Earnify Terms of Service for Advertisers

PLEASE REVIEW THIS AGREEMENT CAREFULLY AS IT SETS FORTH THE CONTRACTUAL RELATIONSHIP BETWEEN YOU AND EARNIFY. PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS ARBITRATION AND CLASS ACTION PROVISIONS THAT MAY AFFECT YOUR LEGAL RIGHTS. This Earnify Advertiser Agreement (“Agreement”) is made and entered into by and between Nurd Pty Ltd, an Australian company (“Earnify”, “Company”, “We”) and you (“Advertiser” or “you”). Earnify and you may be referred to in the singular as the “Party” or collectively as the “Parties”. By clicking “I agree” or using any Services (defined below) you agree to be bound by the Agreement, the Terms of Use, and the Privacy Policy. Where material modifications are made to the Agreement we will notify you. You must agree to the modifications before you may continue using any of the Earnify Services. Advertisers of the Service must be over the age of 18 or over the age of legal consent in their local jurisdiction. Please review our Privacy Policy for details on the manner in which we collect, use, disclose and otherwise manage any of your personal information.

1. TERMS AND CONDITIONS

   The terms and conditions contained in this Agreement govern the Advertiser’s use of the Earnify online advertising Service (“Service”) to distribute advertisements (“Ads” ) promoting Advertiser’s products, services, or website (collectively referred to as “Advertising Campaigns”). The Parties intend and explicitly acknowledge that (a) all communications, invoices, and receipts may be sent electronically, (b) aside from completing any requests electronically no further signature or indication of intent is required to bind the Parties for each Advertising Campaign, and (c) all Advertising Campaigns created by Advertiser are subject to this Agreement.

   Advertiser specifically represents and warrants that: (a) it is solely responsible for any Ads and/or Advertising Campaigns including managing, monitoring, and budgeting for such Advertising Campaigns; (b) the claims and statements of any Ads and/or Advertising Campaigns accurately reflect the product or service being marketed; (c) the Ads and/or Advertising Campaigns do not violate any applicable law or regulation including, but not limited to, those governing false advertising and deceptive marketing.

2. USE OF THE SERVICE

   Advertiser will, at its sole cost and expense, create and deliver all content required for any Ad to Earnify. Advertiser shall be solely responsible and liable for all Ads created and delivered to Earnify, including without limitation the content contained therein and the consequences of their display in the Earnify Service, and agrees to indemnify and hold harmless Earnify for any damages arising from the usage or display of Advertiser-provided creative content. Notwithstanding the foregoing, if such content does not conform to any Earnify technical specifications for use of the Service or does not arrive timely enough to deliver such Ad then Earnify, in its sole discretion, may: (a) reject such Ad; or (b) postpone running such Ad until a reasonable period of time after the non-conforming content is corrected in any such Ad. Earnify reserves the right to reject any Ads or Ad Campaigns for any reason at its sole and ultimate discretion. Earnify may, in its sole discretion, remove any Ad from the Service, for any reason, without prior notification to Advertiser. Advertiser may not use a third party to serve or administer any Ad without Earnify’s prior written consent, which shall be given or withheld in Earnify’s sole discretion, which shall not be unreasonably withheld.

   For the term of this Agreement, Advertiser hereby grants to Earnify and Earnify’s publishers (“Publisher(s)”) a fully-paid, royalty-free, revocable, world-wide, universal, transferable, assignable license to display, publicly perform, distribute, store, market, broadcast, transmit, reproduce, modify, prepare derivative works and otherwise use and reuse all or part of your Ads in order to provide you the Service. Title to and ownership of all intellectual property rights of all Ads and associated Advertiser or third party intellectual property shall remain with Advertiser or its third party licensors. The license may be revoked by removing the Ads from the Service. Upon removal Advertiser agrees that there may be a reasonable delay for removing all Ads from Earnify’s affiliated networks.

   Advertiser understands and agrees that its Ads may be placed on any content or property controlled by Earnify, and/or any other content or property provided by its independent third party Publishers. Advertiser authorizes and consents to all such placements. Advertiser agrees that all placements of Ads shall conclusively be deemed to have been approved by Advertiser unless Advertiser produces contemporaneous documentary evidence showing that Advertiser expressly disapproved of any such specific placements. Where provided for through functionality of the Service, Advertiser may control which Publishers place its Ads or modify the placement of Ads via tools provided by the Service. Advertiser may pause an Ad Campaign at any time by using the tools provided on the Advertiser account dashboard. Although pausing should occur instantaneously, Advertiser agrees that some residual Clicks (defined below) may occur and agrees to pay for such Clicks. Earnify may pause any Ad Campaign in the event that Advertiser’s funds have been exhausted or at Earnify’s sole discretion. In the event of an Ad Campaign pause by Earnify, Earnify may, but is not required to, provide notice to Advertiser.

   After registering and properly paying for the Service, Earnify grants you a personal, non-exclusive, revocable, commercial, limited license to download our mobile application or other downloadable software. If you are accessing the Service via the internet Earnify grants you access to the Service with the same restrictions as our license grant. As an Advertiser, you do not receive any ownership interest in any portion of the Service; you merely receive the revocable rights listed above. All rights not explicitly granted are reserved for Earnify. Please be aware that you are responsible for your use of the Service. Additionally, as an Advertiser, you agree to abide by the following: (a) you may not decompile, reverse engineer, disassemble, modify, distribute, or create derivative works or improvements to the Service or any portion of it; (b) you may not share your license or access with any other parties, except as provided for in this Agreement; (c) you may not violate or infringe other people's intellectual property, privacy, or other rights while using the Service; (d) You may not violate any laws, rules or procedures of Australia or the United States; (e) you may not violate any of our additional policies or attempt to circumvent our Service in anyway ; (f) you may not use the Service on a computer that is used to operate nuclear facilities, life support, or other mission critical applications where life or property may be at stake; (g) you may not sell, lease, loan, distribute, transfer, or sublicense the Service or access to it or derive income from the use or provision of the Service unless enabled through the functionality of the Service; and (h) you are solely responsible for all password(s) and account information and take full responsibility for Advertiser’s own, and third party, use of any Advertiser accounts. Please be aware that this is not an all-encompassing list of restrictions, if you breach any of these restrictions, we may revoke your license or your access to use the Service at our discretion. Additionally, we may revoke your license, terminate the Service to you, or restrict your access to the Service if we believe, at our sole discretion, that your actions may harm us or any of our business interests. Failure by us to revoke your license or restrict access does not act as a waiver of your conduct. Nothing in this Agreement obligates Earnify to continue providing Service to any Advertiser. Earnify may discontinue, modify, interrupt, change, update, or terminate the Service or any portion of the Service at any time and at its discretion.

3. PAYMENT

   Advertiser agrees to pay Earnify for all Ads published by Earnify on a Cost Per Click (“CPC”) basis. A “Click” means a click by an Internet user on the relevant Ad served, including but not limited to, clicking on a link tracked by the Earnify Service and landing on Advertiser’s web site. Advertiser’s account dashboard shall display the number of Clicks along with the CPC for each Click made. Earnify has no obligation to extend credit or initiate any Campaign prior to receipt of advanced payment. Where required Earnify may require Advertiser to pre-pay or deposit funds before any Service is provided to Advertiser. Where such advance amounts have been paid, the balance will be displayed on Advertiser’s account dashboard. Where such pre-pay or deposits are required, Advertiser authorizes Earnify to charge its payment method on file. By executing this Agreement, as the legal agent of Advertiser, you attest that you have the authority to bind Advertiser to all payment terms, and shall remain jointly and severally liable for any unpaid invoices under the terms of this Agreement.

   Time is of the essence with regards to all payment terms in this Agreement. Failure to make timely invoice payments is grounds for termination of Agreement by Earnify. Where Advertiser has a credit card or other direct payment method on file, Advertiser authorizes Earnify to charge that method immediately upon receipt of any payment invoice. Where Advertiser has provided a pre-pay or deposit, upon receipt of a payment invoice Earnify shall immediately deduct all fees from Advertiser’s account. In the event of an invoice, Advertiser agrees that it shall be liable for payment of all invoices on the date listed and no later than net-30 days to Earnify. Where Advertiser fails to pay in a timely manner Advertiser agrees to pay any associated collection expenses resulting from failure to make timely payment. Advertiser agrees it will not enact any chargeback or refund process against any credit card used. Further, Advertiser represents and warrants that it will furnish payment on all invoices, notwithstanding any non-payment to Advertiser by any third party including, and without limitation, Advertiser’s client(s) or customers. Earnify’s failure to invoice Advertiser shall not constitute a waiver of: (a) any amounts due and owing to Earnify by Advertiser and (b) any claims by Earnify of Advertiser’s breach of this Agreement. In the event of Advertiser’s default relating to the timely payment of any invoice, Earnify shall have the right to immediately terminate this Agreement, and Advertiser will remain liable for any monies due to Earnify. Payment not made within thirty (30) days of the due date shall accrue interest at the rate of 1.5% per month or any fraction thereof, or if less, the highest rate permitted under law. All costs of collection, including reasonable attorney’s fees, service, judgment and court costs and related expenses incurred by Earnify shall be borne by Advertiser. Advertiser shall pay all sales, use, excise, VAT, and other taxes which may be levied upon either Party in connection with this Agreement.

4. REPORTING AND FRAUD

   Reporting on Clicks shall be based on Earnify’s Services and all invoicing will be based on the gross counts generated by Earnify’s electronic reporting system. In the case of discrepancy between Earnify’s reporting and Advertiser’s in-house tracking mechanisms, payment will be based on the numbers shown by Earnify. Earnify employs reasonable Click fraud detection mechanisms and shall employ such mechanisms before reporting any Clicks to Advertiser. Advertiser understands and agrees that while Earnify employs industry standard fraud detection mechanisms, all fraud detection mechanisms are not infallible and may result in errors.

   If Advertiser disputes the reported number of Clicks in any invoice, Advertiser shall provide Earnify with a written statement and any supporting documentation providing its reasons for the dispute. Such statement must be provided to Earnify no later than seven (7) days of such disputed Click being invoiced or charged, after such period Advertiser waives any right to dispute the reported number of actions and the amount stated on an invoice. The Parties agree to use best efforts to resolve any reporting disputes within seven (7) days after Advertiser provides written notice of such dispute. If Advertiser believes that any Actions have been generated by fraud on the part of any Publisher, and Advertiser can provide documentation to Company proving fraud to Earnify’s reasonable satisfaction within seven (7) days of the date of the suspected fraudulent Click, then Advertiser will not be responsible for paying monies owed for the traffic and fraudulent leads generated.

   Earnify actively monitors Clicks and other activities for potential fraud. If Earnify suspects that Advertiser’s account has been used in a fraudulent manner, your account may be deactivated at Earnify’s discretion and without notice. Earnify reserves sole judgment in determining fraud and Advertiser agrees to be bound by any and all such determinations. It is the OBLIGATION of Advertiser to prove, to the satisfaction of Earnify, that Advertiser has NOT engaged in fraud when suspected by Earnify, and that Advertiser’s account has been subject to fraudulent actions, clicks, and/or traffic, when so alleged. If Advertiser is unable to provide Earnify with satisfactory evidence of any alleged fraud and/or dispute within seven (7) days of such being requested by Earnify, or within seven (7) days that such allegation of fraud, then all such charges shall be accepted by you without further right to dispute, all charges shall be final, and Earnify reserves the right to terminate Advertiser’s account, at its sole discretion.

   Earnify may require access to Advertiser’s website or Linked Content in order for the Services to operate properly. Advertiser agrees to comply with Earnify’s reasonable requests for access to Advertiser’s website, financial information, and/or Linked Content. Advertiser authorizes Earnify to obtain credit reports and other information relating to Advertiser’s credit worthiness. Failure to comply may result in the termination of all Services provided.

5. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

   Each Party represents and warrants that: (a) it is a corporation duly incorporated, validly existing and in good standing under the laws of its state of incorporation; (b) it has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) it has obtained all licenses, authorizations, approvals, consents or permits required to perform its obligations under this Agreement and to conduct its business; (c) this Agreement has been duly and validly executed and delivered by such Party and constitutes the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms; (d) the execution, delivery and performance of this Agreement by such Party will not constitute a violation of any applicable law or regulation or any judgment, order or decree, a material default under any material contract by which it or any of its material assets are bound or an event that would, with notice or lapse of time, or both, constitute such a default.

   Advertiser represents and warrants it is solely responsible for any liability arising out of or relating to any Ad provided by Advertiser hereunder and any material to which Internet users can link through such Ad (“Linked Content”). Advertiser represents and warrants that no part of the Ads or Linked Content will: (a) infringe upon any third party copyright, patent, trademark, trade secret or other proprietary or intellectual property rights; (b) violate any rule or regulation passed by the Australian Competition and Consumer Commission (“ACCC”) (c) violate any law, statute, ordinance or regulation, including, without limitation, Section 5 of the Federal Trade Commission (“FTC”) Act and other statutes or regulations prohibiting unfair or deceptive marketing practices, the CAN-SPAM Act, the Telephone Consumer Protection Act, the FTC’s Telemarketing Sales Rule, the Federal Reserve Board’s Regulation E, FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, and other consumer protection laws, regulations, and guidelines; (d) be defamatory or constitute libel; (e) be racist, contain hate speech, pornographic or obscene material; (f) contain gratuitous violence or profanity (g) contain investment, money-making opportunities or advice not permitted under law (h) contain material that misrepresents, abuses, or threatens physical harm; (i) contain illegal substances or activities such as illegal online gambling, how to build a bomb, or counterfeiting money; (j) links to other ad networks; (k) contain software pirating or other intellectual property violations; or (k) contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Advertiser also represents and warrants that (a) it has all intellectual property and other rights and licenses necessary to permit the use and/or display of the Ads and the Linked Content; (b) the product or service that is being promoted through any Ad Campaign hereunder is not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities; (c) the terms of any offer presented in the Ad or any Linked Content shall be clearly and conspicuously disclosed to consumers in compliance with current Australian and US federal and state laws, regulations, and guidelines; (d) it has proper, documented substantiation for any claims, testimonials, endorsements, and other promotional materials used in the Ad or the Linked Content to sell its products or services, including (as applicable) that such claims, testimonials, endorsements, and other promotional materials are truthful, factually accurate, substantiated by scientific evidence, non-deceptive, non-misleading, and/or represent the honest opinions, findings, beliefs and/or experiences of the endorser, (e) it will fulfill add commitments made in its Ads, and (f) using the Service will not violate any of Advertiser’s privacy policies; (f) no Ad is targeted to children under the age of 13 and/or the Ad does not contain products or services that are illegal for children/minors to participate in or purchase; and (g) any and all claims and statements used in the Ad have been vetted by proper legal counsel for Advertiser.

   Advertiser agrees to indemnify, defend and hold harmless Earnify, its parent, successors, subsidiaries, and Publishers and their respective directors, officers, agents and employees for any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys’ fees and expenses) incurred or arising from: (i) any breach of its representations and warranties or any other material term of this Agreement; (ii) any claim arising or resulting from the sale or license of Advertiser’s goods or services as promoted in the Ads; or (iii) any other act, omission or misrepresentation by Advertiser directly or indirectly related to this Agreement. In the event of indemnification Earnify shall have the right to choose legal counsel and control settlement.

   Earnify reserves the right to reject or remove any Ad or Linked Content embodied within an Ad at any time in the event Earnify determines in its sole reasonable discretion that such Ad or Linked Content does not meet Earnify standards or comply with this Agreement, or that such Ad or Linked Content is unlawful or inappropriate. Earnify also reserves the right to demand third party verification for any claims made in any Ad and to terminate this Agreement in the event that such verification is not promptly provided or is unsatisfactory, in Earnify’s sole discretion. Notwithstanding the foregoing provisions, Earnify has no obligation to monitor Ads or Linked Content for compliance with applicable laws or regulations and shall have no liability for any violation of same. Advertiser acknowledges that in providing Earnify with the ability to publish and distribute the Ads through the Service, Earnify is acting only as a passive conduit for the distribution and publishing of such Ads, and has not reviewed them for regulatory compliance, and makes no warranties about their fitness for a particular purpose.

6. CONFIDENTIALITY

   Any communications, reports, earnings, content, or other information shared by Earnify with its Advertisers is confidential ("Confidential Information"). In addition, Advertiser acknowledges that all non-public information, data and reports received from Earnify hereunder or as part of the services hereunder is proprietary to and owned by Earnify. Advertiser agrees not to disclose any such Confidential Information including transaction history, to any third party without the express written consent of Earnify. All Confidential Information is or may be protected by copyright, trademark, trade secret and other intellectual property law, as appropriate. Publisher agrees not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information in any manner. These non-disclosure obligations shall survive the termination of this Agreement for a period of three (3) years. This section does not bind Earnify or Advertiser in the event that such information is required to be disclosed by operation of law. This section does not apply to any information that is publicly available through no fault of the Advertiser or already known to Advertiser. If a request is made of Advertiser to disclose any Confidential Information, Advertiser must immediately inform Earnify via written notice sufficiently promptly to allow Earnify to seek a Protective Order prior to the time commanded to produce or disclose such Confidential Information, and Advertiser agrees to cooperate in whatever way Earnify requests to attempt to protect that information from disclosure by operation of law. However, Earnify may publicly announce its contractual relationship with Advertiser, which includes being on a listing of Earnify Advertisers in general corporate materials, Earnify’s website, and in industry standard press releases.

7. LIMITATIONS ON LIABILITY

   In no event shall Earnify be liable to Advertiser or any third party for any special, indirect, incidental, actual, punitive or consequential damages or losses (including, without limitation, for breach of contract, warranty, negligence or strict liability) for interrupted communications, loss of use, lost data or lost business, income, revenue, or profits, arising out of or in connection with this Agreement, even if Earnify has been previously advised of the possibility of their occurrence. In the event that such limitation of liability is not legally permitted in any applicable jurisdiction, Earnify will no be liable to Advertiser or any third parties for an amount greater than the net received hereunder within the previous six (6) month period of the incident leading to the liability.

8. DISCLAIMER OF WARRANTIES

   Earnify shall not be liable or responsible for anything related to Advertiser or Advertiser’s Ads or Ad Campaigns including, but not limited to, the receipt and/or collection of data, information, or queries from end users of your website, service, or product, or the transmission of any information or data between you, your website, third party landing pages, publisher pages, and Earnify. Earnify is not required to notify you of any problems or issues relating to our Services or the placement of your Ads.

   EARNIFY PROVIDES ITS SERVICE, AND ALL ITS SERVICES AND THE SERVICES OF ITS PUBLISHERS AND PARTNERS, ON AN “AS IS,” “WHERE IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD, EARNIFY’S SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS COMMERCIALLY PRACTICABLE. EARNIFY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY OTHER WARRANTY REGARDING QUALITY, ACCURACY, COMPLETENESS, RELIABILITY, OR PERFORMANCE. EARNIFY DOES NOT WARRANT OR GUARANTEE PUBLISHER COMPLIANCE WITH LAWS AND REGULATIONS, CONVERSION RATES, PAY-UP RATES, RESPONSE RATES OR ABILITY TO CONVERT RESPONSES TO ADS INTO SALES. ALL SERVICES ARE CONTINGENT UPON EARNIFY’S ABILITY TO PROCURE NECESSARY ON-LINE ACCESS AND EARNIFY IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.

9. TERMINATION

   This Agreement shall commence upon execution of this Agreement or use of the Service by Advertiser and shall remain in full force and effect until terminated by the Parties. Either Party may terminate this Agreement if the other Party is in breach, and will notify the other Party in writing of such breach. Notwithstanding the foregoing, Advertiser may terminate this Agreement by cancelling the Service via the Advertiser online account dashboard or by notifying Earnify at [email protected]. Earnify may terminate this Agreement by notifying Advertiser via the account dashboard or by email or mail at the address listed in Advertiser’s account information. In the event of termination, Advertiser shall remain liable for all costs, fees and charges accrued, incurred and/or owing to Earnify through the date of termination of this Agreement, as well as any and all other liabilities described in this Agreement.

10. DISPUTE RESOLUTION

    Before undertaking any arbitration or litigation, both parties will make reasonable efforts good faith efforts to resolve all disputes informally, including by means of a conference between corporate officers of Earnify and Advertiser who have authority to resolve the dispute.

11. GOVERNING LAW AND ARBITRATION

    This Agreement shall be governed by, interpreted and construed in accordance with the laws of the State of Queensland, Australia. Any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the Australian Centre for International Commercial Arbitration Rules (“Rules”). The seat of arbitration shall be in Brisbane, QLD, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one and each Party will bear its separate costs in filing any claims for arbitration. Where the Parties cannot agree on an arbitrator, the arbitrator shall be selected in accordance with the Rules. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. Where allowed by the Rules, Earnify may make any and all appearances telephonically. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Where such arbitration is disallowed by law or statute, you agree that any dispute arising from or relating to this Agreement will be heard solely by a court of competent jurisdiction located in the state of Queensland, Australia and each Party shall be responsible for its separate costs and legal fees. If you bring a dispute in a manner other than in accordance with this section, you agree that we may move to have it dismissed, and that you will be responsible for our reasonable attorneys’ fees, court costs, and disbursements in doing so.

12. INTERPRETATION AND SEVERABILITY

    In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the Parties to this Agreement, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect. The Parties agree that this Agreement has been mutually drafted and any ambiguities will be interpreted by their plain meaning and not against the drafter. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

13. ENTIRE AGREEEMENT AND ASSIGNMENT

    This Agreement along with the Terms of Use, and Privacy Policy set forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter of this Agreement. In the event this Agreement conflicts with the Terms of Use or the Privacy Policy, this Agreement shall control and supersede. This Agreement is non-exclusive to Earnify and Earnify shall have the right to enter into similar agreements with other third parties.

    Advertiser may not assign this Agreement without Earnify’s prior written consent. Earnify may assign all or a portion of its duties and obligations hereunder to any corporate affiliate, successor and/or other third party upon notice to Advertiser. Subject to the foregoing, the terms of this Agreement will be fully binding upon, and inure to the benefit of and be enforceable by, the parties’ respective successors, heirs, executors, administrators and permitted assigns.

14. MODIFICATIONS AND AMENDMENTS

    Earnify reserves the right to modify or amend this Agreement from time to time. In the event that such modification is material Earnify shall notify Advertiser. Advertiser must re-accept the Agreement or discontinue use of the Service immediately.

15. ELECTRONIC COMMUNICATIONS

    The communications between Advertiser and Earnify use electronic means either via email or via the Earnify website. For contractual purposes, you (1) consent to receive communications from Earnify in an electronic form; and (2) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Earnify provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

16. NOTICES

    All notices, claims and other communications for Earnify hereunder will be in writing delivered to [email protected]. All notices to Advertiser shall be delivered via the account dashboard or to the email or address listed in Advertiser’s account information.

17. Force Majeure

    Earnify shall not be liable to Advertiser by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, zombies, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Earnify.

18. Contractual Relationship

    Earnify is acting as an independent contractor in performing any services contemplated under this Agreement and the relationship between the Earnify and Advertiser shall not constitute a partnership, agency, joint venture or employer/employee relationship. Neither Earnify nor any of Earnify's employees (a) is an employee, agent or legal representative of Advertiser, or (b) shall have any authority to represent Advertiser or to enter into any contracts or assume any liabilities on behalf of Advertiser. Neither Advertiser nor Advertiser’s employees or agents (a) is an employee, agent or legal representative of Earnify, or (b) shall have any authority to represent Earnify or to enter into any contracts or assume any liabilities on behalf of Earnify.

19. CUMULATIVE RIGHTS

    Except as otherwise specified, any rights and remedies granted to a Party under this Agreement are cumulative and not in addition to, in lieu of, or instead of any other rights or remedies which the other Party may have at law or in equity.

20. AGENTS

    Advertiser represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Advertiser advertises (a "Principal"), and (b) as between Principal and Advertiser, the Principal owns or has paid for any and all rights to any Ads or Ad Campaigns in connection with the Services.

21. Survival

    All portions of this Agreement that would reasonably be believed to survive termination of this Agreement shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Arbitration, Confidential Information, Disclaimers, Indemnity, and Payment sections.

Last Updated: August 28, 2016