Terms & Conditions
TERMS AND CONDITIONS
THIS MASTER PUBLISHER AGREEMENT (“Agreement”) is entered into by and between JAVANDI LTD., on the one hand (“Provider”) and the registered entity, named entity on an insertion order or individual seeking to use of the Publisher’s website, services or additional products, services, offered to Publisher (collectively “Services”), including but not limited to the Publisher’s proprietary software that allows for posting of Advertiser Campaigns for syndication by Publishers (“Platform”). JAVANDI LTD reserves the right to make changes to the Services and this Agreement at any time and without notice. The latest Agreement will be posted on JAVANDI LTD Platform and the Publisher’s continued use of the Services after such posting shall constitute its consent to such modification. If Publisher does not agree to this Agreement in its entirety, or any subsequent modifications, then Publisher is not authorized to access any Services offered by JAVANDI LTD.
1. JAVANDI LTD Services. JAVANDI LTD provides services to third parties seeking to promote their products or services (“Advertisers”) by posting a link to their advertising materials (“Program(s)”) using JAVANDI LTD ‘s proprietary software Platform or by providing all relevant Program information to Publisher via email. The Program will specify the amount and terms under which Publisher will receive payment when the applicable Program’s requirements are fulfilled. Compensation is derived from a specified action or event (collectively “Event”) identified within a separate Insertion Order executed by both parties such as clicks, sales, registrations, impressions and leads. When a separate Insertion Order is not executed by the parties, the posted Program Terms or those terms provided to Publisher via email with the Program information will specify the Event through which Compensation is derived. In the event of a conflict between an IO, Program Terms or this Agreement, this Agreement will prevail and govern.
2. Publisher Services. If Publisher accepts a Program for syndication, Publisher agrees to place that Program’s advertising links (including the landing page) and creative (including but not limited to ad tags, the ad copy and/or HTML, subject and from lines, the Advertiser CAN-SPAM disclosures and any other disclosures provided therein) (collectively “Ad”) on or in Publisher’s Media exactly as it appears on the Platform or as provided to Publisher via email and will not alter the Ad in any manner, including resizing of Ads, without written approval from JAVANDI LTD. Publisher agrees to perform the services in full compliance with all applicable laws, rules and regulations governing the method of syndication. Publisher further agrees to syndicate all Ads using the methods and under the restrictions of JAVANDI LTD https://javandi.com/terms-conditions/ which is incorporated herein.
3. Monitoring. JAVANDI LTD may, but is not required to, monitor publisher services, on its own or with the assistance of third parties for compliance with this Agreement. Without limiting the generality of the foregoing, JAVANDI LTD or a third party retained by JAVANDI LTD may monitor for assurance of compliance with applicable legal requirements of Publisher’s syndicated media; applicable Advertiser campaign requirements; and honoring of unsubscribe requests in the case of email marketing campaigns. If the monitoring is done by a third party, such third party will share all such information with JAVANDI LTD.
(a) Limited License Grant. JAVANDI LTD grants Publisher a revocable, nontransferable, non-sub-licensable, non-exclusive limited license to use the creative assets of any Program provided to Publisher via email and the Platform (including any Ads posted thereon, and JAVANDI LTD ‘s tracking system, and any data, reports, information or analyses arising out of such use (“Platform Data”)) solely for the purpose of marketing or promoting the Programs subject to this Agreement and Program Terms. Publisher is not authorized to distribute JAVANDI LTD ‘s offers to sub-publishers, unless JAVANDI LTD gives Publisher express written JAVANDI LTD permission. All Sub-publishers must be identified to JAVANDI LTD for approval. Publisher shall be responsible and liable for all actions of sub-publishers, including compliance with the material terms of this Agreement and all applicable laws, rules and regulations. Publisher is licensed to access the Platform via web browser, e-mail or in a manner approved by JAVANDI LTD. Publisher shall not attempt to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the services tags, source codes, links, pixels, modules or other data provided by JAVANDI LTD that allows JAVANDI LTD. to measure ad performance and provide its Service. In addition, Publisher agrees that all non-public information, data and reports received from JAVANDI LTD hereunder or as part of the Services is proprietary to and owned by JAVANDI LTD. If instructed to do so by JAVANDI LTD and/or if Publisher is terminated by JAVANDI LTD, Publisher shall immediately destroy and discontinue the use of the JAVANDI LTD Platform Data, including Services Data and any other material owned by JAVANDI LTD or the Advertisers.
(b) Link Usage. Publisher shall not take any actions to impede the action of or to disable any links in the Campaign. Publisher shall, not modify or interfere with any Links or tracking devices unless requested by JAVANDI LTD in writing.
(c) Tracking. Publisher may be granted limited access to its tracking account through the Platform. Publisher shall not attempt to reverse engineer, decompile, disassemble or otherwise gain access to any other data or tracking account, or use tracking for any other purpose. Publisher agrees that JAVANDI LTD shall be entitled to injunctive relief precluding Publisher from taking or continuing any action or conduct in violation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such violation by Publisher without posting bond or demonstration of monetary damages.
(d) Ownership. JAVANDI LTD owns all rights, title, and interest to all materials on its Platform including, all links and user data collected and derived through the activities of Publisher pursuant to this Agreement, as well as the Service’s software, applications, data, methods of doing business or any elements thereof, or any content provided or submitted by Publisher for approval by JAVANDI LTD (including the Ads). All information submitted to Publisher by an end-user customer pursuant
to a Program, is proprietary information of JAVANDI LTD, its affiliates, and/or the advertisers. Such customer information is confidential and may not be disclosed by Publisher. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any such proprietary information in any manner. Publisher shall maintain such data in a secure manner, consistent with industry standards. All information provided to Publisher hereunder shall be kept strictly confidential. JAVANDI LTD may choose to imbed certain data mining tools within links from time to time (“Data Miner(s)”). Any data derived by any such Data Miner shall be the sole property of JAVANDI LTD. JAVANDI LTD may, from time to time, opt to share data derived from Data Miners with Publisher to help Publisher optimize the quality of leads generated from Publisher’s activities or to otherwise improve the quality, functionality and mutual profitability of the activities of the parties under this
Agreement. If JAVANDI LTD does share data derived from Data Miners with Publisher, Publisher agrees that this data will be used solely by Publisher for the purposes for which it is provided to Publisher and will not be shared by Publisher with any other third party or entity without the written approval of JAVANDI LTD. Should JAVANDI LTD choose to provide advertising creative content, web design services or other web content of any type (“Web Content”) to Publisher, Publisher shall use such Web Content: (i) in exactly the form that it is delivered to the Publisher by JAVANDI LTD without modification unless approved by JAVANDI LTD in writing; (ii) only in the manner expressly permitted by JAVANDI LTD in writing and only until JAVANDI LTD requests that Publisher discontinue its use of such advertising creative, at which time Publisher shall discontinue such use within two (2) business days of being requested by JAVANDI LTD to do so.
5. Confidential Information. Each party agrees to use the other party’s Confidential Information solely for the purposes contemplated by this Agreement, and to refrain from disclosing the other party’s Confidential Information to any third- party, unless: (i) any disclosure is necessary and permitted in connection with the receiving party’s performance of its obligations or exercise of its rights under this Agreement or any other agreement between the parties; (ii) any disclosure is required by applicable law; provided, that the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice thereof so as to afford the disclosing party an opportunity to intervene and seek an order or other appropriate relief for the protection of its Confidential Information from any unauthorized use or disclosure; or (iii) any disclosure is made with the consent of the disclosing party. For the purposes of this Agreement, “Confidential Information” includes, without limitation, the terms of this Agreement (including pricing) and information regarding existing or contemplated service, products, advertisers, processes, techniques, or know-how, or any information or data developed pursuant to the performance of the services. Notwithstanding the foregoing, Publisher agrees that JAVANDI LTD may divulge its personal and/or otherwise Confidential Information to an Advertiser, agency, legal or regulatory authority, person or entity relating to investigations, claims or actions that Publisher has violated this Agreement or any applicable law or regulation. Publisher may not divulge Confidential Information to any government entity unless and until notice is provided to JAVANDI LTD in sufficient time to seek injunctive relief or protective order from the appropriate legal institution.
6. Non-Solicitation. During the term of this Agreement and for one hundred eighty (180) days thereafter, Publisher shall not participate in any advertising relationship with any Advertiser within JAVANDI LTD ‘s network for which Publisher undertook services on behalf of JAVANDI LTD. Because JAVANDI LTD will be irreparably harmed by Publisher’s conduct, and because the true extent of such harm will be impossible to quantify, monetary damages will not be an adequate remedy for any such conduct. Publisher agrees that JAVANDI LTD shall be entitled to injunctive relief precluding Publisher from taking or continuing any action or conduct in violation of this provision, to be issued by any court of competent jurisdiction upon a showing of any such violation without posting bond or required demonstration of monetary damages. Such injunctive relief is in addition to and not exclusive of all other rights and remedies available to JAVANDI LTD. The ability to seek and obtain injunctive relief is a bargained for provision of this Agreement. In addition, both parties agree and acknowledge that if Publisher violates its obligations under this Section 6, in addition to injunctive relieve, JAVANDI LTD will be entitled to damages in the amount of forty-five percent (45%) of the gross revenues resulting from sales conducted by Advertiser through the advertising or marketing efforts of Publisher.
Monitor and Inactivation. JAVANDI LTD may, but is not required to, monitor traffic for fraud. If fraud is detected, Publisher’s account will be made inactive pending further investigation. Fraudulent traffic includes, but is not limited to, click- through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of JAVANDI LTD ; click or lead generation programs generating clicks or leads with no indication by website traffic that it can sustain the clicks or leads reported; fraudulent leads as determined and reported by advertisers; use of any incentives to procure clicks or leads; leads obtained other than through intended consumer action without prior written approval of JAVANDI LTD and use of fake redirects, automated software, proxy servers and/or other mechanisms
deemed fraudulent by JAVANDI LTD to generate Events from the Programs. If Publisher fraudulently adds leads or clicks or inflates leads or clicks by fraudulent traffic generation (such as pre-population of forms or mechanisms not approved by JAVANDI LTD or use of websites in co-registration campaigns, sequential promotion or registration sites), unless approved by JAVANDI LTD, as determined solely by JAVANDI LTD., Publisher will forfeit its entire commission for all Programs and its account will be terminated. In addition, in the event that Publisher has already received payment for fraudulent activities, JAVANDI LTD reserves the right to seek credit or remedy from future earnings or to demand re-imbursement from Publisher.
8. Payment. Publisher will be paid per the terms of each Program. JAVANDI LTD shall pay any amounts due thirty (30) days after the end of each month, less any taxes required to be withheld under applicable law, provided that JAVANDI LTD may, in its discretion, withhold payments until such time as the advertiser has paid JAVANDI LTD for any Program. JAVANDI LTD reserves the right to reduce any payments owed to Publisher at any time, as a consequence of any offsets taken by advertisers for invalid Events, technical errors, tracking discrepancies and the like. If no further payments are due to Publisher, Publisher shall pay back these amounts within fifteen (15) days of receipt of invoice for the offset amount. JAVANDI LTD shall compile, calculate and electronically deliver data required to determine Publisher’s billing and compensation. Any questions or disputes regarding the data or payout provided by JAVANDI LTD must be submitted by Publisher in writing within five (5) business days of receipt of final numbers, or the information will be deemed accurate and accepted as such by Publisher. JAVANDI LTD will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to JAVANDI LTD and payments made to Publisher shall be based on the Events as reported by JAVANDI LTD. JAVANDI LTD will not be responsible to compensate Publisher for Events that are not recorded due to Publisher’s error. JAVANDI LTD will require a Publisher to provide a W-9, and similar such information, as a condition to payment.
9. Term and Termination. This Agreement will begin upon acceptance of Publisher by JAVANDI LTD and access to JAVANDI LTD Platform or submission of a Program to Publisher via email. Either party may terminate this Agreement on three (3) business days’ advance notice to the other party. In the event either party in good faith believes that the other party is in violation of applicable law or in breach of any terms of this Agreement, such party shall have right to terminate the Agreement immediately upon written notice to the other party. Termination notices will be provided via e-mail and will be effective immediately. Publisher must immediately cease all advertising activities. All monies then due to Publisher will be paid during the next billing cycle. The representations, warranties and obligations contained in
paragraphs, 5, 6, 10, 13, and 14 shall remain in full force and effect after termination of this Agreement. In addition, all payment obligations accruing prior to the termination date shall survive until fully performed.
10. Representations and Warranties/Covenants.
(a) Mutual Representations. Each party represents and warrants that: (i) it has the right to enter into and fully perform the services contemplated herein; and (ii) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with this Agreement. Neither party makes any guarantee, representations nor warranties express or implied, as to the level of consumer response that will result from the Platform or Program(s).
(b) Publisher Representations.
Publisher represents and warrants that:
(I) It shall comply, and cause its affiliates and any sub-publisher to comply with all applicable international, federal, state and local laws, rules and regulations in the performance of its services under this Agreement;
(II) Publisher’s websites, databases, emails and all linked content are, and shall remain at all times during the terms of this Agreement, incompliance with all applicable foreign, federal and state laws, including but not limited to the Federal Trade Commission Act, the Federal Communications Act, COPPA, the CAN-SPAM Act of 2003, as amended, applicable Federal Trade Commission implementing regulations and any and all foreign, federal and state deceptive trade practices legislation;
(III) Publisher’s websites, databases, emails and all linked content do not (1) promote racism, hatemongering or other objectionable content; (2) contain any investment or money making opportunities or advice not permitted by applicable laws, rules and regulations; (3) contain any gratuitous violence or profanity or other explicit vulgar or obscene language; (4) contain or post to any sexually explicit images or other offensive content or adult services; (5) promote illegal substances or , alcohol or tobacco; or (6) promote software piracy or otherwise violate any intellectual property rights of third parties.
(IV) Publisher shall not engage in any spoofing, redirecting or trafficking from adult- related websites in an effort to gain traffic or websites that are point, lottery or rewards based and encourage users to click on Advertiser’s link or use Advertiser’s ads to generate revenue for users to win points, get rewards, or other incentives are prohibited unless expressly approved in writing from JAVANDI LTD.; Publisher shall not (1) violate any third party terms and conditions, which includes, but is not limited to unauthorized use of a third party website for commercial gain or post bulletins to non-owned account; (2) use deceptive or misleading practices such as the use of spyware, adware, devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a lead; and (3) use any deceptive form of advertising which includes, but is not limited to, phishing, sending an email to an individual falsely claiming to be an established legitimate enterprise in an attempt to scam or defraud the user into surrendering private and personal information that can be used for identify theft of other activity.
(V) Publisher maintains and posts in a conspicuous manner on all its websites
(VII) Publisher acknowledges that breaches of any of the foregoing representations and covenants may, in the sole discretion of JAVANDI LTD, result in the immediate suspension or termination of JAVANDI LTD ‘s relationship with Publisher and Publisher shall forfeit all rights to any compensation theretofore owed to it by JAVANDI LTD. The foregoing rights shall be in addition to any other remedies available to JAVANDI LTD. Publisher acknowledges and agrees that JAVANDI LTD shall not be responsible for Programs or Advertisers campaigns including any violation of any applicable laws or regulations, including, without limitation, Federal Trade Commission Act, the Federal Communications Act, COPPA, the CAN-SPAM Act of 2003, as amended, applicable Federal Trade Commission implementing regulations and any and all foreign, federal and state deceptive trade practices legislation.
11.1 Transparency. Each user has the right to access data Parties have stored on them. Publisher: when using e-mail marketing the partner will always include a description inside the mail of how the user subscribed to the mailings and how he can unsubscribe, delete or modify his personal data.
11.2 Data minimization. We shall limit the use of data. We only use personal data when we need it.
11.3 Explicit consent. Using personal data is only allowed after explicit consent of the person involved. Publisher will only share data of users with JAVANDI LTD after they gave their explicit consent for this.
JAVANDI LTD will only share data with other partners if the user gave his explicit consent.
Publisher: The Publisher will only communicate with persons who gave their explicit consent for this communication.
11.4 Data protection by design. when creating a new website, interface or system parties will always take privacy into account. Data protection is not something to be added later but is a requirement for every project from the start onwards.
11.5 Data protection by default. Parties understand the importance of personal data and will not share personal data with external partners if this is not required to further help the user.
11.6 Right to be forgotten. every user has the right to be completely forgotten or to restrict the ways in which we communicate with them.
JAVANDI LTD: In the case of a demand for rectification, reassure or restriction from a data subject who received communication from the Publisher, JAVANDI LTD will share the details of this request with the Publisher.
11.7 Data Breach protection. If in any case of a data breach which has an impact on (a part of) the data shared between the parties we wil respect the procedures in
12. Limitation of Liability. Except pursuant to Section 14, unless otherwise provided in this agreement, in no event shall either party be liable to the other for any lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature, for any reason, whether based on breach of contract, tort (including negligence), or otherwise and whether or not either has been advised of the possibility of such damages.
13. Limitation of Warranties. Due to the nature of internet availability and accessibility, JAVANDI LTD cannot guarantee that there will be no downtime or other interruptions in service regarding the links or our services. without limiting the above, the links, advertiser’s websites and any other materials provided to publisher are provided “as is,” without any warranty of any kind, and JAVANDI LTD. makes no warranties, express or implied, by operation of law or otherwise, and expressly disclaims all warranties, express, implied or statutory, including without limitation any warranties of title, noninfringement, and: (a) merchantability or fitness for a particular purpose; (b) that there are no viruses or other harmful components therein; (c) that a party’s security methods employed will be sufficient in all circumstances or in the face of all attacks; (d) regarding correctness, accuracy, or reliability of any information set forth therein or thereon; or (e) against interference with enjoyment of a party’s “information” (website). all information and computer programs provided in the course of this agreement are provided with all faults, and the entire risk, as to satisfactory quality, performance, accuracy, and effort is with the user. some states limit the ability to disclaim all warranties, so this clause or some portions of it may not apply to you.
JAVANDI LTD makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any Ad or Program made available on the Platform or to Publisher via email, or any product or service advertised in connection therewith. JAVANDI LTD has no liability to Publisher for unapproved materials, including all copy, images, URL names, and search terms used by Publisher to promote the client partner. JAVANDI LTD makes no representations whatsoever about any other website which Publisher may access through the service. When Publisher accesses a website that is not associated with and independent from JAVANDI LTD, Publisher acknowledges that JAVANDI LTD has no control over the content of that website. Furthermore, a link to a non- JAVANDI LTD website does not mean that JAVANDI LTD endorses or accepts any responsibility JAVANDI LTD for the content or the use of such website. It is Publisher’s sole responsibility to take precautions to ensure that websites, downloads, attachments, and other such files are free of such items as Trojan horses, worms, viruses, and other items of a destructive nature.
14.1. Indemnity.Publisher will defend, indemnify, and hold harmless JAVANDI LTD, its advertisers and client partners, and each of their affiliates, directors, employees, agents, successors and assigns from all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorney’s fees and expenses) (collectively “Claims”) arising from any breach of any of this Agreement or any Program Terms or any breach by a sub-publisher for the same. JAVANDI LTD shall assume the exclusive defense and control of any matter otherwise subject to indemnification by the indemnifying party hereunder for which Publisher shall pay for all reasonable costs associated with such defense, including but not limited to,
reasonable attorney fees, expert fees, costs, and settlement. Publisher hereby acknowledges that the Advertisers are intended third party beneficiaries of the foregoing indemnification obligation. No settlement may be consummated without both party’s express written authorization, which shall not be unreasonably withheld.
14.2. Notification of Legal Action. Publisher will immediately notify JAVANDI LTD of any current, impending, or potential legal action against it by a third party for matters relating to its participation in JAVANDI LTD services or services similarly provided for by and through other parties when the same arise.
15.1. Entire Agreement. These Terms and Conditions, Program Terms or any applicable Insertion Order and Acceptable Use Policy collectively constitute the entire agreement between the parties and supersede all prior agreements or understandings between the parties.
15.2. Dispute Resolution. This Agreement shall be governed by the laws of The Netherlands without respect to choice of law rules. The Parties consent to have all disputes regarding this agreement resolved by binding arbitration before the American Arbitration Association, Commercial Division. The parties agree to conduct the arbitration in Los Angeles, Florida and each party shall bear the costs of such arbitration. The parties specifically waive any international treaties or other international law which may govern the court or location of resolution of any dispute between them. This provision was a bargained for relinquishment of both parties rights to jurisdiction in their respective states or countries. The Parties waive the personal service of any process upon them and agree that service may be completed by overnight mail (using a commercially recognized service) or by U.S. mail with delivery receipt to the address stated in this Agreement. JAVANDI LTD shall be entitled to recover all reasonable costs of collection (including attorney’s fees, in-house counsel costs, expenses and costs) incurred in attempting to collect payment from Advertiser. The prevailing party in any arbitration shall be entitled to an award of attorney fees and costs for such arbitration.
15.3. Waiver. No waiver by either party of any breach of any provision hereof shall be deemed a waiver of any subsequent or prior breach of the same or any other provision.
15.4. Assignment. This Agreement and the rights hereunder are not transferable or assignable without prior written consent of the non-assigning Party; provided, however, that this Agreement may be assigned by either Party (a) to a person or entity who acquires substantially all of that Party’s assets, stock or business by sale, merger or otherwise and (b) to an affiliate of either Party.
15.5. Severability. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of the terms of this Agreement shall remain valid and enforceable according to its terms.
15.6. Relationship. The parties agree that JAVANDI LTD is acting as an independent contractor in performing the Services and that the relationship between the JAVANDI LTD and Publisher shall not constitute a partnership, joint venture or agency. Neither JAVANDI LTD nor any of JAVANDI LTD ‘s employees or agents
(collectively referred to herein as the “Employees”): (i) is an employee, agent or legal representative of Publisher, or (ii) shall have any authority to represent Publisher or to enter into any contracts or assume any liabilities on behalf of Publisher. JAVANDI LTD retains all the rights and privileges of sole employer of its Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees. Neither JAVANDI LTD nor any of its Employees shall have any right to receive any employee benefits as are in effect generally for Publisher employees.
15.7. No Publicity. Publisher may not make any mention of JAVANDI LTD or any JAVANDI LTD client in any publicity materials advertising or otherwise presenting information on JAVANDI LTD and your services, including without limitation listing JAVANDI LTD or any of its clients in your customer lists, without the written consent of JAVANDI LTD, whose consent may be withheld for any reason or for no reason.
15.8. Notice. Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified e- mail; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to (a) Publisher at the address provided on its website, in the registration, or on any insertion order or other agreement entered into between the parties, and (b) JAVANDI LTD at 3001 Brighton Blvd #730, Denver, CO 80216.
15.9 Governing Law. Any claim, controversy, or dispute arising under or related to this Agreement will be governed by the laws of the Netherlands without giving effect to rules governing conflicts of laws. The parties agree that any claims, legal proceeding or litigation arising in connection with this Agreement shall be resolved by and through binding arbitration.
15.10 Survival. In addition to certain provision specifically set forth in the Agreement to survive cancellation, expiration, or earlier termination of this Agreement, the following paragraphs shall likewise survive expiration or earlier termination of the Agreement: 2, 4, 5, 6, 7, 10, 13, 14, and 15.2.
15.11 Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.
15.12 Complete Agreement. This Agreement constitutes the entire agreement of the parties and supersedes any other agreement or understanding written or oral that may have been made or entered into with regard to the subject matter thereof.
16. Electronic Signature.
Publisher acknowledges and agrees that by clicking on the button labeled “Agree” or such similar links as may be designated by JAVANDI LTD to accept the terms and conditions of this Agreement, Publisher is submitting a legally binding electronic signature and is entering into a legally binding contract. Publisher acknowledges that its electronic submissions constitute its agreement and intent to be bound by this Agreement and all terms contained therein. Pursuant to any applicable statutes,
regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, PUBLISHER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY JAVANDI LTD. Further, Publisher hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.