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Publisher

General Publisher Agreement

This General Publisher Agreement (“Agreement”) is between Gunggo Co. Ltd (“Gunggo”) with its primary address at 7270 Woodbine Ave, Suite 302, Markham, Ontario, Canada and publisher (“Publisher”) to establish the terms and conditions by which Publisher may display advertising on behalf of Gunggo customers (“Advertisers”).

Gunggo and Publisher agree as follows:

1. GUNGGO NETWORK

Gunggo reserves the right, in its sole discretion and without liability, to (i) refuse service to any new or existing Publisher or Media Site(s) for any reason; and (ii) reject, omit, or exclude any Publisher or Media Site for any reason at any time with or without notice to the Publisher. This Agreement is voidable by Gunggo immediately if Publisher fails to disclose, conceals or misrepresents itself in any way. Unless otherwise approved by Gunggo in writing, Publisher may only have one (1) membership account with Gunggo; each Media Site is obligated by and bound by this Agreement.

Membership for Websites. Publisher’s membership in the Network is subject to prior approval by Gunggo. Approval of membership in the Network is limited to the Website(s) that Publisher has submitted for approval. Publisher may submit additional Websites for approval during the term of this Agreement; however, Gunggo shall have no obligation to approve any Website(s), even if the additional Website(s) is the property of an already approved Publisher.

Publisher agrees that it will not use the Gunggo Websites and/or its interfaces or any content therein or data obtained therefrom for any purposes other than as permitted under this Agreement and that Publisher will not disseminate any of the information contained on Gunggo Websites. Access to the Gunggo Websites may be limited in accordance with the Website type. Publisher agrees that it will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access or manage Publisher’s account with Gunggo or to monitor or copy the Gunggo Websites except on the prior written approval of Gunggo.

Publisher understands and agrees that from time to time the Gunggo Websites may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Gunggo may undertake from time to time; or (iii) causes beyond the control of Gunggo or which are not reasonably foreseeable by Gunggo, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion, or other failures. While Gunggo will attempt to provide access to the Gunggo Websites on a continuous basis, Publisher acknowledges and agrees that Gunggo has no control over the availability of the Gunggo Websites on a continuous or uninterrupted basis and any failure resulting from technical difficulties does not represent a failure by Gunggo to meet its obligations of this Agreement. Publisher also understands and agrees that Gunggo is not responsible for the functionality of any third-party website or interface. Terms of this Agreement are subject to Gunggo hardware, software, and bandwidth traffic limitations. Gunggo reserves the right to discontinue offering any of the functions on the Gunggo Websites at any time. Except as otherwise specified by Gunggo, Publisher agrees that it will direct all communications relating to any Gunggo Website, Ad, Advertiser, or its participation therein directly to Gunggo and not to any other entity.

2. MEDIA SITE CONTENT AND PROHIBITED CONDUCT

Any Websites that relate to or have any characteristic of the following must be approved in writing by Gunggo and shall be on a case by case basis: (i) excessive ads, app – quest/test, user generated content (blogs, forums, discussion boards, chat rooms, etc.) that is not regulated, (ii) foreign websites, (iii) controversial issues (e.g. religion, sexual orientation and/or edgy humor), (iv) wrestling, (v) anime, (vi) gaming, (vii) old content, and/or (viii) poor quality design and functionality.

Media Sites that produce, relate to or have characteristics of Prohibited Conduct are prohibited in the Network. “Prohibited Conduct” is defined as:

ADS & TRACKING - PUBLISHER SHALL NOT: (i) place Ads in emails (unless approved by Gunggo in writing) or SMS/text messages; (ii) intentionally place Ads on blank web pages or on web pages with no content; (iii) stack Ads (e.g. place on top of one another so that more than two (2) ads are next to each other); (iv) place Ads on non-approved Websites, or in such a fashion that may be deceptive to the User; (v) for Websites, incentivize offers or create the appearance to incentivize offers; (vi) place statements near the Ads requesting that Users "click" on the Ad (i.e., "Please click here," "visit" the sponsor, "Please visit our sponsor"); (vii) for Websites, place misleading statements near the Ad (i.e., "You will win $5,000"); (viii) redirect traffic to a website other than that listed by the particular Advertiser; (ix) ask Users to take advantage of other ads or offers other than those listed by the particular Advertiser; (x) place Ads on personal web pages (unless otherwise approved by Gunggo in writing), or free hosted pages (i.e. Blogspot, Wordpress, Tripod, etc.); (xi) serve Ads, or drive traffic to such Ads, using any downloadable applications (non-Mobile Applications) without the prior written approval of Gunggo, which, if provided, is subject in each case to the following condition: Ads delivered in such approved downloadable applications may only be shown once per User session when the application is active, enabled and clearly recognizable by the User as being active and enabled; serving Ads at any time when the downloaded application is not active is strictly prohibited and grounds for immediate termination without pay; (xii) use invisible methods to generate impressions, clicks, or transactions that are not initiated by the affirmative action of the User; (xiii) attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Network IP, Media Site tags, source codes, links, pixels, modules or other data provided by or obtained from Gunggo that allows Gunggo to serve the Ad and measure its performance and operate the Network; (xiv) deliver in-page Ad code via pop-ups/unders or (xv) participate in browser history sniffing.

SITES – PUBLISHER SHALL NOT: place any Ads or Network IP on Media Sites that contain, promote, reference or have links to: (i) profanity, sexually explicit materials, hate material, promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age, or family status, or any other materials deemed unsuitable or harmful to the reputation of Advertiser or Gunggo; (ii) software piracy (including but not limited to warez, cracking, etc.), hacking, phreaking, emulators, ROM’s, or illegal MP3 activity; (iii) illegal activities, deceptive practices or violations of the intellectual property or privacy rights of others; (iv) websites under construction, or that do not own the domain they are under; (v) charity clicks/donations, paid to surf, personal sites, Media Sites not owned by or under the control of Publisher, ActiveX downloads, no content (link site), all affiliate links, or incentivized traffic; (vi) promote activities generally understood as internet abuse, including but not limited to, the sending of unsolicited bulk email or the use of Spyware.

 

3. AD CONTENT AND PLACEMENT

Compliance with Industry Standards. Publisher agrees to undertake and place Ads in compliance with this Agreement, the Interactive Advertising Bureau Guidelines, Standards and Best Practices, the Publisher Guidelines (for Websites), Gunggo Content Guidelines, WIKI Best Practices, and Mobile Marketing Association standards (for Mobile Applications), and Gunggo and/or Gunggo issued insertion order (if any) including all Ad placement restrictions or channels specifications, in accordance with the highest industry standards. Publisher shall position the Ads in such a manner to assure that they are fully and clearly visible to consumers and displayed in a similar manner as other advertisers included in the Media Site.

No Modifications to Ads or Network IP. Except as permitted under this Agreement, Publisher shall not alter, copy, modify, take, sell, re-use, or divulge in any manner any Creative or Network IP without Gunggo’s prior written consent and any approved modifications shall be owned solely by Gunggo. Publisher shall not copy Ads and display them directly from a Media Site(s); redirect traffic to a Media Site(s) other than a Media Site(s) specified in writing by Gunggo and/or Gunggo; or ask Users to take advantage of other advertisements or offers other than those provided by Gunggo and/or Gunggo or Advertiser. Any Gunggo Ad that is copied, changed, or altered without prior written approval by Gunggo will result in non-payment for the campaign and may result in termination.

Requirements for Websites. Publishers of Websites shall be solely responsible for (i) managing its advertising content exclusions in the Gunggo interface; and (ii) placing Ads on Gunggo approved Website(s), which placement shall be subject to the terms and conditions of this Agreement. All in page Ads must be placed above the fold or within 1,000 pixels of the top of the web page. Pop-under cannot be launched from Websites that launch more than a total of two (2) pop windows, including the Gunggo pop-under. Publisher agrees to use the Network IP for displaying an Ad and an Ad may not be placed more than once per web page view.


Publisher acknowledges and agrees that Gunggo may not be able to fill one hundred percent (100%) of inventory with paying Ads. Gunggo may provide free Publisher-defined default redirects expressly for this reason. If Publisher chooses not to specify a default redirect, Gunggo will display so-called 'house' Ads when paid advertising is unavailable or when technical difficulties require it. Under no circumstances does Gunggo guarantee to provide any percent fill of paid Ads to a Media Site.

 

4. NETWORK QUALITY

 

Gunggo employs individuals for the express purpose of monitoring the Media Sites within the Network to ensure that its’ Advertisers receive high quality inventory. Gunggo has also developed several advanced anti-fraud systems and regularly audits the Media Sites. Any Publisher that commits fraudulent activities, including false clicks, false impressions, or incentivized clicks, will have their accounts permanently removed from the Network and shall not be compensated for fraudulent traffic as determined by Gunggo in its sole but reasonable discretion.

5. PROPRIETARY RIGHTS

Immediately following download of the Ad-enabled Property by a User to such User’s Compatible Device, Publisher acknowledges and agrees that Gunggo or its affiliates, suppliers, service providers, or business partners may serve Ads to such User’s Compatible Device via the Ad-enabled Property, and Publisher hereby grants to Gunggo (and its affiliates, suppliers, service providers, and business partners) any and all necessary rights and licenses to do so. Consequently, and without limiting the foregoing, Gunggo and its affiliates, suppliers, service providers and business partners are authorized to load Network IP onto such Ad-enabled Properties in connection with such serving of Ads. Provided that Publisher complies with all provisions of this Agreement, Gunggo hereby grants to Publisher a nonexclusive, limited, revocable license to use, execute, and display the Network IP solely for Publisher’s performance of its obligations hereunder. Except for the limited license expressly granted in this Section, nothing in this Agreement shall be construed as Gunggo granting Publisher any right, title or interest in Network IP. Publisher acknowledges and agrees that Gunggo and/or Advertiser owns all right, title and interest in and to the Network IP and all related intellectual and proprietary rights of any kind anywhere in the world. Publisher’s use of the Network IP or the results created thereby, or disseminating or distributing the same, except as expressly permitted by this Agreement, is strictly forbidden and will result in the termination of this limited license and may result in Publisher being held liable under applicable law.

Intellectual Property Ownership. Subject to the limited licenses granted to Gunggo and Publisher herein, each party shall own and shall retain all right, title and interest in its Intellectual Property. Except as provided in this Agreement, neither party may distribute, sell, reproduce, publish, display, perform, prepare derivative works or otherwise use any of the Intellectual Property of the other party without the express prior written consent of such party.

6. REPRESENTATIONS AND WARRANTIES

Publisher Responsibility. The parties hereby acknowledge that Publisher is solely responsible for the method of dissemination of the Ad campaigns and that Gunggo will not have any control over the method of dissemination and is relying entirely on these warranties made by Publisher. Publisher represents that it has paid all Publisher License Fees and Publisher covenants to timely pay any Publisher License Fees required to be paid during the term of this Agreement. Publisher further expressly agrees that it owns or has appropriate license to the content on its Media Sites, and any Publisher License Fees required for Publisher content are Publisher's obligation and not the obligation of Gunggo.

Warranties. Publisher represents, warrants, covenants and acknowledges that (i) it will provide and maintain the resources, personnel and facilities suitable to perform its obligations under the Agreement; (ii) for Websites, it will comply with all applicable federal, state and local laws and regulations including, without limitation, laws relating to advertising, the internet, privacy and unfair business practices; (iii) for Properties, in any jurisdiction where Ads are used/viewed, do not to operate or utilize a Mobile Website or Mobile Application that fails to comply with legislation, regulations or guidelines on mobile marketing as may be implemented into national law/regulations, and any laws and/or regulations that govern mobile marketing and/or mobile communications (whether for commercial use or otherwise); (iv) it will not engage in Prohibited Conduct; (v) that Publisher is either an entity or at least 18 years of age on the effective date of this Agreement; and (vi) that Gunggo does not make any specific or implied promises as to the successful outcome of any Ad or campaign.

Mutual Warranties. Each party represents and warrants to the other that (i) it has the full right, power, legal capacity, and authority to enter into, deliver and fully perform under this Agreement; (ii) neither the execution, delivery, nor performance of this Agreement will result in a violation or breach of any contract, agreement, order, judgment, decree, rule, regulation or law to which such party is bound; and (iii) such party acknowledges that the other party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly provided for in this Agreement.

7. PRIVACY

Obligations. Internet consumer privacy is of paramount importance to Gunggo, its subsidiaries, and its Advertisers. Gunggo is committed to protecting the privacy of Users, consumers, and Advertisers, and to do its part to maintain the integrity of the internet. Publisher therefore affirms and attests that it will adhere to fair information collection practices with respect to its performance under this Agreement.

Privacy Requirements. Publisher must clearly and conspicuously post notice on its Media Site(s), and in any other location necessary to ensure that notice to consumers is clear, meaningful, and prominent, that is easy to understand and that (i) is in compliance with (x) all FTC Guidelines and any other applicable laws, rules and regulations with respect to online privacy; (y) all applicable Network Advertising Initiative Self-Regulatory Codes of Conduct as amended from time to time; and (z) all applicable Digital Advertising Alliance Self-Regulatory Principles, as amended, which can be found at www.aboutads.info; (ii) identifies the nature and scope of the collection and use of data gathered by Publisher and its business partners and offers the User an opportunity to opt out from such collection and use of the data.

8. PAYMENT

Payment Rate and Terms. Gunggo reserves the right to set Ad campaign rates, which may vary with market conditions. Publisher will typically be paid within thirty (30) days, but not more than sixty (60) days, after the end-of-month.

Publishers will be paid at the account level. All accounts will be settled in US dollars, unless agreed  in written approval by Gunggo. No payment will be issued for any amount less than $50. All unpaid earnings will rollover to the next pay period. As a condition to Gunggo's obligation to make payments hereunder to Publisher, Publisher must log into their account and provide (i) their mailing address and/or payment instructions; (ii) email address. Gunggo shall be entitled to withhold minimum of $40 for (i) any stop payment it is required to issue or (ii) for each wire transfer fee incurred. All payments are based on actuals as defined, accounted and audited by Gunggo. Gunggo may take legal action and reserves the absolute right to withhold payment from accounts for Publishers that violate any of the terms and conditions set forth in this Agreement.

Calculation of Publisher earnings, including Impressions and click through numbers, shall be in Gunggo’s sole discretion. In the event Publisher disagrees with any such calculation, Publisher shall immediately send a written request to Gunggo detailing, with specificity, Publisher's concerns. Thereafter, Gunggo will provide Publisher with an explanation or, if such calculations are determined by Gunggo to be incorrect, an adjustment. Gunggo’s calculations shall be final and binding. In the event no adjustment is necessary, if so requested by Gunggo, Publisher agrees to reimburse Gunggo for its expenses in responding to Publisher's requests under this Section.

9. INDEMNITY

Publisher is solely responsible for any legal liability arising out of or relating to (i) Publisher's Media Site(s), (ii) any material to which Users can link through on a Media Site, and/or (iii) any consumer and/or governmental/regulatory complaint arising out of any promotion conducted by Publisher, including but not limited to any spam or fraud complaint and/or any complaint relating to failure to have proper permission to conduct such promotion to Users. Publisher shall indemnify, defend, and hold harmless Gunggo and its officers, directors, employees, agents, shareholders, partners, affiliates, representatives, agents and Advertisers (collectively “Gunggo Parties”) harmless from and against any and all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees including in-house counsel time, court costs and witness fees) (collectively “Losses”) incurred by, or imposed or asserted against, the Gunggo Parties which, if true, would constitute or relate to any claims, suits, or proceedings for (i) libel, defamation, violation of rights of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third-party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Media Site(s); (ii) any breach by Publisher of any duty, representation or warranty under this Agreement; (iii) any breach by Gunggo of any duty, representation, or warranty to provide Ad(s) for placement on the Media Site(s) due to any breach by Publisher of this Agreement; (iv) a contaminated file, virus, worm, or Trojan horse originating from the Site(s); or (v) gross negligence or willful misconduct by Publisher.

10. LIMITATIONS OF WARRANTIES AND LIABILITY

THE NETWORK AND ALL SERVICES PROVIDED BY GUNGGO ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GUNGGO MAKES NO WARRANTIES, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS, EXPRESS, IMPLIED, ORAL, WRITTEN, OR OTHERWISE EXCEPT AS EXPRESSLY SET FORTH HEREIN. GUNGGO IS NOT RESPONSIBLE FOR DELAYS CAUSED BY ACCIDENT, WAR, ACT OF GOD, EMBARGO, COMPUTER SYSTEM FAILURE, OR ANY OTHER CIRCUMSTANCE BEYOND ITS CONTROL.

UNDER NO CIRCUMSTANCES SHALL GUNGGO BE LIABLE TO PUBLISHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF GUNGGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THE ADVERTISING RELATIONSHIP PROVIDED HEREIN. IN NO EVENT SHALL GUNGGO’S TOTAL OBLIGATIONS OR LIABILITY HEREUNDER EXCEED THE LESSER OF THE SPECIFIC ADVERTISING CAMPAIGN IN QUESTION OR TEN THOUSDAND DOLLARS ($10,000.00). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST GUNGGO MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE.

PUBLISHER ACKNOWLEDGES THAT GUNGGO HAS AGREED TO PRICING IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THESE CONSIDERATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. PUBLISHER AGREES THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

11. TERM AND TERMINATION

Termination. This Agreement, as may be amended, applies to Publisher for as long as Publisher distributes Ads in the Network. Gunggo reserves the right to terminate any Publisher from the Network at any time, with or without cause.

Upon termination, Publisher agrees to immediately remove from the Media Site(s) any and all Network IP supplied to Publisher by Gunggo. Publisher will be paid, in the next scheduled payment cycle following termination, for all legitimate, non-fraudulently accrued, earnings due up to the time of termination. Upon termination all ties to referrals will be permanently severed and Publisher will not receive nor be entitled to receive future referral commissions hereunder.

12. CONFIDENTIALITY

Each party agrees that it may provide the other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential ("Confidential Information"). Gunggo’s Ad campaign rates are considered confidential. Each party may use Confidential Information received from the other party only in connection with and to further the purposes of this Agreement. Confidential Information shall not be commingled with information or materials of others and any copies shall be strictly controlled. The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated confidential by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third-party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty; or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, or upon written request by Gunggo, Publisher must destroy or return to Gunggo any Confidential Information provided by Gunggo under this Agreement.

13. CHOICE OF LAW AND ATTORNEYS’ FEES

This Agreement is governed by the laws of the Province of Ontario (CANADA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in Ontario, Canada. The parties consent to such venue and jurisdiction, waive any right to a trial by jury, and agree to waive the personal service of any process upon them by agreeing that service may be effected by overnight mail (using a commercially recognized service) or by Canada Post mail with delivery receipt to the last address provided by Publisher. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs.

14. ENTIRE AGREEMENT AND MODIFICATION

This Agreement including exhibits, addenda, and/or any insertion orders issued by Gunggo contains the entire understanding of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by a written instrument signed by the parties or through a "click through" acknowledgement of assent. Notwithstanding the foregoing, Gunggo shall have the right to change, modify or amend this Agreement, in whole or in part, by posting without prior notice a revised Agreement at least five (5) days prior to the effective date of such change. Publisher’s continued use of the Network after the effective date of the aforementioned change shall be deemed Publisher’s acceptance of the revised Agreement.

15. ASSIGNMENT

No rights or obligations under this Agreement may be assigned by Publisher without the prior written consent of Gunggo. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Gunggo and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties, under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

16. INDEPENDENT CONTRACTORS

Each party is an independent contractor. Any intention to create a joint venture or partnership between the parties is expressly disclaimed. Except as set forth herein, neither party is authorized or empowered to obligate the other or to incur any costs on behalf of the other without the other party’s prior written consent.

17. MARKETING

Publisher shall not release any information regarding Ad campaigns, Creatives, or Publisher’s relationship with Gunggo or its Advertisers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Gunggo. Gunggo shall have the right to reference and refer to its relationship with Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual written consent of Gunggo and Publisher.

18. FORCE MAJEURE

Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of internet service providers, default due to internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.

19. SURVIVAL AND SEVERABILITY

Any obligations which expressly or by their nature are to continue after termination, cancellation, or expiration of the Agreement shall survive and remain in effect after such happening. Each party acknowledges that the provisions of the Agreement were negotiated to reflect an informed, voluntary allocation between them of all the risks (both known and unknown) associated with the transactions contemplated hereunder. All provisions are inserted conditionally on their being valid in law. In the event that any provision of the Agreement conflicts with the law under which the Agreement is to be construed or if any such provision is held invalid or unenforceable by a court with jurisdiction over the parties to the Agreement, then (i) such provision will be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and (ii) the remaining terms, provisions, covenants, and restrictions of the Agreement will remain in full force and effect.

 

20. REMEDIES AND WAIVER

EXCEPT AS OTHERWISE SPECIFIED, THE RIGHTS AND REMEDIES GRANTED TO A PARTY UNDER THIS AGREEMENT ARE CUMULATIVE AND IN ADDITION TO, NOT IN LIEU OF, ANY OTHER RIGHTS AND REMEDIES WHICH THE PARTY MAY POSSESS AT LAW OR IN EQUITY. FAILURE OF EITHER PARTY TO REQUIRE STRICT PERFORMANCE BY THE OTHER PARTY OF ANY PROVISION SHALL NOT AFFECT THE FIRST PARTY’S RIGHT TO REQUIRE STRICT PERFORMANCE THEREAFTER. WAIVER BY EITHER PARTY OF A BREACH OF ANY PROVISION SHALL NOT WAIVE EITHER THE PROVISION ITSELF OR ANY SUBSEQUENT BREACH.