those fees indicated in the associated Insertion Order.
    15. “Inmar Party” has the meaning given in Section 10.
    16. “Insertion Order” means an order for Inmar to serve Advertiser’s Ads on Publisher Inventory.  An Insertion Order can list one or more Ad Campaigns.
    17. “Intellectual Property Rights” means all works of authorship, registered copyrights, common law copyrights, registered trademarks, common law trademarks, trade dress, labels, designs, logos, patents, patent applications, know-how, trade secrets, database rights, design rights and all other intellectual property rights and associated goodwill (whether or not any of these is registered and including applications for registration of any such thing) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the word.
    18. “Loss” has the meaning given in Section 10.
    19. “Party” in the context of this Agreement means either Inmar or Advertiser; “Parties” means both Inmar and Advertiser cumulatively.
    20. “Receiving Party” has the meaning given in Section 11.
    21. “Sponsored Ad” is an Ad that refers to Advertiser’s sponsorship of Sponsored Content.
    22. “Sponsored Content” is original content created by Publisher or Inmar for Visitors to the Publisher Inventory, such as search results, articles, lists, infographics, photo galleries, videos, recipes, etc.
    23. “System” means Inmar’s proprietary system and related tools that enable Advertiser to purchase Publisher Inventory and distribute Ads and to manage and administer the foregoing.
    24. “Term” has the meaning given in Section 6.
    25. “Visitors” means users of the Publisher Inventory.

 

  1. Insertion Orders.  An Insertion Order will be binding if signed by Inmar and Advertiser.  Each Insertion Order will specify for each Ad Campaign: (a) the Deliverables; (b) the price(s) for such Deliverables; (c) the maximum amount of money to be spent pursuant to the Insertion Order (if applicable); and (d) the start and end dates.  Other items that may be included are, but not limited to: the identity of any third-party Ad server; reporting requirements such as Ad Impressions or other performance criteria; and any special Ad delivery scheduling and/or Ad placement requirements.

 

  1. Ad Placement.
    1. Compliance with IO.  Inmar will comply with the IO, including all Ad placement restrictions, and will create a reasonably balanced delivery schedule.  Inmar will provide, within the scope of the IO, an Ad to the Publisher Inventory specified on the IO when such Publisher Inventory is visited by a Visitor.  
    2. Technical Specifications.  Inmar will submit or otherwise make electronically accessible to Advertiser final technical specifications.  
    3. Non-Guaranteed Ads.  Ads are displayed on Publisher Inventory on a space-available basis and are not guaranteed to appear.  Advertiser will pay only for Ads that are delivered up to the budget set forth on the IO.  Desired KPIs may appear on an IO but Advertiser agrees that any listed KPIs are targets only and do not affect payment obligation.  Inmar measurements will be used for billing purposes.  Inmar will bill Advertiser based on the actual number of Ad Impressions or clicks delivered, as applicable, without exceeding the budget specified.  Inmar can bill the full amount of the IO if the Deliverables are within 95%+ of the budget specified in the IO.
    4. Sponsored Ads.  Advertiser will be identified as the sponsor of each piece of Sponsored Content, with “Sponsored by [Advertiser]” or “Presented by [Advertiser]” or similar attribution appearing on the Publisher Inventory whenever a piece of Sponsored Content is displayed.  Upon expiration of the term of the IO, Inmar may, but will not be obligated to, remove Advertier’s names or marks from Sponsored Content on Publisher Inventory.
    5. Advertiser Marks.  Any content, data, logos, trademarks, service marks or other materials provided by Advertiser (collectively, “Advertiser Marks”) that are incorporated into Ad Creative or otherwise used on Publisher Inventory in connection with Sponsored Ads are owned by Advertiser.  Advertiser hereby grants to Inmar and/or Publisher (as applicable) a limited, non-exclusive, non-transferable, royalty-free license to use the Advertiser Marks as described herein, provided that the Advertiser Marks complies with all written guidelines provided by Advertiser.
    6. Sponsored Content.  Except for any Advertiser Marks, as between Advertiser and Inmar, Inmar (and our licensors, as applicable) own all right, title and interest in and to Sponsored Content (including the right to create derivative works therefrom).  To the extent applicable, Inmar hereby grants Advertiser a royalty-free, non-transferable license during the term of the IO to publicly display and promote the Sponsored Content on Advertiser’s owned and operated websites and/or Advertiser-branded social media accounts in the same form and format as provided to Advertiser by Inmar.  Advertiser agrees to provide attribution back to Inmar and/or the PUblisher any time the Sponsored Content is used and include an active link back to the Sponsored Content.

 

  1. Ad Content.
    1. Ad Creative.  Advertiser shall provide Ad Creative in accordance to Inmar’s then-existing specifications.  Advertiser is solely responsible for all of the Ad Creative including any part created by Inmar pursuant to Advertiser’s instructions.  Advertiser shall confirm functionality of Ad Creative twenty-four (24) hours prior to the Ad Campaign start date.  Inmar is not responsible for reconfirming such confirmation and is not responsible or liable for errors in Ad Creative.
    2. Ad Specifications.  Advertiser acknowledges and agrees that the Ads will meet the specifications specified by Inmar in advance of the Ad Campaign launch.
    3. Late Ad Creative.  If Ad Creative is not received by the IO start date, Inmar will begin to charge the Advertiser on the IO start date on a pro rata basis based on the full IO, excluding portions consisting of performance-based, non-guaranteed inventory, for each full day the Ad Creative is not received.  If the Ad Creative is late, Inmar is not required to guarantee full delivery of the IO.  
    4. License.  Advertiser grants Inmar and its third-party publishers a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Ad Creative in connection with its obligations hereunder.
    5. Compliance.  Inmar reserves the right within its discretion to reject or remove any Ad Creative, including any software associated with the Ad Creative (e.g., pixels, tags, JavaScript) or the website to which is linked to, if it does not comply with Inmar policies, or that in Inmar’s sole reasonable judgment does not comply with any applicable law, regulation, self-regulatory privacy program, or other judicial or administrative order.  In addition, Inmar reserves the right within its discretion to reject or remove from the Ad Creative which are, or may tend to bring, disparagement, ridicule, or scorn upon Inmar or any of its affiliates, provided that if Inmar has reviewed and approved such Ad Creative prior to their use, Inmar will  not immediately remove such Ad Creative before making commercially reasonable efforts to acquire mutually acceptable alternative Ad Creative from Advertiser.

 

  1. Fees; Calculations.
    1. Fees.  On a monthly basis, Inmar will invoice Advertiser and Advertiser shall pay Inmar the Fees set forth in the associated Insertion Order and as described herein.  Advertiser shall pay all Fees within thirty (30) days of the date of the invoice.  On receipt of invoice, Advertiser will have fourteen days to query or dispute such invoice after which the invoice will be deemed to be accepted by Advertiser and no further query or dispute may be raised by Advertiser.
    2. Cancellation Fees.  Inmar reserves the right to charge any and all costs incurred by Inmar in connection with a custom Ad Creative, analysis or study where Advertiser terminates the Insertion Order, even when such costs were not separately listed on the Insertion Order.
    3. Payment Method.  Advertiser shall pay all Fees in the currency specified in the applicable Insertion Order by check or by wire to an account specified in writing by Inmar.  Advertiser shall also be responsible for and shall pay any and all applicable sales tax, consumption tax, or VAT pertaining to the Fees.  Late payments will be subject to late fees at the rate of one and half percent (1.5%) per month, or, if lower, the maximum rate allowed by applicable law.  Advertiser agrees to pay any attorney fees and collection costs incurred by Inmar in collecting any past due amounts from Advertiser.
    4. Calculations.  Inmar will be solely responsible for determining the Fees and the sole arbiter in determining the number of Ad Impressions, clicks, actions, or other applicable metric, delivered, shown, produced, clicked on, or viewed unless otherwise indicated in the Insertion Order.  Invoicing will not be deemed final until invoices are received by Advertiser.  Numbers provided prior to final invoicing via online portal or otherwise are tentative and subject to adjustment.

 

  1. Term; Termination.
    1. Term.  Unless terminated earlier or extended in accordance with this Section 5, this Agreement begins on the Effective Date and continues for the term set out in the Insertion Order (“Term”).
    2. Suspension by Inmar.  Inmar may suspend this Agreement without prior notice (a) if Advertiser fails to pay Fees invoiced by Inmar within forty-five (45) days following the payment due date; or (b) upon Inmar’s reasonable believe that Advertiser has breached any of its representations, warranties or covenants in Section 6.
    3. Termination by Inmar.  Inmar may terminate this Agreement (a) in the event of Advertiser’s material breach of this Agreement or Advertiser’s insolvency upon forty-eight (48) hours’ notice to Advertiser if such breach or insolvency remains uncured after the expiration of such forty-eight (48) hours’ notice period; (b) for convenience, on thirty (30) days prior written notice to Advertiser; or (c) immediately upon Inmar’s notice to Advertiser of Inmar’s reasonable determination that Advertiser is likely cause injury to Inmar or otherwise reflect unfavorably on the reputation of Inmar.  If this Agreement is terminated by Inmar due to Advertiser’s breach, Advertiser is required to pay Inmar all Fees due under this Agreement within ten (10) days of the effective date of such termination.
    4. Termination by Advertiser.  Advertiser may terminate this Agreement in the event of Inmar’s material breach of this Agreement or Inmar’s insolvency, upon twenty-four (24) hours’ notice to Inmar if such breach or insolvency remains uncured after the expiration of such thirty (30) days.
    5. Survival.  Sections 5 (Fees; Calculations), 6 (Term; Termination), 7 (Representations, Warranties, and Covenants), 8 (Disclaimer), 9 (Limitation of Liability), 10 (Indemnification), 11 (Confidentiality), and 12 (Miscellaneous) will survive termination or expiration of this Agreement. 
    6. Cancellation of Insertion Orders.  Advertiser agrees that it has no right to cancel an Ad Campaign unless Inmar breaches as described in this Termination Section.

 

  1. Representations and Warranties.
    1. Mutual Representations and Warranties. Each Party hereto represents and warrants to the other Party that: (a) such Party has the full right, power and authority to enter into this Agreement on behalf of itself and to undertake to perform the acts required of it hereunder; (b) the execution of this Agreement by such Party, and the performance by such Party of its binding obligations and duties to the extent set forth hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; and (c) when executed and delivered by such Party, this Agreement will constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its representations, warranties, terms and conditions.
    2. Advertiser’s Representations and Warranties. Advertiser further represents and warrants that (a) Advertiser has and will have any and all necessary rights to allow Inmar to deliver the Ads on Publisher Inventory; (b) no Ads placed by Advertiser will (i) infringe or misappropriate any third party’s Intellectual Property Rights; or (ii) breach any duty toward, or rights of, any third party, including rights of publicity or privacy; or (iii) be false, deceptive, misleading, unethical, defamatory, libelous, or threatening unlawful, harmful, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, hateful, or racially, ethnically or otherwise objectionable; (c) Advertiser has substantiation for all claims made and shall fulfill all commitments set out in the Ad Creative; (d) Advertiser shall use collected Visitors data only for legal purposes; (e) if Advertiser collects Visitor medical condition data, Advertiser does so only with express consumer consent; (f) Advertiser is not targeting any Ad Campaign to children age sixteen or under; (g) Advertiser will not load computer programs onto a consumer computer without express consent and agrees that adware and spyware are prohibited; (h) Advertiser will comply with the DAA self-regulatory principles for online behavioral advertising; and (i) Advertiser’s actions under this Agreement will comply with all applicable laws (including that Advertiser’s collection, use and storage of data shall comply with all applicable privacy laws).  If Advertiser is an agency, it represents and warrants that it has the authority to bind its own client to the Insertion Order, and Advertiser and such client remain jointly and severally liable for all obligations under the Insertion Order.

 

  1. Disclaimer.  EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY THE PARTIES IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO PARTY HERETO MAKES ANY REPRESENTATIONS OR WARRANTIES. THE SYSTEM IS MADE AVAILABLE TO ADVERTISER “AS IS.” EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, TITLE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ADVERTISER FROM AMOBEE OR THROUGH OR FROM THIS AGREEMENT SHALL CREATE ANY WARRANTY OR OTHER OBLIGATION NOT EXPRESSLY STATED IN THIS AGREEMENT.

 

  1. Limitations of Liability.
    1. No Consequential Damages. SUBJECT TO SECTION 8(c), TO THE MAXIMUM EXTENT A LIMITATION OF DAMAGES OR LIABILITY IS PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING FOR THE INDIRECT LOSS OF PROFIT OR REVENUE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    2. Liability Cap. SUBJECT TO SECTION 8(c), IN NO EVENT SHALL INMAR’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (WHEN AGGREGATED WITH INMAR’S LIABILITY FOR ALL OTHER CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT) EXCEED THE TOTAL AMOUNT PAID BY ADVERTISER TO INMAR UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE LIABILITY FIRST AROSE. ADVERTISER AGREES THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION OR BE FOREVER BARRED.
    3. Exceptions from Exclusions and Limitations. Nothing in this Agreement excludes or limits either Party’s liability for: (a) with regard to Advertiser, amounts owed under Section 5; (b) breaches of a Party’s indemnification obligations under Section 10 or any amounts paid or payable to third parties in connection with such obligations; or (c) in case of physical injury or health damages.
    4. Allocation of Risk. The Parties agree that (a) the mutual agreements made in this Section 8 reflect a reasonable allocation of risk; and (b) that each Party would not enter into this Agreement without these exclusions and limitations on liability and the exceptions set forth above.

 

  1. Indemnification.
    1. By Advertiser. Advertiser shall indemnify, defend and hold harmless Inmar and its directors, officers, employees and agents and its and their respective successors, heirs and assigns (collectively, the “Inmar Parties”) against any liability, damage, loss or expense (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon the Inmar Parties or any one of them in connection with any third-party claim, suit, action, demand or judgment (“Claims”) (a) alleging any fact, which, if true, would constitute a breach by Advertiser of Section 7 (Representations and Warranties) or (b) Advertiser’s use of the System other than as permitted herein; provided, however, that in any such case Inmar will (i) provide Advertiser with prompt notice of any such Claim (provided that the failure to provide prompt notice shall only relieve Advertiser of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice); (ii) permit Advertiser to assume and control the defense of such action upon Advertiser’s written notice to Inmar of Advertiser’s intention to indemnify; and (iii) upon Advertiser’s written request, and at no expense to Inmar or its affiliates, provide to Advertiser all available information and assistance reasonably necessary for Advertiser to defend such Claim. Advertiser will not enter into any settlement or compromise of any such Claim, which settlement or compromise would result in any liability to any Inmar Party, without Inmar’s prior written consent, which will not unreasonably be withheld or delayed. Inmar will have the right to participate in the defense with counsel of its choice at its own expense.
    2. By Inmar. Inmar shall indemnify, defend and hold harmless Advertiser and its directors, officers, employees and agents and its and their respective successors, heirs and assigns (collectively, the “Advertiser Parties”) against any Losses incurred by or imposed upon the Advertiser Parties or any one of them in connection with any Claim alleging (a) any fact, which, if true, would constitute a breach by Inmar of Section 7 (Representations and Warranties) or (b) that the System infringes any Intellectual Property Rights (provided that such infringement is not due in whole or part to modifications made by Advertiser); provided, however, that in any such case Advertiser will, (i) provide Inmar with prompt notice of any such Claim (provided that the failure to provide prompt notice shall only relieve Inmar of its obligation to the extent it is materially prejudiced by such failure and can demonstrate such prejudice); (ii) permit Inmar to assume and control the defense of such action upon Inmar’s written notice to Advertiser of Inmar’s intention to indemnify; and (iii) upon Inmar’s written request, and at no expense to Advertiser, provide to Inmar all available information and assistance reasonably necessary for Inmar to defend such Claim. Inmar will not enter into any settlement or compromise of any such Claim, which settlement or compromise would result in any liability to any Advertiser Party, without Advertiser’s prior written consent, which will not unreasonably be withheld or delayed. Advertiser shall have the right to participate in the defense with counsel of its choice at its own expense.

 

  1.  Confidentiality. Each Party (a “Receiving Party”) understands that the other Party (a “Disclosing Party”) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, end user information, software, specifications, research and development and proprietary algorithms or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information”). The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use (other than as expressly permitted under this Agreement) any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. If disclosure is made to the Receiving Party’s professional advisors, auditors or bankers this shall be done subject to Receiving Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were party to this Agreement. The foregoing obligations does not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no violation of this Agreement by the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is received by the Receiving Party from a third party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement or any tax authority to which the Receiving Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law, the Receiving Party shall to the extent legally permitted promptly notify the Disclosing Party in order to allow the Disclosing Party to contest the order or requirement or seek confidential treatment for such information. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of the Disclosing Party’s Confidential Information that is reduced to one or more writing, drawing, schematic, tape, disk or other form of documentation, or to certify to the Disclosing Party in writing that all such material has been destroyed.

 

  1. Miscellaneous.  
    1. Independent Contractors.  It is the intention of Inmar and Advertiser that Inmar and Advertiser are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between Inmar and Advertiser.
    2. Entire Agreement. This Agreement represents the entire agreement between the Parties with respect to the subject matter hereof and will supersede all prior agreements and communications of the Parties, oral or written, with respect to the subject matter hereof. In the event of conflict between these Terms and Conditions for Advertisers and the associated Insertion Order, the associated Insertion Order will prevail.
    3. Amendment; Waiver. No amendment to, or waiver of, any provision of this Agreement will be effective unless in writing and signed by both Parties. The waiver by any Party of any breach or default will not constitute a waiver of any different or subsequent breach or default.
    4. Governing Law and Jurisdiction.  This Agreement will be governed by and interpreted (without regard to any conflict of laws principles or rules) in accordance with the laws of the State of Delaware and subject to the exclusive jurisdiction of the courts located therein.
    5. Successors and Assigns. This Agreement may not be assigned, transferred, delegated, sold or otherwise disposed of, including, without limitation, by operation of law, without the prior written consent of the non-assigning Party; provided that either Party may assign this Agreement without consent: (i) to any affiliated company if the standard of quality and compliance with this Agreement is guaranteed or (ii) in connection with the sale of all or substantially all its assets or other change of control transaction. This Agreement will be binding upon and will inure to the benefit of a Party’s permitted successors and assigns. Any purported assignment, transfer, delegation, sale or other disposition in contravention of this Section, including, without limitation, by operation of law, is void.
    6. Force Majeure. No Party will be liable for failure to perform or delay in performing any obligation (other than the payment of money) under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), terrorist act, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other similar cause beyond the control of such Party.
    7. Notices. All notices, requests, consents, and other communications under this Agreement will be in writing, and will be delivered (i) by hand, (ii) sent by reputable overnight courier service or express mail or (iii) sent by e-mail (with a copy sent by reputable overnight courier service or express mail), if to Inmar, at, 1 W. 4th St., Suite 500, Winston-Salem, NC 27101, USA, or if to Advertiser, at the address indicated in the associated Insertion Order, or such other address as each Party specifies to the other Party in writing by notice given in accordance with this Section. Notices provided in accordance with this Section will be deemed delivered: (a) immediately if delivered by hand; or (b) if sent by overnight courier service or express mail, upon delivery (as reported by the courier or postal service).
    8. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.