Publisher Marketplace Agreement

This Publisher Marketplace Agreement (this “Agreement”) is effective as of the dated accepted by Publisher by and is between Broker Match, Inc. a California Corporation (“Broker Match”) and the entity accepting this Agreement (“Publisher”).

WHEREAS, Broker Match operates a platform that (1) sells Internet advertising according to various marketing programs, including without limitation, cost-per-click, cost per lead and cost per action programs and (2) places Advertisements (defined below) on Broker Match owned or operated web sites and web sites owned by third-parties.

WHEREAS, Publisher owns and/or operates certain Publisher Websites (defined below) and desires to participate in the Marketplace.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

1. Definitions.

(a) “Advertiser” refers to a buyer of Advertising in the Marketplace.

(b) “Advertisement(s)” or “Advertising” shall mean advertisements for which Broker Match charges the Advertiser an amount equal to the pay-per-click bid amount for each Valid Click; or such other performance based advertising products as Broker Match may include in the Program from time to time, and elect to provide to Publisher hereunder.

(c) “Integrated Ad Listing” refers to the placement of Advertising on the Publisher Website through the use of code generated by the Program and only as provided by Broker Match to the Publisher.

(d) “Invalid Clicks” refers to clicks (a) generated via automated crawler, robots or click-generating scripts or other software, (b) that occur as a result of auto-spawning of browsers, automated redirects, or clicks that are required for users to navigate, (c) that occur as a result of any incentive such as cash, credits or loyalty points, (d) generated as a result of conduct intended to artificially increase or inflate the number of clicks generated that are related to this Agreement, (e) that occur in connection with testing by or on behalf of Broker Match, Publisher or any other entity, (f) that occur in a manner not permitted (or not compensable to Broker Match) under the terms of Broker Match’s agreements with its Advertisers, or (g) that are otherwise invalid or fraudulent or which do not constitute Valid Clicks (defined below), as determined in Broker Match’s reasonable discretion. For the avoidance of doubt, Invalid Clicks will not be included in any revenue share calculation.

(e) “Marketplace Platform” refers to the Broker Match platform that (i) sells Internet advertising according to various marketing programs, including without limitation, cost-per-click, cost per lead and cost per call programs; (ii) places Advertisements on Broker Match owned or operated web sites and web sites owned by third-parties platform; and that Advertisers and Publishers authorized by Broker Match may access their accounts.

(f) “Net Revenue” means the revenue actually received by Broker Match and directly attributable to Advertisements hosted or displayed on the Publisher Website and/or the applicable Broker Match Site. “Net Revenue” specifically excludes amounts attributable to platform fees, third-party sales commissions, taxes, refunds, bad debts, chargebacks, credit card charges, fraud (including click fraud), third-party ad agency fees or commissions, and substantially similar third-party charges or credits, provided that such excluded amounts, except in the case of fraud, shall not exceed 5% of gross revenue actually received in any given month.

(g) “Product Type” refers to the various products or services for which Advertisers elect to advertise, including but not limited to the following categories: (i) educational products including but not limited to for-profit and not-for-profit educational institutions.

(h) “Publisher Website” refers to specific content area(s) or designated ad unit(s) of a website owned or operated by Publisher that is designated by Publisher and approved by Broker Match to be used in part to (i) host a hyperlink that refers Visitors (defined below) to the applicable Broker Match Site (defined below) or (ii) to display third-party advertisements, hyperlinks or text links provided by Broker Match.

(i) “System” refers to the proprietary technology and process developed by Broker Match to operate the Marketplace, which include providing codes, tracking clicks, blocking fraudulent clicks, providing reporting and calculating Net Revenue.

(j) “Valid Click” means a Unique Visitor’s click-through of an Advertisement on the Publisher Website or the applicable Broker Match Site in accordance with the terms and conditions of this Agreement, to the express exclusion of any and all Invalid Clicks.

(k) “Broker Match Sites” refers to any websites that Broker Match owns or operates pertaining to one or more particular Product Type(s). In this Agreement, where the term “applicable Broker Match Site” appears, it means the specific Broker Match Site to which the Publisher Website sends Visitor traffic.

(l) “Unique Visitor” means a visitor to a Publisher Website that visits the Publisher Website within a calendar month period.

(m) “Written Approval” refers to any approval granted to Publisher by Broker Match and sent by email, fax or letter from any staff member of Broker Match and produced from a Broker Match email address, or letterhead.

2. Broker Match Obligations

(A) MAINTENANCE & SUPPORT.

Broker Match will use commercially reasonable efforts to maintain and operate the System, including hosting the Broker Match Sites. Any changes or improvements to the System will be made at the sole discretion of Broker Match. In addition, Broker Match will provide technical assistance to Publishers for the installation, modification and maintenance of the System on the Publisher Website.

(B) MARKETING FOR ADVERTISERS.

Broker Match will use commercially reasonable efforts to conduct marketing campaigns aimed at bringing Advertisers to the network. However, Broker Match makes no express or implied guarantees as to the number of current or new Advertisers actively participating in the Advertising network, the average “cost-per-click” generated by Visitors, or the average “click-through-rate” of such Visitors. Any estimates provided by Broker Match are purely speculative or based on historical data and do not constitute a guarantee.

(C) PAYMENT.

On a monthly basis during the Term, Broker Match will pay Publisher amounts as agreed to by Publisher and Broker Match and contained in Publisher’s Marketplace Platform account (the “Publisher Payment”). If Unique Visitor is a factor in determining the Publisher Payment, the parties will use written reports generated from Publisher’s Google Analytics account (the “Visitor Reports”) to determine the number of Unique Visitors. If applicable, Publisher shall provide Broker Match with copies of Visitor Reports as reasonably requested by Broker Match, but no less frequently than weekly. The Publisher Payment shall be paid to Publisher no later than 30 calendar days from the end of the prior month. Payments shall be paid by check mailed to Publisher’s address or automatic bank draft into Publisher’s bank account at the option of Publisher. The minimum monthly payment amount processed by Broker Match will be $50. If Publisher has an earned payment balance of less than $50 at the end of a month, then Publisher will not receive payment until the next month when its earned payment balance exceeds the $50 minimum, at which point all earned but unpaid fees will be paid by Broker Match to Publisher. The System will provide estimated up-to-date payment totals visible to Publisher at all times. If refunds or chargebacks occur on amounts with respect to amounts, which Broker Match has already paid to Publisher, any corresponding downward adjustments shall be made to the following month’s Publisher Payment. Any and all refunds or chargebacks for any reason other than fraud must be reported to Publisher no later than thirty (30) business days following the end of the month in which they occur to be deductible from a future Publisher Payment. Refunds or chargebacks related to fraud must be reported to Publisher no later than sixty (60) business days following the end of the month in which they occur to be deductible from a future Publisher Payment.

(D) CLICK FRAUD PREVENTION.

Broker Match has developed and maintains proprietary technologies and processes through the System for monitoring and reducing click fraud. Broker Match’s technology and process for monitoring and reducing click fraud will remain confidential and the variables and methods used will not be provided to Publishers or Advertisers. Broker Match will also conduct daily reviews of all traffic to search for and identify suspicious activity that may have bypassed the System. Advertisers are provided with conversion tracking tools that will allow Broker Match to further analyze the quality of traffic received from Publisher. Revenue and traffic reports available to Publishers on the System will only reflect Valid Clicks and will not reflect activity that has been deemed fraudulent by the System, as determined in Broker Match’s sole and reasonable discretion. Notwithstanding the foregoing, (i) to the extent not readily made available by the System, Broker Match will provide Publisher with reporting no less frequently than once per week regarding calls, leads or other revenue-generating user actions resulting from Advertisements placed in accordance with this Agreement; and (ii) upon request by Publisher, Broker Match agrees to provide Publisher with any additional relevant information that is not available in the System and is reasonably requested by Publisher regarding the performance of Advertisements hereunder, which may include data about Invalid Clicks as well as any calls, leads or other relevant user actions deemed invalid by Broker Match.

(E) AUDIT RIGHT.

During the Term and for a period of one (1) year after the expiration or earlier termination of this Agreement, (a) both parties will keep accurate and complete records of all data used to calculate the Publisher Payment pursuant to this Agreement; and (b) upon ten (10) days’ written notice to the other party, but not more than twice during any twelve (12) month period, either party may, at its expense, and by appointment during normal business hours, inspect and audit the records of the other party pertaining to this Agreement in order to verify the calculations of any prior Publisher Payment. Both parties shall fully cooperate with each other with such audits. If the audit reveals an underpayment by Broker Match of more than five percent (5%) of the amounts actually paid for the period being audited, Broker Match will reimburse Publisher for all reasonable and actual third party expenses relating to the audit. If the audit reveals that the amounts paid by Broker Match were either correct or overstated by more than five percent (5%) of the amounts actually paid for the period being audited, Publisher will reimburse Broker Match for all reasonable expenses relating to the audit. Regardless of the amount of the underpayment or overpayment revealed by the audit, Broker Match will promptly remit payment to Publisher for any underpayment and Publisher shall promptly remit payment to Broker Match for an overpayment. Any such underpayment or overpayment shall be paid to the other party, as applicable; within 10 business days of the date the audit results are finalized.

3. Publisher Obligations.

(A) DISPLAY OF ADVERTISERS THROUGH INTEGRATED AD LISTINGS.

If Publisher chooses to use any Integrated Ad Listings, then Publisher may only display Advertisements within Integrated Ad Listings on websites that have been reviewed and approved by Broker Match. Revenue generated from non-approved websites will not be tracked or reported and no compensation for such traffic will be paid to Publisher. Codes for displaying Advertisements on Publisher Websites will be provided by Broker Match and Publisher agrees to not modify such code without Written Approval from Broker Match. Broker Match reserves the right to reject any navigation method in its sole discretion that it feels will affect the quality of traffic to Advertisers. The codes provided to a Publisher by the System to display any Integrated Ad Listings displaying Advertisements may not be altered by Publisher without Written Approval of Broker Match.

(B) DISPLAY OF BANNER AD OR TEXT LINK.

If Publisher chooses to use banner ads or text links, Publisher may only display banner ads and text links that have been provided by or with written approval by Broker Match. Any approved text link or banner ad must redirect any requesting site Visitor to the specific page of the applicable Broker Match Site as outlined herein: 1) A text link or banner ad that is non-product or non-state specific may only be directed to the applicable Broker Match Site home page, and 2) a banner ad that promotes a specific Product Type may only direct Visitor to the state map on the applicable Broker Match Site or product page that coincides with that Product Type. No approved text link or banner ad may direct Visitor directly to a page on the applicable Broker Match Site that displays Advertisers. The codes provided to Publisher by the System for displaying text links or banners may not be altered by any Publisher without Written Approval of Broker Match. Publisher may not link to the applicable Broker Match Site from newsgroups, message boards, unsolicited email or other types of SPAM, banner networks, counters or chat rooms. Links to the applicable Broker Match Site may only be placed by Publisher on the Publisher Website. Links from any other unauthorized source will not be recognized.

(C) PUBLISHER WEBSITE CONTENT & MAINTENANCE.

Publisher is solely responsible for the maintenance, operation and content displayed on any Publisher Website that has been approved by Broker Match to participate in the Program. This does not include the content displayed within Integrated Ad Listings, text links or banner ads provided by Broker Match. Broker Match will bear no responsibility for content on Publisher Website that is offensive or misleading and will terminate Publisher Website from participating in the Program if Broker Match Broker Match, in its sole discretion, does not approve of such content. Publisher Website may not contain any incentives to Visitor to click on displayed ads.

(D) PUBLISHER CLICK FRAUD.

Broker Match will vigorously defend against click fraud generated by Publishers, either manually or automated or through the assistance of a third party. Any Publisher suspected of click fraud will be immediately removed from participating in the Program. This includes Publishers that generate clicks that result in unusually poor conversions for Advertisers. Any Publisher removed from participation will be notified by email within 1 hour of such action. Broker Match has developed and maintains proprietary click fraud technology and algorithms that will remain confidential from all Publishers and third parties. In addition, Broker Match will conduct daily analysis of all traffic to Advertisers from Publisher Websites in search of click fraud that is intended to bypass the click fraud technology. Broker Match has the sole discretion in determining which clicks are counted as Valid Clicks. Advertisers are provided with conversion tracking tools that will allow Broker Match to further analyze the quality of traffic received from Publisher.

(E) CONTACT INFORMATION.

Publisher will provide current contact information and payment information to Broker Match at all times. Changes to contact information or payment information may be made by contacting Broker Match via phone, email, fax or letter. In addition, Publishers based in the United States must submit a valid W-9 to Broker Match.

(E) CONTACT INFORMATION.

(F) NO COMMUNICATION AND SOLICITATION OF ADVERTISERS.

Publisher agrees to not communicate directly with Advertisers regarding any of their advertisements or links published on any of the Publisher Websites. Publisher agrees to direct all communication to Advertisers through Broker Match. Broker Match will not provide Publisher with the contact information for Advertiser, regardless of the reason why this confidential information is requested.

(G) EXCLUSIVITY.

During the Term, Broker Match shall be the exclusive monetization provider for the Publisher Websites and shall have complete authority to determine the advertising modules, widgets, methods and metrics to utilize on the Publisher Websites subject to reasonable acceptance by Publisher.

(H) RESOURCES.

4. Rights and Duties Regarding Information.

(A) BROKER MATCHINTELLECTUAL PROPERTY.

Broker Match owns and will retain all of its rights in its intellectual property associated with the System and the Program, which includes without limitation, programming codes, the Broker Match Sites and website content, business practices, documents, trade names, trademarks, and all other intellectual property rights. Publisher agrees and acknowledges that no right, interest, title or license in or to any of the intellectual property of Broker Match or any of its Advertisers will be conveyed to Publisher. Publisher may not duplicate the content of any website owned or operated by Broker Match or any of its Advertisers. Publisher represents and warrants that it will not infringe the intellectual property rights of Broker Match or any Broker Match Advertiser and agrees that any clicks generated by Publisher in connection with any such infringement shall be deemed Invalid Clicks.

(B) NON-DISCLOSURE.

Publisher agrees that the System, including information related to the Program, contains proprietary information and may include trade secrets that Broker Match wishes to remain confidential. Publisher agrees not to disclose to any third party any details about the System, the Program or any other proprietary or confidential information that has been disclosed to Publisher, or to which the Publisher has access in connection with the Agreement. Broker Match agrees not to disclose to any third party any details about the Publisher Website, the Program or any other proprietary or confidential information that has been disclosed to Broker Match or to which Broker Match has access in connection with the Agreement. Publisher’s participation in the Program is not confidential and may be disclosed to third parties by either Publisher or Broker Match. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party and shall not be used by the other party for any purposes other than performance under the Agreement. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, the parties acknowledge and agree that their obligations of confidentiality with respect to proprietary or confidential Information shall continue in effect for a total period of three (3) years from the date this Agreement is terminated.

(C) EXCEPTIONS.

Nothing in this Agreement will in any way restrict the right of either party to use, disclose, or otherwise deal with any proprietary or confidential information that (i) was already known to the receiving party at the time of disclosure as evidenced by written documents in the receiving party’s possession prior to disclosure; or (ii) was generally available to the public or becomes publicly known through no wrongful act of the receiving party, unless the disclosing party notifies the receiving party in writing that such information is proprietary or confidential information; or (iii) was received by the receiving party from a third party who had a legal right to provide it; or (iv) was developed independently of knowledge of the proprietary or confidential information received by the receiving party from the disclosing party hereunder.

5. Warranties, Limitations and Indemnification.

(A) NO WARRANTIES.

The services and technologies provided to Publisher by Broker Match and the System are deemed “as is” and Broker Match makes no warranty, express or implied, including without limitation with respect to the operation of the System, links, and other services. The Publisher represents and warrants that it has agreed to participation in the Program solely on its own accord and has not been influenced by implied warranties, marketing materials or from communications with any Broker Match representative.

(B) LOSS OR DAMAGES.

Broker Match shall not be liable to Publisher for any damages or losses suffered by Publisher, including lost profits that are caused by the System being unable to connect to any Publisher Website. The System may occasionally suffer interruptions and Broker Match does not guarantee that the System will be functional at all times. Broker Match will not be liable for any losses incurred by Publisher during this “down time”, including the loss of any data.

(C) PUBLISHER INDEMNIFICATION.

Publisher will defend, indemnify, and hold harmless Broker Match and its respective directors, officers, shareholders, employees, Publishers, and agents from and against any liabilities, damages, losses, costs, expenses or settlement fees (including reasonable attorney fees and costs) incurred by the other party (collectively, “Losses”) from and against Losses (i) due to any claim by a third party relating to or arising from any breach or violation by Publisher of its representations or warranties under this Agreement, (ii) due to any claim by a third party of infringement of any patent, trademark, copyright, or other intellectual property right of any third party related to Publisher Website or any information or materials provided by Publisher for use by Broker Match, (iii) due to Publishers failure to comply with any and all applicable laws and regulations; or (iv) relating to the development, operation, maintenance or contents of Publisher Website.

(D) BROKER MATCH INDEMNIFICATION.

Broker Match will defend, indemnify, and hold harmless Publisher and its respective directors, officers, shareholders, employees, Publishers, and agents from and against any liabilities, damages, losses, costs, expenses or settlement fees (including reasonable attorney fees and costs) incurred by the other party (collectively, “Losses”) from and against Losses (i) due to any claim by a third party relating to or arising from any breach or violation by Broker Match of its representations or warranties under this Agreement, (ii) due to any claim by a third party of infringement of any patent, trademark, copyright, or other intellectual property right of any third party related to the Broker Match Sites or System or any information or materials provided by Broker Match for use by Publisher, (iii) due to Broker Match’s failure to comply with any and all applicable laws and regulations; or (iv) relating to the development, operation, maintenance or contents of the Broker Match Sites or the System.

(E) LIMITATIONS.

EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN, EACH PARTY HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT WITH RESPECT TO SECTIONS 4, 5(c) AND 5(d) (A) THE COLLECTIVE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT WILL NOT EXCEED $250,000 (US DOLARS TWO HUNDRED AND FIFTY THOUSAND); and (B) NEITHER PARTY SHALL HAVE ANY OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY) OR OTHERWISE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, LOSS OF REVENUE, LOSS OF BUSINESS OR OTHER FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(F) NO ENDORSEMENT.

Publisher hereby acknowledges that the implementation of this Agreement does not constitute an express or implied endorsement by Broker Match of Publisher or of any product or services offered by Publisher.

(G) LEGAL CAPACITY AND THIRD PARTY RIGHTS.

Each party warrants that each has the legal right and capacity to enter into this Agreement and that entering into this Agreement does not violate the rights of any third party. Each party further represents and warrants that the execution or performance of this Agreement by such party neither conflicts with any agreement, instrument, or understanding, oral or written, to which it is a party or by which it may be bound, nor violates any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

(F) NO ENDORSEMENT.

(G) LEGAL CAPACITY AND THIRD PARTY RIGHTS.

6. Term and Termination.

(A) TERM.

This Agreement shall commence upon the latest date of acknowledgement and continue until terminated pursuant to the terms herein.

(B) TERMINATION.

Either party may terminate this Agreement at any time upon thirty (30) days’ prior written notice to the other party for any reason or no reason. Upon termination of this Agreement, the rights granted herein will terminate and any implementation of the Program shall be removed from Publisher Website. All payments due to Publisher hereunder that have accrued but not been paid through the date of termination shall be paid within thirty (30) days of the date of termination. If at termination, Publisher has a negative balance due to refunds, chargebacks or similar, Publisher will likewise pay Broker Match such amount within thirty (30) days of the date of termination.

(C) SURVIVAL.

Sections 5(a), 5(b), 5(c), 6(c), 8(c) and 8(d) shall survive the termination of this Agreement.

7. Notices.

All notices under the terms of this Agreement must be given in writing and sent by United States registered or certified mail, nationally recognized express courier, facsimile transmission, email, or must be delivered by hand to the following addresses:

IF TO BROKER MATCH:

c/o Contracts Department
Broker Match, Inc.
2655 First Street Suite 250
Simi Valley, CA 93065

Email: info@brokermatchcom.wpengine.com

IF TO PUBLISHER:

To Publisher address, telephone number or email address provided by Publisher in its Marketplace Platform account

8. Miscellaneous.

(a) This Agreement contains the entire agreement and understanding of the parties with respect to the specific Publisher Websites stipulated in Exhibit A and supersedes any prior or contemporaneous written or oral representations, discussions, proposals, understandings and the like respecting the same. Broker Match may modify the terms of this Agreement in any manner, at any time, in its sole discretion and such modifications shall be effective upon notice to Publisher.

(b) The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against any party, and any rule that ambiguities shall be construed against the drafter of a document shall not be applicable with respect to this Agreement.

(c) This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. The United Nations Convention on the Sale of Goods does not apply to this Agreement. In the event of any dispute arising out of or relating to this Agreement, the parties shall seek to settle the dispute via direct discussions. If a dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute via voluntary non-binding mediation, before resorting to other available remedies. A mediator will be selected by voluntary agreement of both parties, or in the event both parties cannot agree on a mediator, a mediator will be selected in accordance with the rules of the American Arbitration Association. The mediation shall be held in Los Angeles County, California. Each party shall bear its own costs and expenses and an equal share of the administrative and other fees associated with the mediation. This Agreement is governed by the laws of the State of California without regard to its conflict of laws rules. If for any reason any provision or portion of this Agreement is found to be unenforceable, that provision or portion of the Agreement will be enforced to the maximum extent possible so as to affect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.

((d) Failure of either party to insist on strict performance of any of the terms and conditions herein shall not be deemed a waiver of any rights or remedies that either party shall have and shall not be deemed a waiver of any subsequent default of the terms and conditions hereof.

(e) You agree and represent that you are duly authorized to sign this Agreement on behalf of your company and to bind it to the terms of this Agreement. This Agreement may be signed in one or more counterparts, which may be in an electronically delivered format. Each of them is an original, and all of them constitute one agreement. Publisher acknowledges and agrees that by clicking on the submit button, or such similar links as may be designated by Broker Match as a means of accepting the Agreement, Publisher is submitting a legally binding electronic signature and is entering into a legally binding contract. Publisher acknowledges that its electronic submissions constitute its agreement and intent to be bound by the Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws including, without limitation, the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes, PUBLISHER HEREBY AGREES TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY BROKER MATCH. Further, Publisher hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

(f) In the event that either party is unable to perform any of its obligations under this Agreement because of natural disaster, actions or decrees of governmental bodies or communications line failure not the fault of the affected party (hereinafter referred to as a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its commercially reasonable efforts to resume performance. Failure to meet due dates or response intervals resulting from a Force Majeure Event shall extend the due dates or response interval for a reasonable period.

(g) Any reasonable costs incurred by either party to obtain legal counsel to enforce the terms of this Agreement may be expended upon the other party that is found in violation of Agreement.

(h) The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party.

(i) Neither party is responsible for the failures of performance of the other party that are due to causes beyond their control, including accidents, acts of God, failure by telecommunications providers, internet service providers and other regulatory entities.

(j) Publisher may not transfer or assign this Agreement, in whole or in part, without the prior written consent of Broker Match. Broker Match may transfer or assign this Agreement, in whole or in part, without the prior written consent of Publisher. Except as permitted by the foregoing, any attempt by a party to transfer or assign this Agreement without consent will be null and void.