LegalZoom Display Advertising Terms and Conditions

LegalZoom Display Advertising Terms and Conditions

Media Company’s signature on the MSA constitutes Media Company’s acceptance of these Display Advertising Terms and Conditions (“Terms”). LegalZoom may change these Terms at any time by providing forty-five (45) days’ written notice to Media Company (including email). Execution of an Insertion Order constitutes acceptance of the current version of the Terms. When fully executed, the MSA, any Insertion Orders, and these Terms contain the entire agreement between LegalZoom and Media Company with respect to the subject matter set forth in the Insertion Order (the “Agreement”) and supersede any and all other agreements, schedules, standard terms and conditions, invoices, shrink-wrap, click-wrap, or any other related documents, and communications, written or oral, express or implied with respect thereto. In the event of a conflict between these Terms, any Insertion Order(s) and the MSA, these Terms will govern, unless expressly stated and approved by LegalZoom in an Insertion Order. In the event of a conflict between any Insertion Order and the MSA, the Insertion Order will govern. Each Insertion Order will be governed by the MSA and Terms whether such Insertion Order makes specific reference to those terms or not.

Section 1. Certain Definitions

“Ads” means any advertisement (which may include LZ Marks) that is approved in final form by LegalZoom in each instance prior to initial public display as described in a specific Insertion Order.
“Affiliate” means all business entities controlled by, controlling, or under common control with a Party.
“Authorized Purchases” means any purchase made by Media Company on LegalZoom’s behalf pursuant to the authority expressly granted to Media Company by LegalZoom in this MSA or Insertion Order.
“Claim” means any action, cause of action, suit, claim, demand, subpoena, settlement, judgment, controversy, obligation, damage, cost, lien, fine, penalty, charge, court cost, payment, loss, or liability.
“CPA Deliverables” means Deliverables sold on a cost per acquisition basis.
“CPC Deliverables” means Deliverables sold on a cost per click basis.
“CPL Deliverables” means Deliverables sold on a cost per lead basis.
“CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.
“Confidential Information” has the meaning ascribed to such term in Section 8.1.
“Customer Information” means information about LegalZoom’s customers or potential customers that is provided by LegalZoom to Media Company or gathered by Media Company under the MSA or any IO. Such Customer Information may include, without limitation, customer name, address, contact information, payment information, IP address, cookies, date and time of visit to LegalZoom’s website, LegalZoom’s website pages visited and merchandise viewed or purchased.
“Deliverables” means the inventory delivered by Media Company (e.g., impressions, clicks, or other desired actions) as specified in each applicable IO.
“Disclosing Party” means the Party disclosing Confidential Information. Except as otherwise indicated herein, the term “Disclosing Party” also includes its Affiliates.
“Insertion Order” or “IO” means a duly executed insertion order that incorporates these Terms, under which Media Company will deliver Ads on Sites for the benefit of LegalZoom.
“LZ Marks” shall mean LegalZoom’s trade names, trademarks, service marks, logos, other branding elements and other intellectual property used by LegalZoom in identifying its business that are sent to Media Company for the express purpose of displaying Ads.
“Major Expenses” shall mean all Authorized Purchases made by Media Company on LegalZoom’s behalf that amount to more than $500, unless stated otherwise in an Insertion Order.
“Media Company Properties” are websites that are owned, operated, or controlled by Media Company.
“Network Properties” means websites that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads.
“Receiving Party” means the recipient of Confidential Information. Except as otherwise indicated, the term “Receiving Party” also includes its Affiliates.
“Record Retention Period” has the meaning set forth in Section 11.1.
“Related Parties” shall mean a Party, its Affiliates and each of their respective mirror, co-branded or derivative websites, licensors, officers, directors, agents, servants, employees, divisions, subsidiaries, shareholders, partners, agents and/or members.
“Site” or “Sites” means Media Company Properties and Network Properties.
“Third Party Ad Server” means a third party that will serve and/or track Ads.

Section 2. Media Company Obligations

Insertion Orders. From time to time, the Parties may execute written IOs specifying: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, and (iv) the start and end dates of the campaign. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected. If an IO purports to amend these Terms or the MSA, it must specifically reference the section it is superseding.
Publication of Ads. Media Company shall use the Ads only as expressly permitted in this Agreement and only in the manner and to the audience expressly set forth in an Insertion Order. Media Company shall not modify, sell, create derivatives, transfer, transmit, assign, pledge or otherwise use any of the Ads except as otherwise expressly permitted herein and only in accordance with the terms of an Insertion Order.
1. Changes to Site. Media Company will use commercially reasonable efforts to provide LegalZoom at least ten (10) business days prior notification of any material changes to the Site that would materially change the target audience, materially affect the size or placement of the Ad specified on the applicable IO, or violate Section 2.2.3 below. Should such a modification occur with or without notice, LegalZoom may cancel the remainder of the affected placement without penalty within the 10-day notice period. If Media Company has failed to provide such notification, LegalZoom may cancel the remainder of the affected placement within thirty (30) days of such modification and, in such case, will not be charged for any affected Ads delivered after such modification.
2. Network Properties. If set forth in an Insertion Order and such agency authority is granted Media Company in the MSA, Media Company will purchase advertising space from third parties to display Ads on Network Properties on behalf of LegalZoom. The specifications of the Ads, media, frequency, and other terms associated related to their display will be set forth in a duly executed Insertion Order or communicated by LegalZoom in writing (including by email).
3. Content Restrictions. Media Company will use its best efforts to ensure that Ads are not placed on Sites or adjacent to other advertisements that: (i) promote racism, hate-mongering or other objectionable content; (ii) contain any investment or money-making opportunities or advice not permitted by applicable laws, rules and regulations; (iii) contain any gratuitous violence or profanity; (iv) contain any material that defames, libels, abuses or threatens physical harm to others or that is otherwise illegal; (v) contain any explicit, vulgar or obscene language; (vi) contain or post to any sexually explicit images or other offensive content; (vii) promote adult services; (viii) promote illegal substances or other illegal activities and (iv) promote software piracy.
4. Alterations. Media Company may not edit or modify any LZ Marks or Ads without LegalZoom’s prior written consent.
Section 3. Intellectual Property
1. License. LegalZoom hereby grants to Media Company a limited non-exclusive, non-assignable, revocable license to display Ads on Sites for the purpose of providing the Deliverables during the Term, in strict compliance with the terms and conditions of this Agreement.
  1. Other than the license granted by LegalZoom above, no other right or license is granted by LegalZoom to Media Company, either express or implied, with respect to any other trademark, trade name, copyright, or other intellectual property right owned, possessed, or licensed by or to LegalZoom. LegalZoom shall have the right to use, edit, modify, license, assign, register, cease to use, cease Media Company’s usage, or take any other action regarding the Ads at any time.
  2. Media Company shall not, and shall not assist any third party to, register or attempt to register any portion of the Ads or any colorable variation thereof as a trademark, service mark, copyright, trade dress, patent or otherwise in its own name, and Media Company will cooperate fully as requested by LegalZoom in connection with any registration of any portion of the Ads by LegalZoom.
  3. Media Company acknowledges and agrees that, between the Parties, LegalZoom owns all rights, title and interest in the Ads and nothing in this Agreement shall confer to Media Company or any of its Affiliates any right of ownership in the Ads.
2. Keyword Buy Policy. Media Company shall adhere to the following principles of LegalZoom's Keyword Buy Policy:
  1. For purposes of this Section, the term "Keyword Buy" means the purchase of rights to direct presentation of the purchaser's Ads in response to search queries using the given keyword in a Search Engine. The term "Search Engine" means any software that acts as a service by searching an index or database on the Internet and returns relevant matches based on information typed into a search query.
  2. LegalZoom owns the trademark "LegalZoom.com." Media Company shall not bid on "LegalZoom," "LegalZoom.com," or "www.LegalZoom.com," or any other mark that is confusingly similar to or a derivative of such marks or LegalZoom's name, including, without limitation, misspellings, with any Search Engine. Any such bid shall be considered and treated as an infringement of LegalZoom's intellectual property rights.
  3. Media Company shall not use links that automatically redirect a user to the LegalZoom website in its search ads.
  4. Media Company shall not use "LegalZoom" or any variation of LegalZoom in its search ad creative content.
  5. Notwithstanding the foregoing, nothing in this Agreement is intended or should be construed to prohibit or limit Media Company's rights and abilities to promote the Media Company website and Media Company products by any media, including, without limitation, via "pay-per-click" Ads and, within the limitations set forth in this Section, Media Company may participate in Keyword Buys through Search Engines to promote the goods and services offered via the Media Company Website.
3. Goodwill of the Ads. Media Company recognizes the great value of the goodwill associated with the Ads, and acknowledges that the Ads and all rights therein, and goodwill pertaining thereto, belong exclusively to LegalZoom. Media Company agrees that it will not, during the Term or thereafter, attack the title or any rights of LegalZoom in and to the Ads or attack the validity of the license granted hereunder.
4. Media Company’s Intellectual Property. Media Company may utilize certain proprietary software, scripts, materials, or tools that were not designed, licensed, or otherwise created for the specific purpose of fulfilling the deliverables to LegalZoom (“Media Company Tools”). To the extent Media Company uses Media Company Tools in the fulfillment of the Deliverables, Media Company grants LegalZoom a non-exclusive, royalty-free, perpetual, irrevocable license to use the Media Company Tools that are incorporated into any Deliverable for LegalZoom’s specific purpose set forth in the Insertion Order. LegalZoom will not reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code or underlying algorithms of the Media Company Tools.
Section 4. Third Party Ad Tracking
1. Ad Tracking. Unless otherwise specified in an IO, Deliverables will be tracked using a Third Party Ad Server selected by LegalZoom and such Third Party Ad Server’s records shall be the controlling measurement for all Deliverables under any IOs.
2. Discrepant Measurement. If there is a discrepancy between the controlling measurement and Media Company’s measurement of greater than 10% over the invoice period and the controlling measurement is lower, the parties will use good faith efforts to reconcile the Media Company and Third Party Ad Server measurements. If the discrepancy cannot be resolved within thirty (30) days, LegalZoom reserves the right to either:
  1. Consider the discrepancy an under-delivery of the Deliverables as described in Section 5.5, with the parties making an effort to agree upon the conditions of a makegood flight, or
  2. Pay the invoice or receive a pro-rated refund (if Fees have been pre-paid) based on controlling measurement-reported data, plus a ten percent (10%) upward adjustment to delivery.
Section 5. Payment and Makegoods
1. Invoices. Unless otherwise specified in an IO, Media Company will submit a written invoice to LegalZoom within thirty (30) days of the later of the IO’s Execution and the fulfillment of all Deliverables. LegalZoom will pay each accurate and undisputed invoice within forty-five (45) days of receipt.
2. Late Fees. All amounts owed by LegalZoom to Media Company hereunder that are not timely paid according to the terms of this Agreement, after written notice of late payment to LegalZoom, shall bear interest at a rate of one half percent (0.5%). In the case of late payment by LegalZoom, Media Company will not suspend the Deliverables unless Media Company provides express written notice of intent to suspend and allows LegalZoom five (5) business days to cure.
3. Taxes. Each Party will be responsible for its own taxes, unless otherwise stated in an Insertion Order.
4. Notification of Under-delivery. Media Company will monitor delivery of the Ads and Deliverables, and will notify LegalZoom either electronically or in writing as soon as possible (and no later than 14 days before the applicable IO end date unless the length of the campaign is less than 14 days) if Media Company believes that an under-delivery is likely. In the case of a probable or actual under-delivery, LegalZoom and Media Company may arrange for a makegood consistent with these Terms.
5. Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels as set forth in an IO, and/or if there is an omission or misplacement of any Ad, LegalZoom and Media Company will use commercially reasonable efforts to agree upon the conditions of a makegood campaign. If no makegood can be agreed upon, LegalZoom will receive a credit equal to the value of the under-delivered portion of the IO for which it was charged. In no event will Media Company provide a makegood or extend any Ad beyond the period set forth on the IO without the prior written consent of LegalZoom.
6. Unguaranteed Deliverables. If an IO contains CPA Deliverables, CPL Deliverables, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery, and makegoods are not available.
Section 6. Representations and Warranties
1. Mutual Representations. Each Party represents and warrants to the other Party that as of the Effective Date and for the duration of the Term:
  1. It has the full right, power, and authority to enter into this Agreement and perform its obligations hereunder;
  2. When the MSA is signed by it, this Agreement shall constitute a valid and binding obligation of such Party, enforceable in accordance with its terms; and
  3. It or its officers or directors are not a party to any pending litigation or investigation which could adversely affect its obligations hereunder; and
  4. It maintains a comprehensive information security program that is appropriate for its business, taking into consideration the following factors: size, scope, and type of business; resources available; the amount and type of personal information in each party’s possession or care; each party’s need for security and confidentiality of personal information in its possession or care; and all applicable laws.
2. Media Company Representations. Media Company represents and warrants to LegalZoom that as of the Effective Date and for the duration of the Term:
  1. Media Company shall provide the Deliverables and perform its obligations hereunder in strict accordance with all applicable laws, rules, regulations, codes, permits, licenses, and standards of government agencies, authorities, and self-regulatory organizations with jurisdiction over, governing or relating to Media Company its business, or to the subject matter of this Agreement; and
  2. Media Company shall perform its obligations in a good and workmanlike manner consistent with high industry standards and practices.
Section 7. Agency, Authority to Act, and Non-Exclusivity
1. Agency Authority. If Media Company has agency authority, as indicated on the MSA, Media Company is hereby retained on a non-exclusive basis to represent LegalZoom for the limited purpose set forth in the Insertion Order, and only to the extent such authority is expressly stated in such Insertion Order. Media Company is authorized to enter into contracts with third parties, upon LegalZoom’s prior written approval, to place Ads on Network Properties.
2. Authorized Purchases. All Authorized Purchases need to be (a) set forth in an Insertion Order, (b) necessary for the fulfillment of the Deliverables, (c) contain no mark-up, unless specifically authorized by LegalZoom, and (d) used solely for the benefit of LegalZoom. LegalZoom assumes full liability and responsibility for all Authorized Purchases resulting from contracts with such third parties. Any Major Expenses need to be authorized by LegalZoom in writing prior to purchase by Media Company (including by email).
3. If Media Company does not have agency authority, as indicated on the MSA, each Party acknowledges and agrees that neither Party nor its Related Parties shall have any authority or obligation to engage in or execute any contract on behalf of the other Party or solicit, negotiate, bind the goods, services, or course of business of such other Party.
4. Media Company and LegalZoom expressly agree that neither any provision of this Agreement nor any amendment of this Agreement shall prohibit or otherwise restrict LegalZoom from entering into any discussions, negotiations or agreements pursuant to which LegalZoom recommends, refers, endorses, sponsors, promotes, advertises or otherwise engages in business with any other entity, including, but not limited to, entities that offer the same products or services offered by Media Company. Both Media Company and LegalZoom understand and agree that LegalZoom shall in no way, be limited or restricted from entering into similar agreements with direct competitors of Media Company prior to, during, or after the term of this Agreement.
Section 8. Confidential Information
1. Definition. In the course of this Agreement, the Parties may exchange certain Confidential Information. “Confidential Information” means any nonpublic information disclosed by the Disclosing Party to the Receiving Party, either directly or indirectly, in writing, orally or by inspection of tangible objects (including, without limitation, documents, prototypes, samples, plant and equipment), and designates such information as being confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential by the Receiving Party. Confidential Information includes, without limitation, information in tangible or intangible form, including notes made by the Receiving Party, relating to and/or including Disclosing Party’s released or unreleased services or products; marketing plans and strategies; business processes, policies or practices; individual or aggregated Customer Information; and information received from others that Disclosing Party is obligated to treat as confidential.
2. Exceptions. Confidential Information shall not, include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (ii) becomes publicly known and made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (iii) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files and records immediately prior to the time of disclosure; (iv) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; (v) is independently developed or acquired by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession; (vi) is required by law to be disclosed by the Receiving Party, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure; or (vii) is required by any governmental authority or exchange having jurisdiction of a Party’s securities, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to such disclosure.
3. Non-use and Nondisclosure. Each Party agrees not to use any Confidential Information of the other Party for any purpose except as reasonably necessary under this Agreement. Each Party agrees not to disclose any Confidential Information of the other Party to third parties or to such Party’s employees and consultants, except to those employees and consultants of the Receiving Party with a need to know basis in order for the Receiving Party to fulfill its obligations hereunder or applicable law. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other Party’s Confidential Information and which are provided to the Party pursuant to this Agreement.
4. Maintenance of Confidentiality. Each Party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other Party. Without limiting the foregoing, each Party shall take at least those measures that it takes to protect its own Confidential Information and shall ensure that its employees and/or consultants who have access to Confidential Information of the other Party have signed a non-use and non-disclosure agreement in content similar to the provisions hereof, prior to any disclosure of Confidential Information to such employees and/or consultants.
5. Reproduction. Confidential Information shall not be reproduced in any form except as reasonably required to accomplish the intent of this Agreement. Where applicable, each Party shall reproduce the other Party’s proprietary rights notices on any such Confidential Information, in the same manner in which such notices were set forth in or on the original.
6. Return of Materials. All documents and other tangible objects containing or representing Confidential Information which have been disclosed by the Disclosing Party to the Receiving Party, and all copies thereof which are in the possession of the Receiving Party, shall be and remain the property of the Disclosing Party. Each Party shall return to the other Party or, at its option, destroy all of the other Party’s Confidential Information in its possession or control upon termination of this Agreement or at the other Party’s request at any other time. Each Party shall, upon request, provide the other with an affidavit of destruction for any of the other’s Confidential Information it elects to destroy under this Section 8.6.
7. Customer Information. If Media Company has access to Customer Information, Media Company may not use this information for any reason other than fulfilling its obligations under this Agreement and as expressly authorized in the Insertion Order. Media Company shall hold Customer Information in the strictest confidence. Notwithstanding the foregoing, if the Parties mutually agree in an Insertion Order, Media Company may aggregate Customer Information and use such aggregated data for the business purpose set forth in the applicable Insertion Order provided that no personally identifiable information of any customer can be associated with the data or its use. A breach of this Section 8.7 by any acts or omissions of Media Company, its employees, agents, service companies or subcontractors, including any unauthorized disclosure of Customer Information, shall constitute a material breach of this Agreement.
Section 9. Insurance & Indemnification
1. Insurance. Each Party shall, during the term of this Agreement, and for a period of one (1) year thereafter, procure and maintain, at its own cost and expense, liability insurance in amount reasonably expected in its industry, but in no event less than necessary to meet its obligations hereunder. Notwithstanding the foregoing, at a minimum, each Party shall procure and maintain during the term of this Agreement (i) general liability insurance covering bodily injury and property damage in the amount of $1,000,000 per occurrence and (ii) workers compensation with limits meeting applicable statutory requirements. Within seven (7) calendar days of LegalZoom’s request, Media Company shall deliver to LegalZoom certificates of insurance evidencing the requirements in this Section.
2. Indemnification.
  1. To the fullest extent permitted by law, LegalZoom shall defend, indemnify and hold harmless Media Company and its Affiliates from any and all Claim(s) which may be asserted against, imposed upon, or suffered by Media Company and any of its Affiliates, or which may be claimed by any person as a result of, arising out of or related to (a) the breach or violation of any LegalZoom’s representations, warranties or obligations in this Agreement, (b) the violation of third party rights, including infringement, due to the content or subject matter of any Ad used by Media Company in accordance with these Terms or an IO, and (c) LegalZoom’s gross negligence and willful misconduct.
  2. To the fullest extent permitted by law, Media Company shall defend, indemnify and hold harmless LegalZoom and its Affiliates from any and all Claim(s) which may be asserted against, imposed upon, or suffered by LegalZoom and any of its Affiliates, or which may be claimed by any person as a result of, arising out of or related to (a) the breach or violation of any Media Company’s representations, warranties or obligations in this Agreement, (b) unauthorized display of Ads, (c) the violation by Media Company of LegalZoom or Media Company’s policies, procedures and regulations, (d) any relationship, agreement or transaction unrelated to the fulfillment of the Deliverables or without LegalZoom’s reasonable consent between Media Company and any of Media Company's customers, employees, agents, subcontractors, vendors, suppliers, regulatory agencies and any other third parties, and (e) Media Company’s gross negligence and willful misconduct.
  3. If Media Company does not have agency authority, as indicated on the MSA, LegalZoom’s indemnification rights extend to any Claim resulting from, arising out of, or related to the relationship, agreement, or transaction between Media Company and any third party.
3. LIMITATION OF LIABILITY. OTHER THAN FOR A MATERIAL BREACH OF SECTION 8, IN NO EVENT SHALL LEGALZOOM AND/OR LEGALZOOM’S RELATED PARTIES BE LIABLE TO MEDIA COMPANY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES RELATED TO LOST PROFITS) ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS. THE TOTAL AGGREGATE LIABILITY OF LEGALZOOM’S RELATED PARTIES UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO PROVEN DIRECT DAMAGES NOT TO EXCEED AMOUNTS ACTUALLY PAID BY LEGALZOOM TO MEDIA COMPANY PURSUANT TO THE INSERTION ORDER GIVING RISE TO THE CLAIM FOR DAMAGES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LEGALZOOM DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED.
Section 10. Term & Termination
1. Term. This Agreement will commence on the Effective Date set forth in the MSA and will remain valid and effective until the sooner of: (a) the expiration or termination of all valid and effective Insertion Orders, or (b) termination of this Agreement by either Party as set forth in Section 10.2 below.
2. Termination.
  1. After LegalZoom’s minimum commitment, if one is set forth in an IO, either Party may terminate this Agreement, with or without cause, at any time with thirty (30) days prior written notice.
  2. Either Party may terminate this Agreement at any time, upon written notice to the other Party, if such other Party breaches any of its material obligation expressly set forth in this Agreement and that breach is not cured within ten (10) calendar days after written notice of breach from the non-breaching Party.
  3. Either Party may terminate this Agreement immediately, upon written notice to the other Party, if such other Party (i) enters into or files (or has filed or commenced against it) a petition, arrangement, action or other proceeding seeking relief or protection under the bankruptcy laws of the United States or similar laws of the United States or any state of the United States; or (ii) or any of its principals, officers, controlling shareholders, members, or managers, is in involved in matters that the terminating Party reasonably determines shall have an adverse effect upon the terminating Party's goodwill or reputation.
  4. In the event that an Insertion Order is terminated by LegalZoom for cause or Media Company prior to the complete fulfillment of the Deliverables under an IO, any fees paid by LegalZoom for Deliverables not yet fulfilled as of the effective date of termination will be refunded in whole by Media Company within thirty (30) days of the date of termination.
3. Effects of Termination.
  1. Survival. The following provisions shall survive the termination of the Agreement: Section 1 (Definitions), Section 3 (Intellectual Property), Section 5 (Payment), Section 8 (Confidential Information), Section 9 (Insurance and Indemnification), Section 10.3 (Effects of Termination), and Section 11 (General).
  2. The termination of this Agreement shall not relieve either Party of the obligations imposed by Section 8. The obligations of each Receiving Party hereunder shall survive until the earlier of (i) such time as all Confidential Information of the Disclosing Party disclosed hereunder becomes publicly known and is made generally available through no action or inaction of the Receiving Party or (ii) the third (3rd) anniversary of the disclosure; provided, that, to the extent that the Disclosing Party has disclosed information to the Receiving Party that constitutes a trade secret under law, the Receiving Party agrees to protect such trade secret(s) for so long as the information qualifies as a trade secret under California law.
  3. Upon termination or expiration of this Agreement, all license and use rights granted to Media Company shall automatically revert to LegalZoom, and Media Company shall cease using, reproducing, advertising, marketing, distributing, and displaying any of the Ads.
  4. Termination of this Agreement will automatically terminate all outstanding IOs.
  Section 11. General
  1. Records and Audits. Media Company shall maintain and cause each of its subcontractors and vendors to maintain true and complete records, documents and procedures in connection with their respective obligations under this Agreement, and all transactions related thereto. Media Company shall retain all such records during the Record Retention Period. The “Record Retention Period” shall mean during the Term and for at least twenty-four (24) months (or such longer period of time as may be required by law) after the end of the calendar year in which Media Company’s obligations under this Agreement are fully performed. The Parties shall maintain accurate records of all accounting documents and procedures related to the payment obligations of other Party hereunder and shall provide other Party, upon reasonable request, an opportunity to audit such records along with other available documentation to substantiate compliance with this Agreement. Each Party has the right to audit such records a maximum of one (1) time per year. The right of either Party to audit the records of the other Party shall terminate one (1) year after the termination of the applicable Insertion Order. In the event that any such audit shall reveal an underpayment by audited Party, audited Party shall remedy such underpayment and the cause for such underpayment immediately. In the event of material noncompliance, which includes an underpayment of more than ten percent (10%) of an applicable IO, the audited party shall also reimburse the auditing Party for the costs and expenses of such audit.
  2. Governing Law and Arbitration. This Agreement is deemed to be made under and is to be construed according to the laws of the State of California, without regard to principles of conflict of law that would defer to the laws of another jurisdiction. Both Parties must provide thirty (30) days’ notice of any dispute in writing to the other party prior to beginning a legal action. After thirty (30) days, any dispute relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, must be resolved by arbitration to be conducted in Los Angeles County, California, in accordance with the rules then in effect by the American Arbitration Association through an arbitrator mutually agreed upon by the Parties. If the Parties are unable to mutually agree upon an arbitrator then the American Arbitration Association may assign one. The costs of arbitration, including attorney's fees, will be reimbursed to the prevailing Party by the non-prevailing Party. Notwithstanding the above, either Party may seek preliminary or final injunctive relief in the event of the unauthorized disclosure of such Party's Confidential Information or violations against such Party's intellectual property infringement as set forth in this Agreement.
  3. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous oral or written arrangements or understandings relating thereto. “Agreement” shall mean these Terms, any IOs and the MSA. Media Company has not relied upon any representations or statements made by LegalZoom hereto which are not specifically set forth in this Agreement. This Agreement may not be modified by either Party in any manner except in a written instrument executed by both Parties that specifically refers to this Agreement and expressly recites the purpose of the modification. The failure of LegalZoom to (a) insist upon or enforce strict performance by Media Company of any provision of this Agreement or (b) exercise any right or remedy under this Agreement, shall not (i) be construed as a waiver or relinquishment of LegalZoom’s right to enforce any such provision or right in any other instance or (ii) preclude either Party from exercising or pursuing any other rights or remedies available to it under law or as provided in this Agreement. No waiver of any breach of any provision of this Agreement by LegalZoom 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, in either case, it is expressly stated in writing and signed by an authorized representative of LegalZoom.
  4. Attorneys’ Fees. Should any Party hereto institute any Claim in arbitration or court, including in any bankruptcy proceeding, any dispute to enforce an indemnification right, to enforce or seek an interpretation of any provision hereof or for damages by reason of an alleged breach of any provision of this Agreement, the prevailing Party shall be entitled to recover from the losing Party or Parties its reasonable attorneys' fees and expenses, including, without limitation, the costs of services of paralegals, legal assistants, legal secretaries and expert witnesses, and costs of litigation, investigation and appeal incurred by the prevailing party in such action or proceeding. The prevailing party shall remain entitled to recover the above attorneys' fees in the event the losing party or parties should become the subject of an order for relief under Title 11 of the United States Bankruptcy Code, or any successor statute or any other applicable statute.
  5. Relationship of the Parties. Media Company agrees to provide the Services hereunder solely as an independent contractor, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or similar relationship between Media Company and LegalZoom. Unless the Parties expressly enter into an agency relationship in the MSA, the Parties acknowledge nothing in this Agreement establishes an agency relationship.
  6. Severability. Whenever possible, each provision of this Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision or any other jurisdiction and the Parties shall reform that provision to the extent necessary to enforce it and preserve the Parties’ original intent, failing which, it shall be severed from this Agreement with the balance of this Agreement continuing in full force and effect.
  7. Headings. The section headings in this Agreement have been inserted as a matter of convenience for reference only and are not intended, nor should they be construed, to convey any substantive content in interpretation of this Agreement. The recitals are intended and should be construed to be a part of this Agreement for all intents and purposes.
  8. Counterparts. The MSA and the Insertion Order(s) may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. Signatures on this Agreement communicated by facsimile or other similar electronic transmission or a digital signature provided through DocuSign (or some other similar service) shall be considered an original signature, and the use of electronic signatures and the keeping of records in electronic form be granted the same legal effect, validity or enforceability as a signature affixed by hand.
  9. No Presumption Against Drafter. Each of the Parties hereto has jointly participated in the negotiation and drafting of this Agreement. In the event of an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by each of the Parties hereto and no presumptions or burdens of proof shall arise favoring any Party by virtue of the authorship of any of the provisions of this Agreement.
  10. No Publicity. Media Company may not make or cause to be made, any statement, public announcement, claim, or representation (including, but not limited to, marketing materials or business development presentations) regarding the existence of a business relationship or the terms of this Agreement, unless otherwise agreed to, in each instance, in an Insertion Order.
  11. Non-Disparagement. The Parties agree that neither Party will at any time disparage the other to third parties in any manner likely to be harmful to the other Party, their business reputation, or the personal or business reputation of their directors, shareholders and/or employees. Specifically, neither Party may, directly or indirectly, make any comments online or offline regarding the other Party that are critical, derogatory, disparaging or that may tend to injure the business of the other Party. Notwithstanding the prohibition in the preceding sentence, each Party shall respond accurately and in accordance with applicable law, rule, or regulation to any question, inquiry, or request for information when required by legal process or when posed by a governmental entity.