As of today’s date (the “Effective Date”), you (the “Creator” or “You”) have agreed to work with Expo Communications, Inc. who owns and operates the website gen.video (“gen.video” or “Us” or “We” or “Our”) as a Partner/Affiliate in accordance with the terms and conditions (the “Terms”) set forth in this Partner/Affiliate Agreement (also known herein as the “Agreement”). Please read through this Agreement carefully. By working with gen.video as a Partner/Affiliate, you acknowledge that you have read and agree to bound by the terms and conditions of this Agreement.
We offer three tiers of engagement for Partners/Affiliates, as detailed in this summary and further detailed below. For good and mutual benefits recognized by the parties, gen.video wishes to license and/or obtain ownership of certain video content (the “Videos”) from You and You wish to grant to gen.video such rights pursuant to one or more of the following Partner/Affiliate tiers selected by You, if any, on the Platform (as defined below) when you upload your Video(s), as outlined herein: (i) gen.video Partner (“Tier One”); (ii) gen.video Syndication Affiliate (“Tier Two”); and (iii) Brand Partner Affiliate (“Tier Three”).
- Tier One allows You to upload Videos to your participating channel on YouTube.com (the “YouTube Channel”) using gen.video’s platform (the “Platform”), which will link any eligible products identified in your Video(s) (the “Product(s)”) to applicable retail pages (“Product Pages”) on any and all properties owned or controlled by Amazon, whose principal website exists at Amazon.com (“Amazon”) and will provide you with an advertising fee revenue share based on the qualifying purchases of Products that directly result from verified, legitimate traffic from your Video to the Product Pages (the “Tier One Revenue Share”), as determined by gen.video in its sole discretion (the “Tier One Benefits”).
- Tier Two allows you to elect to have gen.video to syndicate your eligible Video(s) to Amazon’s Video Shorts network and on any and all other properties owned or controlled by Amazon (the “Amazon Network”) and related Product Pages on Amazon on an exclusive basis, providing you with the opportunity to gain visibility as a Creator on the Amazon Network (the “Tier Two Benefits”). You understand that, by submitting a Video to us for syndication on the Amazon Network under Tier Two, you grant us the exclusive right to syndicate the Videoon the Amazon Network and, you may not contract with any other party to grant such party any syndication rights with respect to such Video nor may you directly syndicate such Video on the Amazon Network.
- Tier Three allows you to receive invitations to create branded content for gen.video’s brand partners from time to time, in exchange for payment or other consideration, as determined by gen.video in its sole discretion (the “Tier Three Benefits” and, together with the Tier One Benefits and Tier Two Benefits, the “gen.video Benefits”).
- These Terms are important and create commitments between us. Failure to act in accordance with the Terms may constitute a “breach (or ‘breaking’) of contract” and have consequences for the breaching party.
POTENTIAL LACK OF INCOME: BY ACCEPTING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE, AGREE AND UNDERSTAND THAT THERE IS NO GUARANTEE OF INCOME UNDER THIS AGREEMENT. GEN.VIDEO MAY HAVE NO CONTROL OVER THE TRAFFIC OR MONETIZATION OF VIDEOS. AS A RESULT, VIDEOS MAY NOT RECEIVE SUBSTANTIAL TRAFFIC OR, EVEN IF THEY DO, THEY MAY NOT BE MEANINGFULLY MONETIZED. YOUR ACCEPTANCE OF THIS AGREEMENT EVIDENCES THAT YOU VALUE THE OTHER BENEFITS OF OUR PARTNERSHIP.
TIER ONE TERMS AND CONDITIONS
Ownership/Grant of Rights: As between the parties, Creator shall retain full control and ownership of, and absolute liability for, the Video(s), the YouTube Channel and all content contained therein under this tier, but Creator hereby grants to gen.video the following irrevocable, perpetual, worldwide, rights, licenses, access, controls and permissions (as defined below) (collectively, the “Tier One Rights”) to enable gen.video to provide and Creator to access the Tier One Benefits through the Platform:
- To use, copy, reproduce, distribute, publish, display, modify, edit, publicly perform and transmit the Video(s) on and through the Platform;
- To use, copy, reproduce, distribute, publish, display, modify, edit, publicly perform and transmit the Video(s), metadata and other ancillary content delivered by Creator (collectively, the “Content”) on and through YouTube.com and on the YouTube Channel;
- To create, use, copy, reproduce, distribute, publish, display, modify, edit, publicly perform and transmit metadata and text content in the “Description” and “Tags” section for each Video on the YouTube Channel;
- To convert, digitize, compress or otherwise technologically manipulate the Content hereunder in order to transmit such Content through to Platform and the YouTube Channel as permitted herein (provided that the foregoing shall not alter the sequence of scenes, credits, dialogue, copyright notices, artistry of or “look and feel” of the Content);
- To store and retrieve the Content on servers controlled by gen.video;
- To create, add, use, publish and modify tagged links that appear in connection with the Video(s) which, when clicked by viewers, redirect viewers to Product Pages on Amazon;
- In gen.video’s sole discretion, to use, reproduce, distribute and transmit excerpts of the Content for purposes of promoting the availability of the Content through the Platform and the YouTube Channel, including through social media; and
- To access, view, use, copy, reproduce and transmit any and all analytics data and metrics with respect to the Content and the YouTube Channel for any and all purposes, including without limitation, the calculation of any revenue earned by the Video(s) under this Agreement.
Payment Terms: Subject to Section 6 of the Standard Terms and Conditions set forth below, gen.video shall calculate the aggregate Tier One Revenue Share payable due to Creator for any given calendar month upon gen.video’s receipt of advertising fee revenue share from Amazon (approximately sixty days following the close of the applicable calendar month). Such calculation shall be based on the confidential terms of gen.video’s advertising fee revenue share with Amazon and pro-rata revenue, if any, attributed to each Video, and shall be determined by gen.video in its sole discretion. gen.video shall pay Creator the aggregate amount owed hereunder for Creator’s Tier One Revenue Share in a given calendar month within the ninety (90) business day period following that month. In the event that any payment for a period due to Creator is less than $25, gen.video shall have the right to defer payment of such amount until such time as the amount owed to Creator is greater than $25 aggregate amount owed hereunder.
Restrictions: Tier One is unavailable and void to residents of Arkansas, Colorado, Maine, Missouri, and Rhode Island.
TIER TWO TERMS AND CONDITIONS
Ownership/Grant of Rights: As between the parties, Creator shall retain full control and ownership of, and absolute liability for, the Video(s), the YouTube Channel and all content contained therein under this tier, but Creator hereby grants to gen.video the following exclusive, irrevocable, perpetual, worldwide rights, licenses, access, controls and permissions (as defined below) (collectively, the “Tier Two Rights”) to enable gen.video to provide and Creator to access the Tier Two Benefits through the Platform:
- To use, copy, reproduce, distribute, syndicate, publish, display, modify, edit, publicly perform, transmit and sublicense the Content on the Amazon Network and to associate any such Content with gen.video’s Amazon Programming Partner account;
- To create, use, copy, reproduce, distribute, publish, display, modify, edit, publicly perform and transmit text content which shall be used in connection with the Video(s) on the Amazon Network;
- To convert, digitize, compress or otherwise technologically manipulate the Content hereunder in order to transmit such Content through to Platform and the Amazon Network as permitted herein (provided that the foregoing shall not alter the sequence of scenes, credits, dialogue, copyright notices, artistry of or “look and feel” of the Content);
- In gen.video’s sole discretion, to use, reproduce, distribute and transmit excerpts of the Content for purposes of promoting the availability of the Content through the Amazon Network, including through social media;
- To access, view, use, copy, reproduce and transmit any and all analytics data and metrics with respect to the Content on the Amazon Network for any and all purposes; and
- To manage and administer any and all aspects of the syndication of the Video(s) on the Amazon Network through the Platform.
Exclusivity: Creator acknowledges and agrees that, with respect to any Content that it elects to provide to gen.video under this Tier Two for syndication on the Amazon Network, it shall work with gen.video on an exclusive basis and shall not syndicate any such Content on the Amazon Network with any party other than gen.video.
TIER THREE TERMS AND CONDITIONS
Tier Three Campaigns: From time to time, gen.video may make certain sponsored, branded content, promotional or other commercial opportunities available to Creator, in gen.video’s sole discretion. In the event that gen.video makes such opportunities available to Creator and Creator agrees to participate in such opportunities, the terms and conditions of any such opportunity and creator’s participation will be set forth in a Campaign Brief for the applicable opportunity, subject to the Terms set forth in this Agreement.
Ownership/Grant of Rights: Any Video(s), metadata, ancillary content delivered by Creator and other results of Creator’s participation in Tier Three (the “Materials”) shall be considered a “work made for hire” for gen.video within the meaning of the Copyright Act of 1976, as amended. Without limiting any of the foregoing, gen.video and its licensees shall have the exclusive, irrevocable, perpetual, worldwide right, license and permission to use, copy, reproduce, distribute, syndicate, publish, display, modify, edit, publicly perform, transmit and make derivative works of the Materials for any purpose in any and all media now known or hereafter devised. If, for any reason, any such Materials are deemed not to be a “work made for hire,” Creator hereby irrevocably assigns to gen.video all of Creator’s right, title, and interest in the copyright (and any renewals and extensions now recognized or hereafter enacted) and all other now known or hereafter existing rights of every kind or nature in and to the Materials. Creator hereby agrees to execute any and all further documents necessary to evidence, establish, maintain and protect gen.video’s right, title and interest in the copyrights and other rights in the Materials and in the event Creator fails to do so within five (5) business days after receipt of written notice from gen.video, Creator hereby irrevocably appoints gen.video as Creator’s attorney-in-fact solely to execute such agreements in Creator’s name and on Creator’s behalf. Creator hereby waives any “moral rights”; “droit moral” or similar or analogous rights Creator may have in the Materials throughout the universe in perpetuity.
Payment/Compensation Terms: Payment/compensation terms applicable to any opportunity under Tier Three shall be included in the Campaign Brief for such opportunity.
Exclusivity: In exchange for gen.video’s agreement to make exclusive opportunities available to Creator in connection with the Tier Three Benefits, Creator acknowledges and agrees that, with respect to any Materials that Creator creates under Tier Three, it shall not use, copy, exhibit, distribute or exploit any such Materials through any application or outlet other than the Platform and that it shall keep confidential all details and terms of any such opportunity. Creator understands and agrees that neither Creator nor any third party (other than gen.video, its licensees, sublicensees, agents or the independent, direct sales efforts, if any, of gen.video’s’s video distribution platforms or networks, including, without limitation, YouTube) shall have the right to sell advertising of any kind (included sponsorships or branded integrations) or monetize the Materials or the content therein in any way other than through gen.video under the terms of this Agreement or with gen.video’s express written approval.
STANDARD TERMS AND CONDITIONS
License from Creator to gen.video: Creator hereby grants to gen.video the worldwide, non-exclusive, sublicensable right, license and permission to use, copy, publish, distribute, exhibit and publicly display Creator’s name, image, likeness, biography, digital persona name, trademarks, service marks, trade names, logos and trade dress (collectively, the “Creator Identification”) in any and all media in connection with exhibiting and promoting the Content and Materials and providing the gen.video Benefits; provided, however, that such right, license and permission shall be perpetual as it relates to any Creator Identification used in connection with the Materials.
License of Marks from gen.video to Creator: Creator may use the gen.video name and logo solely as permitted by gen.video and as indicated on the Platform. Any desired use of gen.video’s name and logo that is not specifically permitted on the Platform shall be subject to gen.video’s prior written approval in each instance.
Ownership/Control: Except as specified under Tier Three, Creator shall retain full control and ownership of, and absolute liability for, the Video(s), the YouTube Channel and all content contained therein. This shall include creation, procurement, and uploading of any and all content that is not subject to this Agreement, and the ongoing management and look and feel of the YouTube Channel. gen.video will not have the ability to alter the design or layout, etc. of the YouTube Channel; provided, however, that gen.video may require Creator to remove content immediately upon any notice of copyright violation, or violation of any party’s rights, or concern thereof. Any Content or Materials that are in violation of the terms of this Agreement or that violate any laws, rules or regulations, including gen.video’s or any of gen.video’s video distribution platforms’, advertiser partners’ or networks’ (including the Amazon and Amazon Network) terms, rules, policies, guidelines or other business interests, shall also be removed immediately upon request. In the event that Creator does not select a tier of engagement when uploading a Video, Creator grants to gen.video the irrevocable, perpetual, worldwide, right, license, access, and permission to use, copy, reproduce, distribute, publish, display, modify, edit, publicly perform and transmit the Content applicable to such Video on and through the Platform.
Restrictions on Use of Platform: We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Videos through the Platform and to suspend or terminate your Creator account without liability to you. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce the Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, or (iv) protect the rights, property or safety of gen.video, its Creators and the public.
Payments: Payments may, at gen.video’s election, be combined with any other payments that may be owed to Creator. All payments to Creator shall be made via PayPal in United States dollars. Notwithstanding the foregoing, gen.video will have no obligation to pay any amounts, and is permitted to deduct or withhold any amounts owed, determined or reasonably suspected by gen.video in its sole discretion to have resulted from: (i) Action Fraud (as defined below), or (ii) fraudulent, misleading or false activities or activities that gen.video and/or gen.video’s video distribution platforms or networks, including, without limitation, YouTube, believe to be fraudulent, misleading or in violation of their respective terms of service, guidelines, rules, or privacy policies. “Action Fraud” means so-called “click fraud” or “impression fraud,” or fraud of any other kind, whether in any automated or human way, including, without limitation, by the use of a person, an automated script or a computer program (for example, online robots or “bots”) to click or otherwise activate any form of view, response mechanism, annotation or advertising unit, or any other fraudulent means, to increase views, impressions, skew results or imitate a legitimate user of a web or mobile browser or other software application for viewing on any device, for example, by clicking on an ad unit for the purpose of generating an improper click value and generating revenue. Each party shall be solely responsible for the payment of all of its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder.
Right of Withholding and Offset:
- gen.video will collect all payments with respect to and revenues generated by the Content and Materials, including payments and revenue from Amazon, the Amazon Network and gen.video’s advertiser partners, and then make payments to Creator in accordance with this Agreement.
- gen.video has right to withhold or deduct payment owed hereunder pending or following the resolution or adjudication of any breach, claim or loss related to this Agreement, any other agreement or otherwise. gen.video shall notify Creator in the event that it is withholding or deducting payments pursuant to this Section. In addition, gen.video has the right to offset any amounts owed by gen.video to Creator under this Agreement against any amounts owed to gen.video by Creator under this Agreement, any other agreement or otherwise.
Confidentiality: CREATOR UNDERSTANDS AND ACKNOWLEDGES THAT THE EXISTENCE OF AND TERMS OF THIS AGREEMENT SHALL BE STRICTLY CONFIDENTIAL. Creator shall not, without the express written consent of gen.video, disclose the terms of this Agreement or any other information disclosed by gen.video to Creator to any third party, nor to any employees, contractors, vendors, consultants or affiliates other than those employees who have an actual need to know such information in order to perform their duties or if required to do so pursuant to a subpoena or other similar legal process, provided that Creator provides gen.video prompt notice of the disclosure requirement such that the latter may contest such disclosure or seek a protective order.
Independence: Each party agrees that it will be fully responsible and liable for its own content and any and all third party claims that may arise from its properties, sites, and content. The parties are independent entities and there is no express or implied partnership, joint venture, affiliation, agency, representation, work for hire, employment or other commingled relationship created by this Agreement except what is explicit in the Terms. The parties further declaim any such commingling and agree to be responsible for their own liabilities and costs as contemplated at the time of this Agreement, regardless of any finding or claim to the contrary.
Lack of Transparency: gen.video’s syndication partners may or may not provide detailed reporting or transparency into metrics including viewership, sell-through rate, cost per thousand pricing or other metrics. Creator acknowledges these limitations and agrees to defer to gen.video’s discretion on how to (i) manage the relationship with syndication partners, (ii) calculate any amounts owed to Creator under this Agreement and (iii) all other matters that may arise as a result of providing the gen.video Benefits.
Creator Representations About the Content and Materials (these are things the Creator asserts to be true):
- Creator is the original author and creator of the Content and Materials and the Content and Materials will not violate or infringe upon the copyright, trademark, service mark, patent, trade secret, right of publicity, or any other personal or property right of any person or entity;
- Creator has any and all rights or clearances necessary to grant gen.video the rights granted in and to the Content and Materials hereunder;
- There are no agreements with or rights in any third party which would require Creator or gen.video to pay any royalty, compensation or other sums whatsoever by reason of exhibition of the Content and Materials or which would require any consent or permission to exhibit the Videos as provided herein;
- Creator specifically has the unlimited rights to use any music present in the Content and Materials;
- The content of the Content and Materials will not include or constitute a libel, slander or defamation of any third party;
- Creator will not undertake any activities or enter into any agreements that are either in conflict with this Agreement or that are directly competitive to gen.video; and
- The Content and Material will not contain any material that is obscene, offensive, unlawful, pornographic or profane, or that promotes violence, as determined by gen.video in its sole discretion.
Mutual Representations: The parties each represent and warrant:
- that they will undertake the activities contemplated by this Agreement in compliance with all applicable laws and regulations; and
- that they have the authority to enter into and perform all of the requirements of this Agreement. To enter into such an agreement, among other things, a Creator should be at least 18 years of age or otherwise legally capable of entering into bindng agreements. If Creator is under the age of 18 or otherwise incapable of entering into this Agreement, Creator shall obtain his or her parent’s or legal guardian’s permission to do so as evidenced by their signature below provided, however, that in any case Creator must be at least 13 years of age.
FTC Endorsement and Testimonial Guides: Creator has read and agrees to fully comply with the Federal Trade Commission’s (“FTC”) Endorsement and Testimonial Guides (“Guides”) (http://ftc.gov/os/2009/10/091005revisedendorsementguides.pdf) with respect to any Content and Materials submitted to gen.video hereunder. Further, and without limitation, Creator:
- will clearly and conspicuously disclose its true identity and that it has received compensation, product and/or other incentive items from gen.video and/or its advertiser partners (as applicable), including, without limitation, in Video(s) and Materials and any related text description fields;
- will not make any false, misleading or deceptive statement and will not make any product performance or attribute claims about gen.video’s advertiser partners’ products or services (Creator may express opinions, but will not make factual claims about the products or services), except as expressly authorized by gen.video and/or its advertiser partners;
- will ensure that all of Creator’s statements accurately reflect only its honest, current opinions and beliefs based on its personal experience; and
- will not purport to speak on behalf of gen.video and/or its advertiser partners.
Indemnification: Creator hereby agrees to indemnify and hold harmless gen.video, its parent, affiliates, officers, directors, employees, agents, successors, licensees and assigns, from and against any and all causes of action, claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) (collectively, “Claims”) arising out of any breach by Creator of any of its obligations, agreements, representations and/or warranties made hereunder.
Limitation of Liability: Except with respect to breaches of Section 9 (Confidentiality), Section 15 (Indemnification), fraud, gross negligence or willful misconduct, no party shall be liable to the other for any damages of any kind arising from or otherwise related to this Agreement, including without limitation, direct, indirect, special, consequential or incidental or punitive damages or for lost profits.
Assignment: Creator understands and agrees that gen.video may freely assign this Agreement; however, because the subject matter hereof is personal to Creator and Creator’s content, Creator may not assign this Agreement to any person or entity without gen.video’s prior written consent.
Responsibility for Personnel: Creator and all personnel supplied directly by Creator shall be deemed employees or subcontractors of Creator and will not be considered employees, agents or subcontractors of gen.video for any purpose whatsoever. Creator assumes full responsibility for the actions of all such personnel and for the payment of their compensation (including, if applicable, withholding of income taxes, and the payment and withholding of social security and other payroll taxes), workers’ compensation, disability benefits and the like to the extent applicable to the personnel involved. Notwithstanding and without in any way limiting any terms and conditions set forth in this Agreement, all subcontractors of Creator shall be deemed to have made all of the representations and warranties of Creator set forth herein and shall be subject to any obligations of Creator hereunder, and, if requested by gen.video, Creator shall obtain from each subcontractor its written consent to and acknowledgment of the terms of this Agreement. Creator shall be responsible for any breach by any subcontractor of any representations, warranties or obligations set forth in this Agreement. For the sake of clarity, this is not an agreement for the performance of any services.
Arbitration/Class Action Waiver:
- Any and all claims controversies, disputes, demands, counts, or causes of action between Creator and gen.video regarding, arising out of or relating to this Agreement (including, without limitation, its formation, performance or alleged breach) shall be resolved exclusively by confidential binding arbitration in New York County, New York by a single arbitrator. Creator, however, shall have the right to participate by phone or similar means and need not attend the arbitration live in New York County, New York in order to participate. To the extent that any filing fee to initiate arbitration exceeds the cost of filing suit in state or federal court in New York County, New York, gen.video will reimburse Creator for the difference.
- Arbitration shall be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration shall be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association (“AAA”) or JAMS. As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA’s or JAMS’s rules for commercial arbitration.
- The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to any claim that all or any part of this Agreement is void or voidable. Without limiting the generality of the foregoing, the arbitrator shall have the exclusive authority to interpret the scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action.
- The parties further agree that they may bring claims only in their individual capacity and not as a plaintiff or class representative in any purported class or representative proceeding. The arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding and may not award class-wide relief. This provision is material and is a condition of the agreement to arbitrate. In the event that a determination is made that this class action waiver is void or unenforceable for any reason, the parties agree that the agreement to arbitrate disputes will be null and void.
- Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award.
- If for any reason a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in New York County, New York.
Injunctive Relief: Creator hereby acknowledges that it will be impossible to measure in money the damages that would be suffered if Creator breaches the exclusive rights granted to gen.video hereunder and that in the event of any such breach, gen.video will be irreparably damaged and will not have an adequate remedy at law. gen.video shall, therefore, be entitled to injunctive relief, including specific performance, to enforce such rights and may seek the foregoing in any court of competent jurisdiction, notwithstanding the provisions of Section 20 to the contrary. Creator’s sole and exclusive remedy for gen.video’s breach, termination or cancellation of this Agreement or any term hereof shall be an action for damages brought pursuant to Section 20 and Creator irrevocably waives any right to equitable or injunctive relief or to enjoin or restrain gen.video and its successors, video distribution partners, assigns, and licensees from exploiting the YouTube Channel hereunder.
Governing Law: The construction and interpretation of this Agreement shall at all time and in all respects be governed by and construed according to the laws of the United States and the State of New York (without regard to conflict of laws provisions) except that the arbitration provision shall be governed by the Federal Arbitration Act.
Severability: Except as otherwise provided in Section 20, if any provision of this Agreement is, for any reason, invalid and/or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The parties agree to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision which most closely approximates the intent and economic effect of the invalid and/or unenforceable provision.
Non-Waiver: A waiver by either party of any of the terms or conditions of this Agreement shall not, in any instance, be deemed or construed to be a waiver of such terms or conditions for the future or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation, or agreement of either party.
Notices: All notices to be given to the other party hereunder will be addressed to such party at its respective address set forth in this Agreement, or at such other address as such party may designate in writing from time to time. All notices must be in writing and must be served by personal delivery, or certified mail, return receipt requested. Except as otherwise provided herein, such notices will be deemed given on the date personally delivered, or the date two (2) business days after the date mailed if mailed in the United States, and five (5) business days after the date mailed if mailed outside the United States.
Entire Agreement: This Agreement, along with any applicable Campaign Brief(s), shall constitute a binding agreement between the parties as of the Effective Date and supersedes any and all prior written or oral agreements between the parties in connection with the subject matter hereof. This Agreement may not be modified or amended except in writing signed by the parties hereto.