These GOWIDE Advertiser Terms & Conditions (“Advertiser T&C”) shall govern the relationship between DIGI117 Ltd. o/a GOWIDE, a corporation lawfully incorporated under the laws of the Province of British Columbia and having a principal place of business at 207-1425 Marine Dr, West Vancouver, BC V7T1B9, Canada (“GOWIDE”) and each advertiser who created an account with GOWIDE (“Advertiser”).
Advertisers may obtain access to the GOWIDE’s technology and software - GOWIDE Self-Serve Advertising Platform “AppBooster” (“AppBooster Platform”), for the purpose of promoting mobile applications available from time to time on the App Store and/or on the Google Play Store (“Applications”).
In order to launch a campaign (“Ad Campaign”), Advertiser will also be required to fill in the campaign settings in AppBooster Platform which shall detail, among others, the platform (i.e. Android or IOS) and devices, the geography of the Ad Campaign, payout definition (i.e. CPI – rewarded installs), daily as well as total budget for the Ad Campaign (“Campaign Settings”). Campaign Settings and these Advertiser T&C jointly make the Agreement between GOWIDE and Advertiser.
These Advertiser T&C may be modified by GOWIDE from time to time in its sole discretion and posted at http://appbooster.GOWIDE.com. Any changes or modification will be effective immediately upon posting the revised Advertiser T&C at http://appbooster.GOWIDE.com. Advertiser waives any right they may have to receive additional notice of such changes or modifications. The continued use of the AppBooster Platform and Services by Advertiser after the posting of the updated Advertiser T&C shall constitute Advertiser’s binding acceptance to such modification(s). If the Agreement is entered into by any agency, network or other third party on behalf of the Advertiser (but always with Advertiser’s express consent), the Agreement shall jointly bind the Advertiser and such third party.
1. CREATION OF AN ACCOUNT1.1 The AppBooster Platform and the Services are only available to legal entities and individuals who are 18 years or older having full legal capacity to conclude contracts.
1.2 Upon confirmation of these Advertiser T&C by Advertiser and subject to GOWIDE receiving the necessary identification information as specified in AppBooster Platform’s registration/login page, Advertiser will create a dedicated password protected account (“Account”).
1.3 Advertiser will be responsible for safeguarding and maintaining the confidentiality of its Account and associated password. Advertiser shall remain fully and solely responsible for any and all actions taken under Advertiser’s Account. Advertiser undertakes to provide GOWIDE with prompt written notification of any known or suspected unauthorized use of its Account or any breach of the security of its Account. Advertiser is responsible for keeping the Account information provided to GOWIDE current, complete and accurate.
1.4 GOWIDE shall be entitled to refuse to open an Account (or if the Account has already been opened, immediately deactivate it and cease any Ad Campaign associated with such Account) without any liability to GOWIDE, if, in GOWIDE’s sole discretion, Advertiser is not in compliance with the provisions herein or is in violation of any applicable laws, GOWIDE’s rules or policies (all of which are incorporated herein by reference).
2. SERVICES2.1 Advertiser agrees to acquire from GOWIDE, and GOWIDE agrees to provide, the Services. As part of the Services, GOWIDE enables the Advertiser, through the use of the AppBooster Platform, to carry out Ad Campaigns for the purpose of distributing and promoting Applications through the AppBooster Platform. As used in these Advertiser T&C, “Services” means the range of services provided by GOWIDE to Advertisers through AppBooster Platform. To note: AppBooster allows Advertiser to carry out Ad Campaigns only for free Applications and only on a pay-per-install basis.
2.2 Advertiser will implement the Services in a manner that complies with the technical and implementation requirements provided on the AppBooster Platform or in writing by GOWIDE to Advertiser from time to time.
2.3 The use of the Services is permissible only to developers which desire to promote their own Applications or to agencies which possess the express authority of the Application developer to promote its Application via the Services. For the removal of doubt, the Services may not be used by any person who is interested in promoting Applications from third party advertising networks.
3. AD CAMPAIGN3.1 As part of creating Ad Campaign, Advertiser shall provide to GOWIDE links to Applications, tracking links and any other content if necessary. Advertiser alone shall be responsible for the content of its Ad Campaigns.
3.2 Ad Campaigns may be placed via AppBooster Platform on mobile applications as determined by GOWIDE for cost per install (“CPI”) Ad Campaigns.
3.3 Advertiser acknowledges that, except as otherwise agreed in writing, GOWIDE will host the Ad Campaign and the parties agreed to utilize a tracking solution offered by third party providers recognized by GOWIDE (“Tracking Partners”). In the event that Advertiser’s Application isn’t integrated with any of the Tracking Partners, Advertiser must provide a custom tracking solution. For more details please contact GOWIDE Support Team at support@GOWIDE.com.
3.4 Advertiser agrees that the entire AppBooster Platform is open for distribution of the Ad Campaign, the Ad may appear at any point of placement and/or distribution that GOWIDE and/or its Publishers may determine, in their respective sole discretion. GOWIDE shall not be held liable or responsible for any actions or omissions of its Publishers.
3.5 Advertiser will own and have right and title to its trade names, trademarks, service marks, logos, and domain names (collectively “Marks”).
3.6 Advertiser hereby grants to GOWIDE, and its Publishers a nonexclusive, limited, worldwide, royalty-free, revocable license to market, display, perform, copy, transmit, distribute, and promote the Ad Campaign(s) in connection with any Services performed by GOWIDE pursuant to the Agreement.
3.7 GOWIDE reserves the right, in its reasonable discretion and without liability to reject, omit, exclude or terminate any Ad Campaign for any reason at any time, with subsequent notice to the Advertiser, whether or not such Ad Campaign was previously acknowledged, accepted or published by GOWIDE. Without derogating from the generality of the above, GOWIDE shall be entitled to so act where it determines that the Ad Campaign, the Ad or the Application promoted thereby (i) violates any applicable law, rule, regulation or other judicial or administrative order or the rules or policies of any Store (App Store or Google Play Store) (ii) promotes or depicts illegal activity or violence, (iii) advocates against a particular group, (iv) infringes upon a third party's rights, (v) introduces viruses, spyware, and malware, (vi) contains sexually explicit content, (vii) depicts illicit drugs and drug paraphernalia, (viii) promotes online casinos and gambling in jurisdictions where such activity is prohibited, (ix) promotes weapons or ammunition, (x) promotes hard alcohol, (xi) could harm minors in any way, or (xii) contain any content that is illegal, promotes illegal activity, misleading, inaccurate, or infringes on the legal rights of others, or (xiii) where the foregoing may otherwise harm GOWIDE, its business or reputation.
3.8 Advertiser is precluded from promoting any applications which are not available for download on the applicable Store. Upon removal of an Advertiser’s Application from the Store, Advertiser shall promptly inform GOWIDE of such occurrence and immediately cease to run the Ad Campaign associated with such Application.
3.9 GOWIDE does not warrant or otherwise undertake that an Ad Campaign shall achieve any specific performance or volumes within the term of the Ad Campaign and with the budget agreed for such Ad Campaign.
3.10 Although GOWIDE shall exercise reasonable efforts to endeavor that Advertiser’s daily budget shall not exceed the amount set forth in the Campaign Settings, Advertiser shall remain liable to pay for installations in accordance with Section 4 even if the daily budget was exceeded.
4. ADVERTISER’S PAYMENT OBLIGATION4.1 Advertiser shall pay GOWIDE based on the number of installs in accordance with the rate set forth in the Campaign Settings. GOWIDE may determine a minimum rate which can be changed by GOWIDE from time to time.
4.2 Advertiser shall also remain liable to pay GOWIDE for any installations which occur up to 48 hours following the completion/termination of an applicable Ad Campaign.
4.3 AppBooster Platform operates in compliance with 100% prepayment terms. In order to start Ad Campaign Advertiser should have a required amount of money available at their account in AppBooster Platform. Advertiser spends this amount per their sole discretion by running Ad Campaigns for their Applications. Advertiser may remit the payment to GOWIDE by credit card, PayPal and/or wire transfer. All payments will be made in U.S. dollars.
4.4. In the event that Advertiser guarantees to allocate a budget of $10,000 and more to their Ad Campaigns, GOWIDE may consider offering them a Net 30 payment terms. In such event GOWIDE and Advertiser shall enter into agreement by signing the Insertion Order in addition to these Advertiser T&C. GOWIDE reserves the right to request the proof of Advertiser’s credibility, such as credit references, etc.
4.5 Advertiser will have no right to setoff, withhold or otherwise deduct any amount already spent on Ad Campaigns via AppBooster Platform hereunder. Such amount is non-refundable. Any Advertiser's requests for refund will be reviewed and accepted only in case of Advertiser's written request to terminate the Agreement and cooperation between Advertiser and GOWIDE.
4.6 Upon expiration of 90 calendar days following the date of last transfer of money to Advertiser's account in AppBooster Platform by Advertiser, GOWIDE shall not accept any requests for refund of amounts that remain in this account.
4.7 GOWIDE reserves the right to charge interest and other fees with respect to payment obligations as set forth in Provision 4.4 of these Advertiser T&C which become past due. In the event of expiration of the payment terms by Advertiser in accordance with Insertion Order, GOWIDE shall bear interest at the rate of 0.1% (zero point one percent) for each day of delay, but not more than 10% of the outstanding amount. GOWIDE shall refund only net amounts received from Advertiser. In the event of refund Advertiser shall be responsible for all bank-related fees.
4.8 GOWIDE and Advertiser are solely and separately responsible for their own taxes, levies and duties. If Advertiser is required by any law or regulation to make any withholding or deduction from fees payable to GOWIDE on account of any taxes, duties or levies in connection with the provision of the Services to Advertiser, Advertiser shall, together with the relevant payment, pay such additional amount as will ensure that GOWIDE receives an amount equal to the sum it would have received if no such withholding or deduction had been required.
4.9 The Party that remits payment to another Party is solely and separately responsible for any and all bank charges and fees in regard to respective payment except of refund payments as set forth in these Advertiser T&C.
5. AppBooster PLATFORM5.1 GOWIDE may modify the AppBooster Platform or any of the features provided in connection with the AppBooster Platform at any time with or without notice to Advertiser. Accordingly, Advertiser shall have the right to use only the current version of the AppBooster Platform as existing at the relevant time.
5.2 GOWIDE reserves its right to cease operation of the AppBooster Platform at any time, at its sole discretion and without notice. Advertiser shall be entitled to receive any balance owed to it. Any other claims are excluded.
5.3 GOWIDE makes no guarantees with respect to the availability or uptime of the AppBooster Platform or Services. GOWIDE may conduct maintenance on or stop providing any portion of the AppBooster Platform, at any time with or without notice to Advertiser. GOWIDE may change the method of access to the AppBooster Platform at any time. It is in the best interests of both parties that GOWIDE maintains a secure and stable environment. In the event of degradation or instability of GOWIDE system or an emergency, GOWIDE may, in its sole discretion, temporarily suspend Advertiser’s access to the AppBooster Platform or Services.
5.4. AppBooster is a self-serve mobile traffic platform, a technological solution provided to bridge Advertisers and Publishers. AppBooster acts only as an intermediary between the Advertiser and the Publisher. The Publishers are free to decide whether or not, and to which extent, they display the Ads. GOWIDE and AppBooster Platform have no influence in this regard and thus provide no guarantee that Ads will be displayed in a quantity satisfactory for the Advertiser. GOWIDE provides no guarantee as to the satisfactory response of the Publishers’ Users.
5.5. In the Publisher Terms and Conditions, GOWIDE obliges the Publishers to accept certain terms aimed at protecting the Advertisers. GOWIDE can neither warrant nor represent that the Publishers will adhere to their obligations. Nevertheless, GOWIDE provides anti-fraud rules for the Publishers to respect in regard to AppBooster, but is under no obligation to monitor whether these rules are being followed. Advertiser acknowledges and agrees that GOWIDE and AppBooster Platform shall not be liable for any instances of fraud on the part of end-user consumers and Advertiser agrees to pay GOWIDE in full for all services performed via AppBooster Platform under the Agreement regardless of consumer fraud.
5.6. You understand and agree that GOWIDE may send you certain communications, such as GOWIDE Services announcements, newsletters, legal notices regarding your use of AppBooster Platform, etc. If you do not want to receive emails from GOWIDE, please indicate your preference by clicking the unsubscribe link at the bottom of the email.
6. COMPLIANCE WITH LAWS AND REGULATIONS; PROHIBITED ACTIVITY6.1 Advertiser represents and warrants that at all times it will be compliant with all relevant laws, regulations and generally accepted standards in any relevant jurisdiction as well with the applicable Store’s rules and policies, including without limitations with respect to privacy, collection and processing of personal data and information, protection of minors, the rights of third parties and fair competition.
6.2 In addition, Advertiser shall not and will not allow any third party to: (i) directly or indirectly access, launch and/or activate the Services through or from, or otherwise incorporate such Services in, any software application, website or other means other than the AppBooster Platform, and then only to the extent expressly permitted herein; (ii) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of the AppBooster Platform or any other GOWIDE’s technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation or prepare any derivative works thereof; (iii) remove, obscure, or alter any of GOWIDE’s copyright notices or Marks affixed to or contained within AppBooster Platform; and (iv) without GOWIDE’s prior written consent use the Services in any manner that is not permitted hereunder.
6.3 Advertiser may not use robots, spyders, scraping or other technology to access or use the App Booster Platform or Services to obtain any information beyond what GOWIDE provides to Advertise under the Agreement.
6.4 Advertiser acknowledges and agrees that at any time during the term of the Agreement, if GOWIDE believes, in its reasonable judgment, that Advertiser or anyone on its behalf is engaged in any conduct or activity which is prohibited under this Section 6 above, GOWIDE (and any of its Publishers) shall have the right (without prior notice to Advertiser) to (i) remove and take any measures needed to prevent or correct such conduct or activity from being used in connection with the Services; and (ii) suspend or cease Ad Campaign. For the removal of doubt, GOWIDE shall not have any liability to Advertiser whatsoever as a result of any of the foregoing actions taken by GOWIDE.
7. INTELLECTUAL PROPERTY7.1 As between GOWIDE and Advertiser: (i) GOWIDE retains all rights, title and interest in and to all Intellectual Property Rights embodied in or associated with the AppBooster Platform, GOWIDE’s website, all of its Services as well as any derivative therefrom; and (ii) Advertiser retains all rights, title and interest in and to all Intellectual Property Rights embodied in or associated with its Application. There are no implied licenses under the Agreement, and any rights not expressly granted to Advertiser hereunder are reserved by GOWIDE or its suppliers. Advertiser will not take any action inconsistent with GOWIDE’s ownership of the AppBooster Platform, its website, all of its Services as well as any derivative therefrom. Neither party will exceed the scope of the licenses granted hereunder.
7.2 Advertiser agrees that GOWIDE, in its sole discretion, may use Advertiser’s Marks for the purpose of advertising or publicizing Advertiser’s use of the Services.
7.3 For the purpose of this Section 7, “Intellectual Property Rights” means the right and title in and to all intangible legal rights, whether or not registered, including, without limitation, patents, Marks, copyrights, moral rights, goodwill, know how, databases, trade secrets, confidential business and technical information.
8. CONFIDENTIALITY8.1 Each of the Advertiser and GOWIDE (as applicable, “Receiving Party”) shall keep confidential and shall not disclose to any third-party any and all proprietary information or confidential information disclosed to it by the other party (“Disclosing Party”) during the term of the Agreement and/or relating to the business, processes, practices, products, technology, personally identifiable end-user information, customers, accounts, finance or contractual arrangements or trade secrets of the other party and any information concerning the Services or the substance of any report, recommendations, advice, test disclosed in relation to the Services (“Confidential Information”), and shall use such Confidential Information solely for the performance of its obligations under the Agreement.
8.2 The obligations in this Section 8.1 shall not apply to Confidential Information which the Receiving Party is able to show, through clear and convincing evidence, (i) was already known to the Receiving Party prior to disclosure of Confidential Information to it not through a breach of confidentiality obligation or a wrongful act, (ii) was in the public domain through no fault of the Receiving Party, (iii) is required to be disclosed by applicable legislation, or (iv) is required to be disclosed by banks, payment processing companies and/or any other financial institutions strictly in regard to Advertiser's cooperation with GOWIDE. Advertiser authorizes GOWIDE to disclose to banks, payment processing companies and/or financial institutions the information that allows to verify Advertiser's identity (including but not limited to Advertiser's officers, employees, agents, and representatives' names, addresses, contact details, etc.) and prove the Advertiser's cooperation with GOWIDE (including but not limited to invoices, financial records, transaction details, Ad Campaigns' details, history of cooperation, etc.). Either party may disclose Confidential Information that has been approved in advance in writing by the other Party for disclosure.
8.3 Advertiser will not make any public statement regarding the Agreement, the terms of the Agreement, any aspect thereof or the AppBooster Platform without GOWIDE’s prior written approval which may be withheld in GOWIDE’s sole discretion. Advertiser permits GOWIDE to make public statements about Advertiser’s use of the Services.
8.4 The obligation of confidentiality of the Receiving Party pursuant to this Section 8 shall survive the termination of the Agreement for a period of 3 years.
9. REPRESENTATIONS AND WARRANTIESAdvertiser represents and warrants that:
- it has the full right, power, legal capacity and authority to enter into and perform its obligations under the Agreement;
- the entering by it into the Agreement and the performance hereof, will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party;
- at all times, the Applications will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other Intellectual Property Right;
- it shall not engage in any illegal business practices in any jurisdiction in respect of the AppBooster Platform or the Services and it shall further comply in all matters with all applicable laws, regulations and generally accepted standards with respect to the same; and
- it shall otherwise comply with all of its obligations under the Agreement.
10. DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITYEXCEPT AS EXPRESSLY STATED HEREIN, GOWIDE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. GOWIDE DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE, SERVICES, OR THE APP BOOSTER PLATFORM WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. ALL PRODUCTS AND SERVICES PROVIDED BY GOWIDE HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ADVERTISER ACKNOWLEDGES THAT IT DID NOT ENTERED INTO THE AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. GOWIDE WILL HAVE NO INDIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. GOWIDE AGGREGATE LIABILITY UNDER THE AGREEMENT (UNDER ANY THEORY OF LIABILITY) IS LIMITED TO AMOUNTS PAID OR PAYABLE TO GOWIDE BY ADVERTISER FOR THE SERVICES IN THE MONTH PRECEDING THE CLAIM.
11. INDEMNIFICATION11.1 Except as expressly provided in the Agreement, Advertiser (the “Indemnifying Party”) shall defend, hold harmless, and indemnify GOWIDE and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors and permitted assignees (collectively, the “Indemnified Party”) from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed by any third party against the Indemnified Party (collectively, “Third Party Claims”) arising out of a breach of any warranty, representation or obligation made by the Indemnifying Party under the Agreement.
11.2 The Indemnified Party shall: (i) promptly notify the Indemnifying Party of any Third Party Claim provided that a failure to give prompt notice shall not excuse or diminish the Indemnifying Party’s obligations under this Section 11 unless such failure shall materially and adversely affect the Indemnifying Party’s ability to defend such Third Party Claim, (ii) provide the Indemnifying Party with reasonable information, assistance and cooperation in defending the Third Party Claim at Indemnifying Party’s cost, and (iii) give the Indemnifying Party full control and sole authority over the defense and settlement of such Third Party Claim; provided, however, that any settlement will be subject to the Indemnified Party’s prior written approval (which approval shall not be unreasonably withheld or delayed) and provided further that GOWIDE shall not be required to allow Advertiser to assume the control of the defense of a Third Party Claim to the extent that GOWIDE reasonably determines that (i) such claim relates to the AppBooster Platform, (ii) any relief other than monetary damages is sought against the Indemnified Party, (iii) in the reasonable judgment of the Indemnified Party’s counsel, there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense, or (iv) settlement of, or an adverse judgment with respect to, such Third Party Claim could reasonably be expected to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party. The Indemnified Party may join in the defense of such Third Party Claim with counsel of its choice at its own expense.
11.3 The failure of the Indemnifying Party to comply with Section 11.2 will entitle the Indemnified Party to act on behalf of the Indemnifying Party, at the expense of the Indemnifying Party.
12. TERMINATION12.1 Either Party (the “Performing Party”) shall be entitled to terminate the Agreement with immediate effect, by written notice to the other Party (the “Defaulting Party”), in the event that the Defaulting Party:
- is in material breach of its obligations under the Agreement, where the Defaulting Party has failed to remedy such breach (if capable of remedy) to the reasonable satisfaction of the Performing Party within 7 (seven) days of the Performing Party providing to the Defaulting Party written notice of such breach (which notice shall, in reasonable detail, specify the nature of the breach);
- passes a resolution for winding up (other than for the purposes of a solvent amalgamation or reconstruction) or a court makes an order to that effect or becomes or is declared insolvent or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors or has a liquidator, receiver, administrator, administrative receiver, manager, trustee or similar officer appointed over any of its assets or ceases, or threatens to cease, to carry on business or suffers an analogous event anywhere in the world; or
- becomes the subject of a third-party litigation or enforcement proceeding as a result of or in connection with that party’s activities under the Agreement, which is likely to have a material adverse effect on its ability to perform its obligations hereunder.
12.2 Notwithstanding the above, GOWIDE may terminate the Agreement and/or any IO at any time with immediate effect for cause or without cause. Advertiser may terminate the Agreement and/or any IO upon prior written notice to the other GOWIDE.
12.3 Upon termination or expiration of the Agreement for any reason:
- Advertiser that entered into agreement with GOWIDE as set forth in Provision 4.4 of these Advertiser T&C will pay GOWIDE all amounts due and owing according to Net 30 payment terms;
- any and all licenses and rights granted to either party in connection with the Agreement shall immediately cease and terminate; and
- any and all Confidential Information or proprietary information of either party that is in the other party’s possession or control must be immediately returned or kept confidential as stated out in Section 7.1.
- if Advertiser's account balance is less than US$50 (the “Termination Threshold”), such earned balance below the Termination Threshold will not be paid and will automatically be forfeited and GOWIDE will own any such amounts. If Advertiser's earned balance at the time of expiration or termination is greater than the Termination Threshold, GOWIDE will remit the amount earned within approximately 90 days of the end of the month of termination to Advertiser. GOWIDE will attempt to pay Advertiser for undisputed amounts earned and unpaid, however, if GOWIDE is unable to remit payment to Advertiser due to circumstances beyond GOWIDE control, Advertiser will automatically forfeit all such amounts and GOWIDE will own any such amounts. Moreover, Advertiser acknowledges and agrees that GOWIDE is entitled to retain 10% of any refundable amount. in case of the following grounds for refund: a) Advertiser's mobile app hasn't been free to download, and/or b) Advertiser hasn't integrated the tracking system required by AppBooster into their mobile app.
13. GOVERNING LAWThe Agreement shall be governed and construed in accordance with the laws of the State of Illinois.
14. MISCELLANEOUS14.1 Subject always to the provisions of Section 14.2 below, neither party may assign the Agreement without the other’s prior written consent, which shall neither be unreasonably withheld nor delayed.
14.2 Notwithstanding the foregoing, (i) GOWIDE shall be entitled to assign the Agreement to any third-party, without need of consent from Advertiser, if such assignment is required as part of a merger, sale of assets, change of control or other similar transaction in which the assigning party or any entity within its group of companies is involved; and (ii) GOWIDE shall be entitled to assign the Agreement to any of its affiliates (i.e. any person that controls, is controlled by or is under common control with GOWIDE, where control shall mean the ability to direct the activity of a relevant person).
14.3 The Agreement is the complete and entire agreement between GOWIDE and Advertiser regarding the subject matter hereof and supersedes all prior agreements or understanding between the parties, and each party acknowledges that it has not relied upon any representation from the other which is not contained in the Agreement in entering into the Agreement.
14.4 Nothing in the Agreement shall create or be deemed to create a partnership, joint venture or principal-agent relationship between the parties and no party shall have authority to bind the other party in any way or manner.
14.5 The failure of either party at any time in enforcing any right or remedy under the Agreement shall not be construed as a waiver of any future or other exercise of such right or remedy.
14.6 Notwithstanding that the whole or any part of any provision of the Agreement may prove to be illegal or unenforceable, the other provisions of the Agreement and the remainder of the provision in question shall remain in full force and effect, and the parties shall replace such illegal or unenforceable provision with legal and enforceable provisions which will reflect to the greatest extent possible the intention of the parties hereunder.