Section 1.
Definitions:
As used in this Agreement, the following terms shall have
the meanings set out below or as defined elsewhere in this Agreement:
Action(s): means any action or
activity to be taken by a Consumer specified by Client in an Insertion Order,
for which Client is to compensate 101 Debt Settlement. Such Actions include without limitation,
downloads, clickthroughs, purchase of Client’s products or services pursuant to
an Offer, responses, entry of data or information.
101 Debt Settlement Hosted
Campaign: means the promotion of an Offer by the 101 Debt Settlement Network
whereby Consumer data is collected and recorded by 101 Debt Settlement and is
subsequently transmitted to Client as an Action.
Client Hosted Campaign: is the promotion of an
Offer by the 101 Debt Settlement Network whereby a Consumer is redirected by Dominant
Leads and/or the 101 Debt Settlement Network directly to Client’s Web site to enable
Consumer to effectuate an Action.
Creative: means a graphic file(s)
or creative work produced by 101 Debt Settlement or provided by Client to Dominant
Leads pursuant to an Insertion Order for use in an Offer.
Distribution
Media/Distribution Medium: shall include but not be limited to banners,
textual links, email, transactional ads and other Internet related media.
Insertion Order: Client's purchase of services from Dominant
Leads and its authorization for 101 Debt Settlement and/or its Distribution
Affiliates to run a specific ad in a specific Distribution Medium or on the
Distribution Media, on a certain date or specified period at a specified
price. Each Insertion Order submitted to
101 Debt Settlement during the term of this Agreement, shall be issued pursuant this
Agreement. In the event that the
specific terms of an Insertion Order and the Terms and Conditions conflict, the
Insertion Order shall prevail.
Invalid Action: shall mean Fraudulent,
Incomplete or Duplicate (as defined below) Actions. For purposes of this paragraph, Fraudulent
shall mean only those Actions that result from Distribution Affiliates engaging
in the entry of Consumer information without the consent of the actual
Consumer. Incomplete Actions are those
Actions in which the information sent to Client does not contain the data or
information required by Client in the applicable Insertion Order. Duplicate
shall mean an Action that 101 Debt Settlement sends to Client that contains
identical information 101 Debt Settlement has previously sent to Client within the
prior 30 days. Duplicate Actions
however, do not include any data or information with respect to a Consumer that
Client has received outside of the 101 Debt Settlement Network.
Offer: An advertisement that contains a promotion or
opportunity directed to Consumers that may be made available for publishing by
the 101 Debt Settlement Network in one or more Distribution Mediums.
Suppression File: A list of Consumers requesting the cessation
of commercial email.
UpSell: A technique of promoting Client’s or third party’s products or
services to a Consumer following such Consumer’s completion of an Action or
response to third party’s offer or registration process whereby data (e.g.,
Name, Address and such other information) that would be required for the
purposes of effecting such UpSell is passed from one offer to another such that
a Consumer is not required to re-enter this data.
Web: The World Wide Web or Internet.
Section 2.
Insertion Orders – Obligations of Client
(a) Right to Perform Services
Client hereby grants Dominant
Leads the right, but not the obligation, to make Client’s Offer, its Creatives
and the Licensed Materials (defined below) available to its Distribution
Affiliates for publication on various Distribution Media and to otherwise use
such materials to generate Actions. In addition if specified by Client in each
applicable Insertion Order, 101 Debt Settlement may also (i) publish Client’s Offer
as an UpSell upon the completion of a third-party’s offer or registration
process) and/or (ii) procure Actions via an incentivized site or registration
process. For the purposes of this Agreement, an “incentivized site or
registration process” shall include, but not limited to, Web sites allowing a
Consumer to obtain points, gifts, premiums, cash or other form of remuneration
for agreeing to enter into or completing an Offer.
(b) Right to Licensed
Materials
For each Insertion Order
submitted to 101 Debt Settlement pursuant to this Agreement, Client shall provide
(if not already provided): product
descriptions, service marks, GIF or JPEG images, trademarks, copyrighted
materials, logos, Offer copy (including but not limited to headline, Offer
description, additional terms and conditions (if applicable and not
inconsistent with this Agreement)) and other product or service attributes that
will assist 101 Debt Settlement and its Distribution Affiliates (collectively the “Dominant
Leads Network”) in inserting or publishing Client’s Offer in the applicable
Distribution Medium or Distribution Media (the “Licensed Material”). Client hereby grants to 101 Debt Settlement, a
non-exclusive, revocable, non-transferable, royalty-free, limited license to
the intellectual property rights owned or controlled by Client to the Licensed
Materials. The licensing of Client
intellectual property rights to 101 Debt Settlement shall only occur to the extent
that such a license is required for performance of the services contemplated
hereunder or within any applicable IO(s).
Such license shall terminate immediately upon termination of this Agreement
or any applicable IO(s) in effect.
Client grants Dominant
Leads the right to reformat (in size and scope in connection with the display
and/or publishing only) and sublicense such Licensed Materials for purposes of
distribution, display and publishing of any Offer. Client understands that 101 Debt Settlement may
distribute Client’s Offers and Licensed Materials on any Distribution Affiliate
selected by 101 Debt Settlement provided that such Distribution Affiliate has
represented to 101 Debt Settlement that: (i) the content of its site(s) are not
libelous, defamatory, infringing, pornographic, or offensive to the general
public, (ii) all right, title and
interest in the Offer or Licensed Material is exclusively owned by Client and
that Distribution Affiliate has no right other than the limited right to display
such Licensed Materials as sublicensed by 101 Debt Settlement, and (iii) such
Distribution Affiliate will not modify or alter the Licensed Materials in any
manner other than as directed by 101 Debt Settlement subject to 101 Debt Settlement’s
obligations to Client hereunder.
Client represents and warrants that it owns or has a license to the
Licensed Materials and the authority to grant licenses with the right to
sublicense such Licensed Materials for promotions and advertisements relating
to an Offer. Client further warrants
that 101 Debt Settlement’s use and sublicense of the Licensed Materials will not
infringe on the copyrights, trademarks, service marks, patents, or other
intellectual property or personal rights held by any third party.
(c) Actions and Monitoring
(d) Client Hosted Campaigns
Except as otherwise
provided in the applicable Insertion Order for all Client Hosted Campaigns,
Client agrees to (i) place an 101 Debt Settlement pixel tag or other tag on its
confirmation or thank-you page or such other Web page to confirm an Action (a “Tag”); (ii) not remove such Tag until
the termination of the campaign specified in the applicable Insertion Order;
and (iii) record any transaction identification information (“Transaction ID”) sent to Client by Dominant
Leads with respect to any Action so that the parties will be able to track
Actions. Client shall provide Dominant
Leads, via Client’s account representative, Action totals on a daily basis
through receipt of the first invoice by Client, and at least weekly
thereafter. The information provided by
Client to 101 Debt Settlement shall confirm that the Tag and/or Transaction ID sent
by 101 Debt Settlement to Client is enabled, as well as ensure accuracy between Dominant
Leads’s and Client’s daily Action counts.
If 101 Debt Settlement has agreed to respond to Consumer inquiries on
Client’s behalf, Client shall provide 101 Debt Settlement with the Transaction ID,
Consumer name, and Consumer email address.
Client is responsible for maintaining its Web site so that it can accept
all traffic directed from 101 Debt Settlement.
Client shall be liable for all traffic transmitted by 101 Debt Settlement
that Client’s site does not receive or is unable to handle and/or convert such traffic
into Actions (an “Outage”). The number of Actions that Client shall be
liable for during any such Outage shall be equal to the traffic sent to Client
during such Outage (according to 101 Debt Settlement’s daily Action counts)
multiplied by the greater of: (i) the historical conversion rate for the
applicable Insertion Order for the five (5) business days prior to such Outage;
or (ii) the actual conversion rate for the applicable Insertion Order for the
five (5) business days following the Outage, less any Actions reported by
Client during such Outage.
(e) Compliance and General
The License Materials and
Client’s products or services will comply with all applicable Federal and State
laws, including without limitation, laws governing unfair trade practices, deceptive
or misleading advertising, the Controlling the Assault of Non-Solicited
Pornography and Marketing Act of 2003 (“CAN-SPAM”),
and consumer privacy such as Gramm-Leach-Bliley. For Client Offers that are promoted through
email by the 101 Debt Settlement Network, 101 Debt Settlement shall inform Client, and
Client will be responsible for providing on a consistent and ongoing basis,
updated Suppression File(s). Client further represents that it will perform
its obligations hereunder and its services in good faith; that it has all power
and authority to enter into this Agreement; and that it has duly and validly
authorized this Agreement.
Section 3.
Insertion Orders – Obligations of 101 Debt Settlement
(a)
101 Debt Settlement Hosted Campaigns
Dominant
Leads will transmit Actions on a batch or real time basis directly to Client’s
designated server(s) or as set forth in the applicable Insertion Order. In the
event Client’s designated servers malfunction, 101 Debt Settlement shall transmit
the Action records via alternative mechanisms by e-mail or fax, or as
reasonably requested by Client. Dominant
Leads shall maintain a record of all Transaction IDs or Actions sent to Client.
(b) Client Hosted Campaigns
101 Debt Settlement shall
provide Client with a Tag to place on its confirmation or thank-you page, or such
other Web page and a Transaction ID that will enable 101 Debt Settlement to track
Actions.
(c) General
____ Dominant
Leads represents it will perform its services in a competent and workmanlike
manner; it has all power and authority to enter into this Agreement; it has
duly and validly authorized this Agreement; and that it will comply with all
Federal and State laws and regulations applicable to electronic advertising,
including without limitation, all those promulgated by or under the Federal
Trade Commission and its state equivalents.
Section 4.
Payment
(a) Fees, Payment Terms and
Invoicing
Client agrees to pay Dominant
Leads a fee for each Action transmitted directly or indirectly to Client by Dominant
Leads as set forth in the applicable Insertion Order. 101 Debt Settlement shall invoice Client weekly.
Payment
terms are subject to credit approval and may change in 101 Debt Settlement’
discretion based on Client’s payment history or credit worthiness. Client
will pay all costs of perfection or collection (including court, mediation or
arbitration costs and reasonable attorney fees) incurred by 101 Debt Settlement in
connection with any collection effort or action to collect for fees owing to Dominant
Leads. In order to secure Client’s payment obligations under this Agreement,
Client hereby grants 101 Debt Settlement a security interest in Client’s assets and
authorizes 101 Debt Settlement to perfect such security interest. Non-payment of
fees by Client, or in the event that Client is an agent of a principal, shall
not release either the Client or its principal from liability for payment. If billing is directed to a Client as an
agent of the principal at the request of such principal, then Client and its
principal shall be jointly and severally liable for the payment of all amounts
owing, regardless of whether or not principal is named on the invoice
(b) Returns or Credits
Client may request credit for Invalid Actions in
the following circumstances: (i) Client has provided notification and
reasonable proof concerning alleged Invalid Actions to 101 Debt Settlement within
seven (5) days of receipt of Invalid Actions. Reasonable proof requires the
delivery of documentation linking all such Actions to the respective Dominant
Leads Transaction IDs and (ii) 101 Debt Settlement will review the requests for
credit in good faith and determine whether credits are applicable. Client will be barred from requesting credit
after such five (5) day period.
(c)
Reporting
For
all 101 Debt Settlement Hosted Campaigns, Client shall pay 101 Debt Settlement for the
number of Actions that 101 Debt Settlement has reported and rely exclusively on Dominant
Leads reporting. For all Client Hosted
Campaigns, Client shall pay 101 Debt Settlement the greater of the gross number of
Actions that are reported to 101 Debt Settlement from (i) a Pixel Tag, (ii) the
number of Actions reported on the Client’s back-end reports that track
Consumer’s Actions or responses to an Offer; or (iii) Transaction IDs reported
back to 101 Debt Settlement from Client.
Section 5.
Audit Rights
(a)
Each party shall keep and maintain clear,
accurate, and complete books and records relating to all matters affecting the
payments to be made hereunder, including records of Actions rejected by
Client. At either party’s request, the
other party shall provide to the requesting party, complete records (including
all information contained on such records) of all Actions (including both
rejected and recorded Actions) within five (5) business days of such request.
(b)
In the event that there is a discrepancy in
excess of two percent (2%) between 101 Debt Settlement’s and Client’s records in any
given month, the either party shall have the right upon reasonable notice,
whether written or oral, to audit the books and records of the other party
relating to a period that is within six (6) months of the reporting of such
discrepancy. The audit shall occur at the offices of the audited party during
its normal business hours. Except as may
be required in connection with the resolution of any dispute arising under this
Agreement, each party shall keep in confidence all information furnished to it
or that it might gain or gather from the examination or audit. If any audit discloses any error, then the
parties shall by appropriate payment, promptly adjust the same. If any audit discloses an underpayment of
fees by Client or an under disclosure of Actions by Client exceeding the lower
of $1,000.00 or two percent (2%) of the amount paid by the audited party for
the audited period, the cost of such audit shall be borne by the audited
party. The parties shall by appropriate
payment, reconcile the accounts to properly reflect the Actions recorded.
Section
6.
Ownership/Rights
(a) Except for the Licensed Material, Dominant
Leads shall own all right, title and interest in all 101 Debt Settlement-created
prepared Creative(s), specifically including but not limited to the source code
and “look and feel” of such Creative(s) and the arrangement and presentation of
Licensed Material within such Creative(s). Except for the Licensed Material,
Client shall have only the limited right to use such Creative(s) produced by Dominant
Leads in connection with the advertising campaign(s) contemplated by this Agreement or any subsequent
Insertion Order and such limited right shall terminate immediately upon the
termination of this Agreement. Client
shall have no ownership, right or title to use such Creative(s) for any other
purpose, specifically including but not limited to re-using or repurposing such
Creative(s) for any non-101 Debt Settlement advertising campaign or Offer.
(b) Client shall be entitled to all information
provided by Consumer unique to Client’s Offer.
All records, including data, statistical information or other traffic
analysis, produced for or provided to Client shall be the sole property of Dominant
Leads. Client shall have the right to use such 101 Debt Settlement information
solely for the purpose of assessing the efficacy of the Offer or Insertion
Order; completing an Offer; or making a sale pursuant to the Offer. Client may not resell, license, bundle or
otherwise transfer the aforementioned data to a third party without the express
permission of 101 Debt Settlement.
Section 7.
Disclaimer and Limitation of Liability.
(a)
Disclaimer
101 Debt Settlement DISCLAIMS ANY
REPRESENTATION THAT ITS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; OR THAT
FEATURES OR SERVICES PROVIDED BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO
TELECOMMUNICATION SERVICES, AD-SERVERS, WEB OR “BROWSER” SOFTWARE) WILL NOT BE
INTERRUPTED, WORK, OR BE ERROR FREE.
NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, 101 Debt Settlement’S
SERVICES, INCLUDING, BUT NOT LIMITED TO, SOFTWARE PLATFORMS, ARE PROVIDED
“AS-IS”. 101 Debt Settlement SPECIFICALLY
DISCLAIMS AND CLIENT ACKNOWLEDGES THAT 101 Debt Settlement HAS DISCLAIMED ALL WARRANTIES,
WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ALL IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; ALL
WARRANTIES WHICH MIGHT ARISE FROM COURSE OF DEALING OR CUSTOM OR TRADE; AND
THAT 101 Debt Settlement MAKES NO
REPRESENTATIONS OR WARRANTIES REGARDING THE EFFECTIVENESS, OR APPROPRIATENESS
OF ITS SERVICES, INCLUDING THE VOLUME OF OR QUALITY OF ACTIONS TO BE GENERATED HEREUNDER.
(b)
Limitation on Liability
IN NO EVENT SHALL EITHER PARTY,
ITS AFFILIATES, DISTRIBUTION AFFILIATES AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, SHAREHOLDERS, REPRESENTATIVES OR
AGENTS BE LIABLE TO THE OTHER PARTY, ITS CUSTOMERS, OR ANY OTHER PERSON OR
ENTITY IN CONNECTION WITH or arising out
of THIS AGREEMENT FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR RELIANCE
DAMAGES (OR ANY LOSS OF REVENUE, PROFITS OR DATA), HOWEVER CAUSED, WHETHER FOR BREACH
OF CONTRACT, TORT, NEGLIGENCE OR UNDER ANY OTHER LEGAL THEORY, WHETHER
FORESEEABLE OR NOT AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. CLIENT HAS
BEEN ADVISED THAT 101 Debt Settlement’S SERVICES ARE PROVIDED “AS-IS, WITH ALL
FAULTS AND AS AVAILABLE,” AND THEREFORE, 101 Debt Settlement AND ITS AFFILIATES,
DISTRIBUTION AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
SHAREHOLDERS, REPRSENTATIVES OR AGENTS SHALL NOT BE LIABLE NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. EACH PARTY AGREES ON ITS BEHALF AND THAT OF
ANY PRINCIPAL, THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF
RISK AND ARE REFLECTED IN THE FEES AGREED UPON BY THE PARTIES. EXCEPT WITH
RESPECT TO CLIENT’S PAYMENT OBLIGATIONS HEREUNDER, THE PARTIES TOTAL LIABILITY
HEREUNDER SHALL IN NO EVENT EXCEED THE LESSOR OF (A) THE AMOUNT CLIENT HAS PAID
101 Debt Settlement UNDER ANY APPLICABLE INSERTION ORDER FOR THE PREVIOUS THREE (3)
MONTH PERIOD OR (B) $300,000.00.
Section 8.
Indemnification.
(a)
Subject to the limitations set forth in
Section 7, Client shall defend, indemnify and hold harmless 101 Debt Settlement, its
Affiliates, Distribution Affiliates, and their directors, officers, employees,
representatives and agents against (i) liabilities arising from the products or
services provided by Client under this Agreement; (ii) any Licensed Material or
other material provided by Client on, or in connection with an Offer that,
actually or allegedly, infringes on the intellectual property or personal
rights of a third party, is defamatory or illegal; and (iii) any breach by
Client of its obligations or representations hereunder.
(b)
Subject to the limitations set forth in
Section 7, 101 Debt Settlement shall defend,
indemnify and hold harmless Client and its directors, officers, employees,
representatives and agents against (i) liabilities arising from the products or
services provided by 101 Debt Settlement under this Agreement and (ii) any Dominant
Leads provided material or Creative
that, actually or allegedly, infringes on the intellectual property or personal
rights of a third party, is defamatory or illegal; and (iii) any material
breach by 101 Debt Settlement of its obligations or representations hereunder.
(c)
Each party agrees to promptly notify the
other party in writing of any claim or potential claim; and to the extent
applicable, to cooperate fully with the other party, at that other party’s
expense, in defending or settling such claim. 101 Debt Settlement reserves the
right, at its own expense, to assume the exclusive defense and control of any
matter otherwise subject to indemnification by Client hereunder.
Section 9.
Term and Termination.
(a) The term of each
Insertion Order shall be as set forth in such Insertion Order. Client’s obligations with respect to Sections
4 through 11 will survive
termination of this Agreement.
(b) In the event 101 Debt Settlement in good faith
believes that Client is in violation of applicable law or in material breach, Dominant
Leads shall have the sole and exclusive right to terminate the applicable
Insertion Order.
Section 10.
Non-Circumvent
During the Term of this
Agreement, and for a period of six (6) months thereafter, Client agrees that it
will not (i) knowingly work directly with any Distribution Affiliates or
brokers within the 101 Debt Settlement Network, unless a previously existing
relationship between Client (or its principal) and such Distribution Affiliate
or broker can be demonstrated to 101 Debt Settlement’ satisfaction; (ii) contact any
Distribution Affiliate(s) or brokers within the 101 Debt Settlement Network to
establish an advertising campaign incorporating the products or services
subject to any Offer; or (iii) work directly with or contact any affiliated
advertiser pursuant to an UpSell program made in conjunction with Advertiser’s
Offer. Client shall promptly advise Dominant
Leads of any existing relationship with an affiliated 101 Debt Settlement advertiser
or Distribution Affiliate as soon as it learns of the existence of such
overlapping relationship. 101 Debt Settlement has the right, within three (3) months
after termination, to audit Client to determine if circumvention has occurred.
The cost of such audit will be borne by 101 Debt Settlement.
Section 11.
Confidential Information
Each
party agrees that it will not, directly or indirectly, make available, sell,
disclose or otherwise communicate to any third party any of the terms of this
Agreement, communication or course of conduct between the parties
thereto. Further, each party, for itself, its agents, employees and
representatives agrees that it will not, directly or indirectly, make
statements to any third party or in public that may have the effect of
disparaging the other party, or which is or may be derogatory of the other
party.
Section 12.
General Provisions
(a) Governing Law
The rights and obligations of the parties
under or arising out of this Agreement shall be governed by and construed under
the laws of the State of California
without reference to its conflict of laws principles.
(b) Force Majeure
Neither party shall be
deemed in default of this Agreement to the extent that performance of its
obligations or attempts to cure any breach are delayed or prevented by reason
of any act of God, fire, natural disaster, accident, terrorism, riots, acts of
government, shortage of materials or supplies, or any other cause beyond the
reasonable control of such party; provided, that the party whose performance is
affected by any such event gives the other party written notice thereof within
three (3) business days of such event or occurrence. For the purposes of this Agreement, “Force
Majeure” shall not include denial of service attacks or other activity that
causes a Web site to not function normally or to fail to accept an Action.
(c) Relationship
The relationship of Dominant
Leads and Client established by this Agreement is that of independent contractors,
and neither party is an employee, agent, partner or joint venture of the
other. Neither party shall do anything
to suggest to third parties that the relationship between the parties is
anything other than that of an independent contractor. Each party agrees that does not have the
right to control or direct the activities of the other, nor the means and
methods of accomplishing the results contemplated therein. The parties acknowledge that, except as set
forth in Section 9, this Agreement sets forth a non-exclusive relationship
between the parties.
(d) Notice
Any notice, communication
or statement relating to this Agreement shall be in writing and deemed
effective: (i) upon delivery when delivered in person; (ii) upon
transmission when delivered by verified facsimile transmission and confirmed by
telephone; or (iii) when delivered by registered or certified mail,
postage prepaid, return receipt requested or by nationally-recognized overnight
courier service to the address of the respective party as indicated on the
Insertion Order. Copies of all notices
shall be sent to 101 Debt Settlement, LLC., 28025 Dorothy Drive, Suite 206, Agoura Hills,
, California 91301, Attn: Legal Department.
(e) Successors and Assigns
This Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors
and assigns.
(f) Waivers
The failure of either
party to insist upon or enforce strict performance by the other or to exercise
any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such party’s right to assert or rely upon any
such provision or right in that or any other instance, and the same shall be
and remain in full force and effect.
(g) Amendment
No change, amendment or
modification of any provision of this Agreement shall be valid unless in
writing signed by both parties or if agreed to in an email exchange by both
parties.
(h) Entire Agreement
This Agreement sets forth
the entire agreement and understanding of the parties relating to the subject
matter hereof, and merges all prior discussions and writings between them with
respect to the contents of this Agreement. If any provision (or part thereof)
of this Agreement is determined by a court of competent jurisdiction as part of
a final non-appealable ruling, government action or binding arbitration, to be
invalid, illegal, or otherwise unenforceable, such provision shall be enforced
as nearly as possible in accordance with the stated intention of the parties,
while the remainder of this Agreement shall remain in full force and effect and
bind the parties according to its terms.
(i) Dispute Resolution
In the event of disputes between the parties arising from or concerning in any
manner the subject matter of this Agreement, the parties shall first attempt to
resolve the dispute(s) through good faith negotiation. In the event that the dispute(s) cannot be
resolved through good faith negotiation, the parties shall refer the dispute(s)
to a mutually acceptable mediator for hearing in Los Angeles, California. In the event that the dispute(s) cannot be
resolved through good faith negotiation and mediation, the parties shall refer
the dispute(s) to the American Arbitration Association for resolution through
binding arbitration by a single arbitrator pursuant to the American Arbitration
Association’s rules applicable to commercial disputes. The arbitration shall be held in Los Angeles, California,
and the decision reached by such arbitrator shall be entered as a judgment in
any court of competent jurisdiction. The prevailing party in any such dispute
shall be entitled to recover its reasonable attorneys’ fees and costs incurred
in connection with such dispute(s).
Further, in the event of a dispute resulting in resort to litigation,
Client consents to the exclusive jurisdiction of the federal and state courts
in Los Angeles, California and that any such litigation will
be brought within such courts.
(j) Survival
____ Any obligation of the parties
relating to monies owed, limitations on liability, confidentiality and
indemnification, including but not necessarily limited to, Sections 4 through
11 shall survive termination or expiration of this Agreement.