Advertising Terms And Conditions

This DigitalWebHelp Advertising Terms and Conditions (the “Agreement”) effective as __________________ or upon DigitalWebHelp’s approval of the results of a credit check of Advertiser, whichever is later, (“Effective Date”) is by and between DigitalWebHelp, a Texas limited liability company with its principal business location at 2201 Spinks Rd Flower Mound Tx 75022 (“DigitalWebHelp”), and The Advertiser, a legally established entity under the laws of the State and located at the specified address, is entering this Agreement with DigitalWebHelp. This Agreement outlines the relationship between DigitalWebHelp and the Advertiser, regarding the provision of advertising and marketing services by DigitalWebHelp, which includes utilizing its network of third-party affiliates (“Network” and “Affiliates”). If the Advertiser is an agency representing a client, references to the “Advertiser” shall collectively apply to both the agency and the client. Throughout this document, DigitalWebHelp and the Advertiser are each referred to as a “party” and together as the “parties.”

Insertion Orders and Campaigns.

  • DigitalWebHelp agrees to deliver the marketing services (“Services”) and manage the advertising campaigns (“Campaigns”) as described in any relevant Insertion Order or written communication (“IO”). The IOs, together with this Agreement, constitute the full Agreement between the parties.
  • Each IO will specify the compensable actions and any other pertinent details of the Campaigns. “Compensable Transactions” refer to transactions listed in an IO that are generated by DigitalWebHelp or its Affiliates, which may include, but are not limited to, clicks, conversions, impressions, sales, installs, phone calls, applications, and leads.
  • The “Payout” represents the payment the Advertiser will provide to DigitalWebHelp for achieving each Compensable Transaction. This amount can be specified in various forms, such as a fixed dollar amount, a percentage, or another mutually agreed-upon method.
  • The terms used in this Agreement or an IO include: (a) “CPA” for cost per acquisition; (b) “CPC” for cost per click; (c) “CPM” for cost per thousand impressions; and (d) “ppCall” for cost per call. A “Conversion” or “Converts On” refers to the conditions under which a transaction qualifies as a Compensable Transaction, as detailed in the IO.
  • A “Conversion” or “Converts On” refers to the conditions under which a transaction qualifies as a Compensable Transaction, as detailed in the IO.
  • Any changes to an IO will only be valid if mutually agreed upon in writing. Unless specified otherwise, the Advertiser must give DigitalWebHelp at least two (2) business days’ notice before any budget, rate, or volume adjustments take effect.
  • An IO may include an estimated budget for fees related to Compensable Transactions and other compensation. Such estimates are non-binding, and DigitalWebHelp is not obligated to deliver a specific number of Compensable Transactions. If the number of Compensable Transactions exceeds the budget by up to 300%, the Advertiser agrees to pay for all such transactions.
  • “Pre-Payment Terms” DigitalWebHelp may require a pre-payment before the start of any Campaign. If the Advertiser does not provide the required pre-payment, DigitalWebHelp reserves the right to pause or terminate the Campaign. Pre-payments will be applied to fees associated with the Campaign unless otherwise agreed in the IO. Any unused portion of the pre-payment can be used for future campaigns. Upon the termination or expiration of a Campaign, any remaining pre-payment funds will first cover any outstanding fees, with any surplus refunded to the Advertiser unless the IO specifies that the pre-payment is non-refundable.

Affiliate Network.

  • The Advertiser understands and agrees that DigitalWebHelp may fulfill its responsibilities under this Agreement by working with its Network of Affiliates. This includes the ability to grant sublicenses for the use of Creative Materials, strictly for the purpose of delivering the Services.
  • DigitalWebHelp will not be required to investigate or settle any disputes or claims between the Advertiser and any Affiliate, or any third party, regardless of whether such disputes involve the Creative Materials, the Services, this Agreement, or any other related issue.

Creative Materials.

  • Within two (2) business days following the execution of an IO, the Advertiser must supply DigitalWebHelp with advertising materials to be used for the Campaign. These materials may include, but are not limited to, banners, buttons, text links, clicks, co-registrations, pop-ups, pop-unders, emails, social media content, graphic files, websites, and other similar online media (“Creative Materials”). Any modifications to the Creative Materials after submission require DigitalWebHelp’s prior written approval. Unless otherwise indicated in an IO, the Advertiser retains sole responsibility for the Creative Materials provided under this Agreement.
  • The Advertiser grants DigitalWebHelp a non-exclusive, royalty-free, revocable license, with the right to sublicense, for the use of the Creative Materials solely in connection with delivering the Services. The Advertiser warrants that it holds all necessary rights to the Creative Materials and possesses the legal authority to grant the licenses outlined here, as well as to authorize the uses specified in an IO.
  • The Advertiser acknowledges that DigitalWebHelp is not obligated to review the Creative Materials for accuracy or legal compliance. DigitalWebHelp reserves the right to reject or discontinue the use of any Creative Materials at its discretion, with or without notifying the Advertiser. Unless otherwise specified in the relevant IO, DigitalWebHelp and its Affiliates have the exclusive authority to determine the timing, positioning, placement, frequency, and distribution method of the Creative Materials. If requested, the Advertiser must provide evidence supporting any claims made in the Creative Materials, at the Advertiser’s expense. Failure to furnish adequate substantiation may be considered a material breach of this Agreement.

Leads.

  • A “Valid Lead” is defined as an individual who: (a) is not generated by automated means, such as robots, spiders, scripts, or any artificial or fraudulent methods that simulate a real person; (b) has not used stolen or unauthorized credit card details; and (c) has provided information that complies with all of the Advertiser’s criteria specified in the relevant IO. The Advertiser is solely responsible for ensuring that any information collected for a Valid Lead aligns with the criteria outlined in the IO.
  • An “Unaccepted Lead” refers to: (i) a lead that the Advertiser chooses not to accept; (ii) a lead for which the Advertiser has not made payment as specified in the applicable IO; or (iii) a lead that, according to Paragraph 5.8 of this Agreement, is determined not to meet the criteria for a Valid Lead.
  • The Advertiser acknowledges that there is a risk in any Campaign of consumer behavior resulting in misleading, dishonest, or fraudulent activity, which may produce leads that do not qualify as Valid Leads. DigitalWebHelp shall not be held liable for any fraudulent, dishonest, or misleading behavior by end-user consumers. The Advertiser remains responsible for paying the full fees for all Services rendered, even if fraud is later discovered. However, the Advertiser will not be required to pay for leads that are determined to be invalid, provided compliance with Paragraph 5.8.
  • If a Valid Lead is : (a) exclusive to the Advertiser, DigitalWebHelp grants a non-exclusive license for the Advertiser to use the Valid Lead and the associated data. DigitalWebHelp retains the right to use the Valid Lead for its purposes but will not license it to another Advertiser within the same vertical for 90 days; or (b) non-exclusive, DigitalWebHelp grants the Advertiser a non-exclusive license to use the Valid Lead and its data. The Advertiser may not re-sell, market, transfer, assign, or disclose any Valid Lead except as expressly permitted in the IO. For clarification, DigitalWebHelp reserves the right to use non-exclusive Valid Leads without any limitations.
  • The Advertiser may not, directly or indirectly, transfer, utilize, export, share, or disclose any Unaccepted Lead or its data to any third party. Any breach of this provision constitutes a material violation of this Agreement. Unaccepted Leads are considered confidential information belonging to DigitalWebHelp.
  • Both DigitalWebHelp and the Advertiser acknowledge that unless specified otherwise in the applicable IO: (a) any lead or acquisition obtained through the Services may be used by the Advertiser for its marketing purposes; and (b) DigitalWebHelp retains the right to sell any non-exclusive leads multiple times to other customers or use them in other ways.

Tracking and Reporting.

  • The Advertiser shall supply DigitalWebHelp with reports (“Reports”) to determine the number of Compensable Transactions:
    • For pay-per-call campaigns, the Advertiser must either grant DigitalWebHelp access to real-time reporting statistics or provide daily reports detailing the total Compensable Transactions for each tracking link or designated phone number.
    • In the case of sales-based phone campaigns and other campaigns that cannot be tracked using a link or specific phone number, the Advertiser must furnish daily reports of the total Compensable Transactions. Payment for all Compensable Transactions generated during the Agreement’s term, as well as during the 12 months following its expiration or termination, will be made to DigitalWebHelp. This applies even if such transactions occur after the corresponding Campaign or enrollment period has ended.
    • For pay-per-call campaigns, the Advertiser is required to provide daily Reports throughout the Campaign duration and for an additional 30 days after its conclusion. For other types of campaigns, daily Reports must be submitted during the term of the Agreement, followed by weekly Reports for 14 months after the Agreement’s expiration or termination.
    • The Advertiser must retain copies of the Reports and the supporting records throughout the Agreement’s term and for seven (7) years after its expiration or termination.
  • The Reports must contain commercially reasonable and verifiable data that accurately reflect Compensable Transactions as specified in the applicable IO, including any mutually agreed-upon amendments. If the Advertiser does not provide the Reports to DigitalWebHelp on a daily basis, then DigitalWebHelp’s count of Compensable Transactions will be deemed final and binding.
  • Upon DigitalWebHelp’s request, the Advertiser shall furnish complete copies of any records and data related to a Campaign that are within the Advertiser’s possession, custody, or control, to verify the number of Compensable Transactions or assess the Campaign’s performance. Such records or data must be provided within three (3) days of the request. Failure to do so will be considered a material breach of this Agreement.
  • For pay-per-call Campaigns, DigitalWebHelp will track inbound telephone calls that connect with the designated call center agent, referred to as “raw inbound telephone calls,” using a platform such as Everflow, Trackdrive or Ringba. The Advertiser must promptly take all necessary actions to enable and maintain call tracking through DigitalWebHelp’s selected platform throughout the Campaign.
  • If Compensable Transactions cannot be properly tracked due to Technical Issues, including but not limited to, technical problems causing the Advertiser’s website to crash, reduced website performance, or failure of DigitalWebHelp’s tracking pixel to report actions accurately, the Advertiser shall compensate DigitalWebHelp based on a default rate. This rate will be calculated as the average daily total of Compensable Transactions from the seven (7) days preceding the onset of the Technical Issues.
  • The Advertiser must notify DigitalWebHelp in writing within five (5) days of a transaction occurring if it believes the transaction is not a valid Compensable Transaction. The notification should include commercially reasonable and verifiable evidence supporting the claim. DigitalWebHelp reserves the right to make the final determination, at its sole discretion, regarding whether a disputed transaction qualifies as a Compensable Transaction. If DigitalWebHelp agrees with the Advertiser’s assessment, no fee will be charged for that transaction. If the parties cannot reach an agreement, both expressly acknowledge that DigitalWebHelp’s tracking count will be deemed conclusively valid.

Advertiser Representations and Warranties.

The Advertiser confirms and guarantees the following:
(a) it will promptly notify DigitalWebHelp in writing about any changes to its legal or business name or entity type.
(b) the person signing the Agreement and any Insertion Orders (IOs) has the legal authority to bind the Advertiser.
(c) It will comply with, and support DigitalWebHelp’s compliance with, all relevant international, federal, state, and local laws, regulations, and industry standards, including but not limited to the CAN-SPAM Act of 2003 (as amended), California Business & Professions Code § 17529, the Canadian Anti-Spam Legislation (as amended from time to time), the Federal Telemarketing Sales Rules (including, without limitation, the Telemarketing Sales Rule (16 C.F.R. Part 310), the Telephone Consumer Protection Act (47 U.S.C. 227), provisions relating to the National Do Not Call Registry (16. C.F.R. Part 310) and applicable state Do Not Call List requirements), the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.), the Health Insurance Portability and Accountability Act of 1996 (HIPAA), the Federal Trade Commission Act (as amended) and any/all Federal Trade Commission implementing regulations applicable to Advertiser’s products/services and Advertiser’s performance under this Agreement (collectively, “Laws”);
(d) It will maintain a documented policy for handling Do Not Call and suppression requests.
(e) It will establish and maintain entity-specific Do Not Call lists and provide these lists to DigitalWebHelp, along with any revocation requests or re-assigned numbers, on at least a weekly basis.
(f) It will use a documented process to avoid calling any number on its Do Not Call list or the National DNC Registry, utilizing the latest version from the Federal Trade Commission (FTC).
(g) It will regularly (at least every 30 days) scrub leads and phone numbers against the Federal Do Not Call Registry and all relevant state Do Not Call lists as required by law.
(h) It will ensure that all telephonic interactions with consumers are recorded digitally, as required by law, and maintain these recordings for at least four (4) years. It will also make these recordings available to DigitalWebHelp within 24 hours upon request. DigitalWebHelp reserves the right to audit compliance by accessing a random sample of calls for quality assurance purposes.
(i) The Creative Materials provided do not infringe on any third-party rights, including copyright, trademark, or other proprietary rights, and comply with applicable Laws.
(j) Its products and services do not target individuals under the age of 18.
(k) Its website and Creative Materials do not contain defamatory, obscene, pornographic, hate-filled, or otherwise objectionable content, nor do they promote illegal activities or include harmful software such as viruses or spyware.
(l) A It is not currently subject to any undisclosed investigation by any regulatory body. If such an investigation arises, it will promptly inform DigitalWebHelp.
(m) The Creative Materials and the landing page associated with them will include a clearly visible link to the Advertiser’s privacy policy, which will provide sufficient notice regarding the collection, use, and sharing of personal information, in accordance with the privacy policy.
(n) It will implement the necessary security measures in accordance with applicable laws to protect non-public personal information during handling, transmission, storage, and disposal.

Payment.

  • DigitalWebHelp will provide invoices to the Advertiser on a monthly basis or as specified in the applicable Insertion Order (IO). Each invoice will detail the payment due to DigitalWebHelp (“Fees”), which will be calculated based on: (a) the number of Compensable Transactions for each Campaign as recorded in the Reports, multiplied by the agreed Payout, plus any adjustments required by the Minimum Conversion Rate or other terms in the IO; (b) minus any refundable pre-payment credits or other deductions. The absence of an invoice from DigitalWebHelp does not waive DigitalWebHelp’s right to payment or release the Advertiser from its obligation to pay. Payments shall be made in U.S. dollars unless otherwise agreed in an IO.
  • The Advertiser must pay DigitalWebHelp within thirty (7) days of receiving the invoice, or as otherwise arranged in the IO. The Advertiser alone is responsible for payment to DigitalWebHelp, and its payment obligation is not dependent on any third party’s payment to the Advertiser for the Services. Interest on overdue payments will accrue at a rate of 4% per month or the maximum allowed by law, whichever is higher, calculated monthly. Additionally, if the Advertiser fails to make payments, it will be responsible for any attorneys’ fees or other collection costs incurred by DigitalWebHelp. Accepted payment methods include wire transfer, check, or automatic credit card billing. Checks should be made out to DigitalWebHelp , LLC and sent to:
    2201 Spinks Rd Suite 212 Flower Mound TX 75022.
  • Wire payments shall be made to DigitalWebHelp’s U.S. banking account
  • Advertiser’s sole remedy for any claims or disputes that it may have with respect to any invoice or transaction is to submit a written claim to DigitalWebHelp within ten (10) days of the invoice date. If the Advertiser fails to dispute or substantiate the claim within this period, the charge will be considered final and binding, and no adjustments will be made.
  • The Advertiser is responsible for any applicable sales, use, or other taxes, duties, or tariffs in connection with the Services, except for DigitalWebHelp’s income taxes.

Term.

This Agreement begins on the Effective Date and will remain in effect for one (1) year (“Initial Term”), unless terminated earlier. After the Initial Term concludes, the Agreement will automatically renew for additional one (1) year periods (“Renewal Term”) unless terminated in line with Section 9. The Initial Term and any subsequent Renewal Term(s) are collectively referred to as the “Term.”

Termination.

9.1. Either party may end this Agreement immediately by providing written notice to the other party if no active Campaign or IO is currently in effect.
9.2. If there is an active Campaign or IO, either party may terminate the Agreement by giving the other party thirty (30) days’ written notice, for any reason. DigitalWebHelp reserves the right to pause or terminate any Campaign or IO at its discretion, either temporarily or permanently, with or without prior notice to the Advertiser.
9.3. DigitalWebHelp may terminate this Agreement immediately upon written notice to the Advertiser if: (a) payment for any invoice is not received by the due date; or (b) the Advertiser breaches any significant term of this Agreement or an IO, and fails to remedy the breach within five (5) business days following DigitalWebHelp’s notification.
9.4. Either party may terminate this Agreement and any ongoing IOs by giving written notice if the other party ceases business operations, becomes insolvent, or is subject to bankruptcy or similar legal proceedings.
9.5. When this Agreement is terminated or expires for any reason: (a) the Advertiser remains responsible for payment of Fees for Services provided up to the termination date without any deductions; and (b) all ongoing IOs will immediately end. The termination of the Agreement and any IO will be in addition to other rights or remedies either party may have. If DigitalWebHelp’s right to use any Creative Materials is revoked for any reason, DigitalWebHelp may keep copies for archival purposes or to meet its legal obligations.

Audit.

Throughout the duration of this Agreement and for seven (7) years after its expiration or termination, the Advertiser shall keep accurate records and documentation necessary to allow DigitalWebHelp, upon prior written notice and at its own expense, to conduct an audit. The audit will solely aim to verify the Advertiser’s adherence to the terms of this Agreement. If the audit identifies an underpayment, the Advertiser must promptly pay the outstanding amount, including accrued interest from the original due date until fully paid. Should the underpayment exceed five percent (5%), the Advertiser will also be required to cover DigitalWebHelp’s reasonable costs associated with the audit.

Confidentiality.

“Confidential Information” refers to any information related to or disclosed during the course of this Agreement, including the terms outlined herein, which is either marked as confidential or proprietary, or should reasonably be understood to be so. The receiving party agrees to protect the Confidential Information using at least the same level of care it uses to safeguard its own similar information, but not less than a reasonable standard of care, and will only use it for fulfilling obligations under this Agreement or any applicable IO. Upon the request of the disclosing party, the receiving party will promptly return or destroy the Confidential Information.

Confidential Information does not include information that (a) enters the public domain through no fault of the receiving party, (b) was lawfully in the possession of the receiving party before disclosure, or (c) is independently developed by the receiving party without breaching this Agreement. The receiving party may disclose Confidential Information if required by law, provided it promptly notifies the disclosing party and complies with any protective measures.

A breach of confidentiality may cause significant harm to the disclosing party, who shall be entitled to seek injunctive relief without needing to post a bond, and to recover damages, including reasonable attorney’s fees. DigitalWebHelp may disclose the terms of this Agreement to its affiliates.

This Agreement does not transfer ownership or grant any licenses to the Confidential Information; the disclosing party retains all rights, titles, and interests. Upon termination of this Agreement, the receiving party must, upon request, return or confirm the destruction of any Confidential Information, except for copies required to comply with legal obligations.

Representations and Warranties.

Each party represents and warrants to the other that it has the full legal right, power, and authority to enter into this Agreement and fulfill its obligations, and that doing so will not violate any existing contracts or agreements. EXCEPT FOR THE SPECIFIC WARRANTIES SET FORTH IN THIS SECTION 12, TO THE MAXIMUM EXTENT PERMITTED BY LAW, DIGITALWEBHELP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

Indemnification.

13.1. Advertiser agrees to indemnify, defend, and hold harmless DigitalWebHelp, its affiliates, and their respective directors, officers, managers, members, employees, agents, successors, and assigns (collectively, “DigitalWebHelp Indemnitees”) from any losses, penalties, fines, damages, claims, expenses (including attorneys’ fees), or liabilities that arise from or are related to: (a) Advertiser’s alleged breach of its representations, warranties, or significant obligations under this Agreement; and (b) any willful, fraudulent, or grossly negligent actions or omissions by Advertiser.

13.2. If a DigitalWebHelp Indemnitee seeks indemnification under this Agreement, they will promptly notify Advertiser of the claim, and Advertiser will assume responsibility for defending it. DigitalWebHelp will, at Advertiser’s expense, provide the necessary information, cooperation, and assistance reasonably required for the defense or settlement of the claim. DigitalWebHelp’s delay in giving notice does not forfeit its right to indemnification. The DigitalWebHelp Indemnitee may choose to participate in the defense or settlement, at its own cost, with counsel of its choice. Advertiser may not settle any claim without obtaining DigitalWebHelp’s written consent. If Advertiser fails to meet its obligations under this Section 13.2, the DigitalWebHelp Indemnitee(s) may proceed with the defense or settlement, and Advertiser shall promptly reimburse the DigitalWebHelp Indemnitee(s) for all associated costs, expenses, settlement amounts, and any other damages.

13.3. If DigitalWebHelp is required by a regulatory or judicial authority to provide any materials or information related to Advertiser or its affiliates due to a request, inquiry, examination, demand, order, or subpoena, or as required by applicable law or regulations, Advertiser will be responsible for and will promptly reimburse DigitalWebHelp for all incurred out-of-pocket expenses (including reasonable attorney’s fees) and for time spent by DigitalWebHelp’s personnel, charged on a time-and-material basis.

Limitation of Liability.

EXCEPT FOR: (I) ANY VIOLATION OF CONFIDENTIALITY OBLIGATIONS; (II) ADVERTISER’S INDEMNIFICATION DUTIES; OR (III) ADVERTISER’S PAYMENT RESPONSIBILITIES, NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY NATURE (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES. For clarity, this Agreement does not exclude or limit Advertiser’s liability for fraud, gross negligence, data breaches, intellectual property violations, non-compliance with applicable laws, personal injury or death, or any other issue to the extent that such exclusion or limitation would be unlawful. IN NO CASE SHALL DIGITALWEBHELP’S LIABILITY EXCEED THE TOTAL AMOUNT PAID BY ADVERTISER TO DIGITALWEBHELP UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

Non-Circumvention and Non-Solicitation.

15.1 Advertiser recognizes the value of DigitalWebHelp’s proprietary relationships with its third-party Affiliates. During the term of this Agreement and for one (1) year after its termination or expiration, Advertiser agrees not to bypass DigitalWebHelp’s relationship with these Affiliates or attempt to solicit, contract for, purchase, or obtain services similar to those provided by DigitalWebHelp from any third-party Affiliate known, or reasonably should be known, by Advertiser to have an association with DigitalWebHelp. If Advertiser can reasonably show that a third-party Affiliate was already providing such services to Advertiser before the first IO under this Agreement, then maintaining that relationship will not be considered a breach of this Section. Advertiser acknowledges that monetary damages alone would be inadequate compensation for a breach or threatened breach of this Section, entitling DigitalWebHelp to: (a) seek injunctive relief (including temporary and preliminary injunctions) without needing to post a bond; (b) pursue liquidated damages from Advertiser equal to 100% of Advertiser’s profits derived from the breach over the preceding twelve (12) months; and/or (c) use any other legal or equitable remedies available.
15.2 Advertiser shall not, without DigitalWebHelp’s prior written consent, which may be granted or denied at its sole discretion, solicit, recruit, or employ any employee, contractor, publisher, affiliate, marketer, mailer, agent, or vendor associated with DigitalWebHelp.
15.3 In the event of a breach of this Section, DigitalWebHelp shall be entitled to an immediate injunction against any actual or threatened violation without the need for posting a bond. Furthermore, DigitalWebHelp shall be entitled to seek monetary damages equal to the greater of either the amount DigitalWebHelp would have earned or the amount earned by Advertiser due to the breach.

Miscellaneous.

16.1. Entire Agreement. This Agreement, along with all accompanying IOs, constitutes the full and exclusive understanding between the parties and replaces any prior agreements, whether written or oral. If there is a discrepancy between this Agreement and an IO, the terms of this Agreement will prevail unless the IO explicitly specifies the provision being modified and is signed by an authorized representative of each party. This Agreement shall be interpreted as if both parties jointly participated in its drafting and will not be interpreted against either party as the drafter. Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties.
16.2. Assignment. Except for DigitalWebHelp’s ability to subcontract work to its Affiliates, neither party may assign or transfer any portion of this Agreement without obtaining written consent from the other party. However, either party may assign this Agreement without consent to an affiliate or as part of a sale, merger, stock transfer, or other corporate restructuring involving a change of control. The rights and obligations outlined in this Agreement will extend to and be binding upon the parties’ respective successors, heirs, executors, administrators, and permitted assigns, provided that the assignee agrees in writing to adhere to the terms of this Agreement. Any other attempts at transfer or assignment will be considered null and void.
16.3. Independent Contractors. The Parties acknowledge that they operate as independent contractors. No partnership, agency, employment, franchise, or joint venture relationship exists between them. Neither Party is authorized to bind the other or assume any obligations on the other’s behalf.

Governing Law; Jurisdiction.

This Agreement shall be governed by and interpreted under the laws of the State of Texas, excluding any choice or conflict of law principles that would apply the laws of another jurisdiction. Any legal action, lawsuit, or proceeding related to this Agreement or the Services provided must be brought exclusively in the federal or state courts located in Denton, Denton County, within the State of Texas. Each Party consents to the exclusive jurisdiction of these courts for any such legal matters. Service of process, summons, notice, or other legal document sent via mail to the address specified herein will constitute effective service of process for any such action. THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY CLAIM, SUIT, OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, TO THE EXTENT PERMITTED BY LAW.
Mediation Requirement. Before either party initiates any legal action or proceeding related to this Agreement, the parties agree to first attempt to resolve the issue through mediation. The mediation will take place in Denton, TX, unless otherwise agreed by DigitalWebHelp at its sole discretion. The parties shall work together in good faith to select a mutually acceptable mediator. If they are unable to agree on a mediator, each party will choose one mediator from a list maintained by a reputable dispute resolution organization or private mediation service, and those two mediators will then select a third mediator to preside over the process.
The parties acknowledge that any agreement reached through mediation may be converted into a legal judgment and enforced in accordance with the laws and civil procedures of Denton, TX. The cost of the mediator’s fees will be shared equally by both parties. Should either party fail to reasonably participate in the scheduling, facilitation, or conduct of the mediation, the cooperating party may recover its costs and reasonable attorney fees from the non-cooperating party in any subsequent legal action or proceeding, including costs and fees associated with appeals, regardless of the outcome and notwithstanding any other fee-shifting clauses in this Agreement.

Notices.

Unless otherwise specified, all notices under this Agreement must be in writing and delivered by one of the following methods: (a) personal delivery, which is effective upon delivery; (b) a recognized national overnight courier service, effective one (1) business day after being sent; (c) email or fax, effective upon confirmation of receipt; or (d) certified or registered mail with a return receipt, effective upon receipt verification. Notices should be sent to the respective addresses specified above or to any other address provided by either party in a written notice.

Waiver.

No waiver of any breach or violation of any provision in this Agreement will be deemed a waiver of any previous, concurrent, or future breach of the same or any other provision. Any waiver must be made in writing and signed by an authorized representative of the waiving party.

Severability.

If any term or provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law, it will be severed from the Agreement and replaced with a valid provision that most closely reflects the original intention. The remaining provisions will continue to be in full force and effect.

Force Majeure.

Except for Advertiser’s payment obligations, neither party will be held liable for delays or failures in fulfilling the Agreement if caused by a Force Majeure Event. In such cases, the affected party is entitled to a reasonable extension for performing its obligations. A “Force Majeure Event” refers to an event beyond the affected party’s control, without fault or negligence, which cannot be prevented or mitigated through reasonable diligence. Examples include acts of government, war, terrorism, cyberattacks, rebellion, floods, fires, explosions, earthquakes, or other similar or dissimilar unforeseeable events. The party experiencing the delay must make reasonable efforts to minimize the impact and resume performance as soon as possible

Binding Effect.

This Agreement is binding upon, and will inure to the benefit of, the parties and their respective successors and permitted assigns.

Headings.

The headings used in this Agreement are for reference only and do not affect the interpretation or construction of the Agreement.

Counterparts.

This Agreement may be signed in multiple counterparts, each of which will be considered an original, but together they will form a single agreement.

Survival.

The provisions of this Agreement that should by their nature survive termination of this Agreement shall survive such termination including, but not limited to: 1 (Insertion Orders and Campaigns), 5 (Tracking and Reporting), 6 (Advertiser Representations and Warranties), 7 (Payment), 9 (Termination), 10 (Audit), 11 (Confidentiality), 12 (Representation and Warranties), 13 (Indemnification); 14 (Limitation of Liability), 15 (Non-Circumvention and Non-Solicitation and 16 (Miscellaneous).