These Hoolux Terms and Conditions along with the applicable Advertiser Insertion Order (collectively, the "Agreement") is entered into by and between the Advertiser set forth on the applicable Advertiser Insertion Order ("Advertiser") and Dimension Media IT Ltd. Trading As Hoolux.com, a company with principle offices located at 3 Victoria Road, Cork City, Co. Cork, Ireland ("Dimension"), effective as of date the applicable Insertion Order is accepted and signed by Dimension (the "Effective Date") and will govern Advertiser's participation in the Hoolux on line advertising program (the "Program").
In consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Advertiser and Dimension agree as follows:
Under the Program and based on the Campaign (as defined below) information Advertiser provides, Dimension will serve to users connected to the internet and who have opted into receiving through Dimension (or its affiliates): (a) Full Screen Video display Advertisements (as defined below) based on user location selections (referred to herein as "Display Advertisement(s)") and user created content.
In addition to the terms defined within other provisions of this Agreement, the following capitalized terms shall have the meanings associated with them below. The term "Advertisement(s)" means advertisement(s) delivered by Advertiser pursuant to the Program, including all content of such advertisements (whether trade names, domain names, logos, trademarks, service marks, text, graphics, audio, weblinks, URLs, or otherwise, individually and collectively, referred to herein as the "Content"). The term "Campaign(s)" means advertising ordering information (e.g., designation of Demographics Targets, cost or/and bid amounts, advertisement locations, etc.) Advertiser submits via the Program including by way of the Hoolux website along with any updates and modifications to the same which Advertiser may implement from time to time during Advertiser's participation in the Program. The term "Impressions" means captured real views by the face detection camera in each display. Each Impression has embeded data as the gender and age of the person looking at the advertisement, as well as the date, start time stamp, end time stamp and cost of the view. The term "Locations" means the geographical locations of physical screens that will serve the Advertisements. The term "Served Advertisement(s)" means Advertisements that are served to digital displays under the Program.
1.3 Frequency of Displays
How often Advertiser's Advertisements are served is dependent upon (i) the terms of Advertiser's then-current Campaign, (ii) whether other advertisers have selected the same Demographic Targets as Advertiser has and/or have agreed to pay a higher price for the serving of the Advertisement(s), (iii) the availability of Locations, and (iiii) whether the Advertisement continues to be run by Dimension (as further provided below). Advertiser acknowledges and agrees that Dimension makes no promise or guarantee regarding any minimum or certain number of Impressions with respect to any one or more Advertisements and/or Locations.
2.1 Submission of Campaign Information
Advertiser will submit campaign information at the creation of the Campaign. Subsequent to the creation of the Campaign, and if the Advertiser wants to update Advertiser's Campaign information at any time, the system will cancel ￼the campaign first and duplicate it so the Advertiser will be able to update the content. Such updates will be implemented as soon as practicable (generally, updates are implemented within two (2) hours). Updates may include, for example, changes to Demographic Targets or changes in artwork. Advertiser's updates will have prospective effect only.
2.2 Campaign Responsibility
Advertiser may request the help or involvement of Dimension to help Advertiser select Demographic Targets, develop Advertiser's Campaign strategy, manage Advertiser's Campaign(s), or otherwise support Advertiser's participation in the Program (all such services, collectively referred to herein as the "Campaign Support"). However, Advertiser understands, acknowledges and agrees that (i) Dimension is under no obligation to provide Campaign Support pursuant to this Agreement and will have no liability to Advertiser or to any third party for the provision of and/or any failure to provide such Campaign Support, and (ii) at all times Advertiser shall remain solely responsible for (a) the content, design and management of Advertiser's Campaigns, including confirming and maintaining the accuracy and acceptability of Advertiser's Campaign parameters and set-ups, (b) the selection of Advertiser's Demographic Targets and Locations, (c) the creation and submission of Advertisements which are in compliance with Dimension requirements, the terms of this Agreement and with applicable laws, (d) the content of any destinations or items linked to Advertiser's Advertisement, and (e) the process, success, content, quality and accuracy of all transactions with, or information provided to, viewed through Advertiser's Advertisements.
2.3 Submission of Advertisements
Advertisements shall be submitted in accordance with the terms of this Agreement and Dimension then-current policies (posted on the Hoolux website or other designated web page, or delivered via email, including updates to such policies made from time to time by Dimension). If and to the extent that a delivered Advertisement does not conform to Dimension then- current format specifications and/or policies and the terms of this Agreement, Dimension may, at its option and in its discretion reject the Advertisement and require Advertiser to submit a compliant Advertisement. Dimension may also reject or suspend an Advertisement, in its discretion, if Dimension believes the content of the Advertisement is or may be (a) inappropriate, (b) unauthorized by necessary third parties, (c) in violation of Dimension' or any third party's ￼intellectual property rights and/or in violation of any applicable law, regulation, ordinance or rule, or (d) inconsistent or incompatible with the business interests of Dimension or its affiliates. Neither Dimension nor its affiliates shall have any liability to Advertiser or any third party including any third party claiming through Advertiser as a result of or arising out of (a) Dimension' decision to reject or suspend an Advertisement, (b) Dimension decision to accept any Advertisement, or (c) Dimension transmission, delivery, posting or other distribution of such Advertisement, directly or through its affiliates.
Advertiser hereby grants to Dimension a non-exclusive, license fee-free and royalty-free, worldwide license to use, store, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform all of Advertiser's Advertisements (including all Content) for purposes of performing its obligations under this Agreement and for related promotional and business purposes.
2.5 Program Reports and Data; Usage Statistics
Any data which may be collected in connection with the operation of the Program, including in connection with the implementation and operation of Advertiser's Campaign(s), shall be and remain the sole and exclusive property of Dimension; provided, however, that, Dimension hereby grants to Advertiser the right to use any Program report provided or made available to Advertiser by Dimension for Advertiser's internal business purposes. In addition, at Advertiser's request, and subject to Advertiser's compliance with applicable security measures, Advertiser will have online access to usage statistics relating to Advertiser's Advertisements only. Under no circumstances Dimension will provide Advertiser with specific usage statistics relating to other advertisers.
2.6 Program Prohibitions
In no event is Advertiser authorized to and it shall be deemed a material breach of this Agreement if Advertiser, directly or indirectly, uses the Program in violation of any written Program policies made available or provided to Advertiser by Dimension (via the Hoolux website, email or otherwise) or uses the Program (including any Advertisement) to:
infringe on any third party's copyright, patent, trademark, trade secret or ￼other intellectual property or proprietary rights or any third party right of publicity or privacy; generate unauthorized displays of Advertisements or third party advertisements, or distribute an Advertisement which includes third party content without having secured any and all rights, consents, licenses, waivers and clearances required from and the express prior documented authorization of such third party; advertise any substances, services, products or materials that are illegal or prohibited in any state or country or other jurisdiction where the Advertisement is or may be displayed; violate any applicable law, statute, ordinance, rule or regulation, including the laws and regulations governing (i) misleading, false or deceptive advertising, (ii) Out Of Home advertising or marketing, (iii) anti- discrimination, (iv) unfair competition, or (v) export control;
disseminate Content which (i) is defamatory or libelous or constitutes trade disparagement or libel, (ii) is lewd, pornographic or obscene, or (iii) promotes violence or hate speech; disseminate Advertisements that includes or consists of gambling, sweepstakes or similar activities;
advertise any product of an adult nature, including images, videos or text portraying nudity, sexual acts or products of an adult nature including drugs or adult toys; or engage in practices which Dimension, after considering established industry standards but in its sole discretion, determines to be misleading, deceptive, unfair, damaging to Dimension users or business or otherwise inappropriate or unacceptable.
Advertiser acknowledges and agrees that any violation of any applicable policy term or of any of the foregoing terms may result in the immediate suspension or termination of Advertiser's participation in the Program and/or termination of this Agreement by Dimension and may subject Advertiser to other legal consequences and damages, including direct and indirect damages under contract, equity, law, tort and otherwise.
2.7 Representations and Warranties
Advertiser represents and warrants that:
the information Advertiser has provided or will provide in connection with Advertiser's participation in the Program is and will be accurate and complete and will be updated as required during the term of this Agreement in order to maintain its accuracy, currency and completeness;
Advertiser holds and will maintain during the term of this Agreement all rights, consents, licenses, waivers and clearances and all authority required to produce, deliver, and distribute the Advertisements as contemplated hereunder and to authorize Dimension to use, store, reproduce, display, transmit and distribute the Advertisement;
Dimension' use, storage, reproduction, display, transmission or distribution of Advertiser's Advertisements, and any web site(s) linked to, and products or services to which users are directed through Advertiser's Advertisements, will not, in any state or country or other jurisdiction where the Advertisement is or may be displayed violate any applicable law, statute, regulation, rule or ordinance;
Advertiser will not, nor will Advertiser authorize any third party to, infringe upon or misappropriate Dimension' intellectual property embodied within or relating to, copy, clone, reverse engineer, decompile, disassemble, or otherwise attempt to gain unauthorized access to or derive the source code of, hack, interrupt, interfere with or damage the operation of the Program, the Hoolux website or any other website or operations of Dimension or its affiliates; and Advertiser will not violate the "Program Prohibitions" set forth in Section 2.6 above.
2.8 Relationship Between Dimension and Advertiser
The relationship between Advertiser and Dimension is one of independent contractors and nothing contained within this Agreement or relating to Advertiser's or Dimension' performance under this Agreement shall in any way modify that relationship or be construed to make either party a partner, employee, agent or joint venturer of the other. Without limiting the foregoing, (a) neither Dimension nor Advertiser may make any representation or commitment or ￼incur any obligation on behalf or in the name of the other party, and (b) Advertiser will not make any commitment to any third party which would purport to require Dimension to make the Program available or continue the Program or its support of any Campaign or any element of any Campaign for any minimum or fixed period of time.
3.1 How Advertiser is Charged
Program charges are determined by (a) the current Base Cost Per View ("Base CPV") (b) how much Advertiser chooses to "narrow down" for Advertiser's Advertisement to be served on the Demographic Targets Advertiser has selected for such Advertisement ("Targeted CPV"), and (c) how often Advertiser's Advertisement is viewed. Display Advertisements are charged on a Cost Per View ("CPV") basis. There is a minimum cost level for Advertisements which will be posted on the Hoolux website. This minimum cost is known as the Base Cost Per View ("Base CPV")
A single View consist of a qualified view by a person of the advertisement while displayed in a screen. The View is qualified through a face detection camera positioned near the display. A View will count as qualified when the detected face looks at the Advertisement for one second or longer.
A single View may only have one of the two costs per campaign: Base CPV or Targeted CPV. Targeted CPV will happen when the View that is determined by the Dimension Face Detection software falls within the Targeted Demographics specified by the Advertiser in the Program during the Campaign creation process.
For example, if the Advertiser specifies in the Campaign that the Target Demographics are Male of an age between 25 and 35, only Views that match that demographic will be costed the Targeted CPV. If the View does not match exactly the demographic it will be costed the Base CPV.
Dimension provides no guarantee as to the explicit accuracy of the anonymous Facial Detection system on a single view basis. Dimension will determine a billing charge based on a statistical percentage of views as stated by the facial recognition software provider. The statistical percentage rates will be published on the Hoolux website. Dimension reserve the right to change the rates published based on updates or changes to the facial recognition software system.
Program fees do not include any applicable taxes, duties or other governmental charges, all of which shall be Advertiser's responsibility. Dimension may modify its fee structure including then-current minimum CPV levels at any time with prior notice to Advertiser which notice shall be communicated either through a posting on the Hoolux website or via email.
Advertiser will be charged and agrees to pay for each Served Advertisement pursuant to the terms of Advertiser's Campaign. If Advertiser or Dimension pauses or terminates any Campaign pursuant to this Agreement, Advertiser will also be charged and agrees to pay for charges incurred during the time period (up to a maximum of forty-five (45) minutes) during which it takes to pause or terminate such Campaign.
Advertiser understands and agrees that all Program charges will be calculated solely based upon Dimension records. No other measurements or statistics of any kind shall be accepted by Dimension or have any effect under this Agreement. If Advertiser disputes any charge made under the Program, Advertiser must notify Dimension in writing within fifteen (15) days of any such charge; failure to so notify Dimension shall be deemed a waiver by Advertiser of any claim relating to the disputed charge. Advertiser further understands and agrees that Advertiser will be responsible for the payment of any amounts due hereunder whether or not Advertiser is paid by the third party(ies), if any, on behalf of whom Advertiser is creating, delivering, disclosing or distributing one or more Advertisements.
3.2 When Advertiser is Charged
Advertiser must maintain a working credit card in the Advertiser's Hoolux account ("Advertiser's Account") in order to initiate and maintain a Campaign. Advertiser's Account may be charged only via credit card.
Program charges will be automatically credited against Advertiser's credit card weekly. If Advertiser's credit card balance goes to zero, Advertiser's participation in the Program, including the continuation of any ongoing Campaign, will be paused without notice. Advertisers may at any time add or edit credit card data to Advertiser's Account.
￼Advertiser may check Advertiser's Account charges at any time via the Hoolux website. Campaign charges are generally posted to Advertiser's Account within thirty (30) minutes following the delivery of an Advertisement.
To fund Advertiser's Account via credit card, Advertiser is required to provide Dimension with (1) a signed credit card authorization form in the form provided by Dimension; (2) a copy of a government issued photo identification (passport for non US residents), and (3) a copy of Advertiser's credit card. These documents may be delivered via email to firstname.lastname@example.org, or via fax to XXXXXXXX.
Advertiser agrees that under no circumstances will Advertiser rescind or charge back payments (and any associated taxes or other charges) made to Dimension via credit card.
To pause account charges, Advertiser must log on to the Hoolux website and follow account pause procedures. To terminate Advertiser's Account, Advertiser must follow the procedures set forth in Section 5 below. Advertiser understands and agrees that unless and until Advertiser has completed the procedures to pause or terminate (as applicable) Advertiser's Account, Advertiser will be responsible for all charges incurred. Advertiser will also be responsible for all reasonable expenses (including attorneys' fees) incurred by Dimension in collecting delinquent, withheld or rescinded amounts.
3.3 Forfeiture for Inactivity
If Advertiser's Account is inactive for more than six (6) consecutive months, Advertiser's Account will be closed and any charges left therein will be forfeited unless such forfeiture is waived by Dimension in its sole discretion.
ADVERTISER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE PROGRAM, INCLUDING ALL SERVICES PROVIDED UNDER AND PRODUCTS SUPPORTING THE PROGRAM, IS PROVIDED TO ADVERTISER "AS IS" AND WITHOUT ANY WARRANTIES, AND THAT ADVERTISER'S PARTICIPATION IN THE PROGRAM IS AT ADVERTISER'S OWN RISK. WITHOUT LIMITING THE FOREGOING, ADVERTISER UNDERSTANDS AND ACKNOWLEDGES THAT Dimension AND ITS
￼AFFILIATES: (A) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PROGRAM (INCLUDING ALL SERVICES PROVIDED UNDER AND PRODUCTS SUPPORTING THE SAME), INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED OR ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (B) DOES NOT WARRANT OR REPRESENT THAT (I) THE PROGRAM WILL MEET ADVERTISER'S REQUIREMENTS, (II) OPERATION OF THE PROGRAM WILL BE ERROR-FREE OR UNINTERRUPTED, (III) ADVERTISER'S USE OF THE PROGRAM WILL GENERATE ANY SALES OF ADVERTISER'S PRODUCTS OR SERVICES OR THOSE OF ANY THIRD PARTY ON WHOSE BEHALF ADVERTISER MAY BE SUBMITTING ADVERTISEMENTS, OR (IV) THE PROGRAM WILL DELIVER ANY MINIMUM OR SPECIFIC NUMBER OF SERVED ADVERTISEMENTS.
V. TERMINATION OF AGREEMENT, PROGRAM, CAMPAIGN
5.1 Termination by Either Party
Dimension may at any time, in its sole discretion and without prior notice to Advertiser, immediately terminate the Program, this Agreement, or Advertiser's use of any Demographic Target, Campaign or Advertisement. Dimension will, however, use commercially reasonable efforts to notify Advertiser via email of any such termination within a reasonable period of time. Advertiser may, at any time, in Advertiser's sole discretion, terminate this Agreement and Advertiser's participation in the Program by providing two (2) days prior written notice to Dimension by email and by post as set forth in Section 9.1 below. Notwithstanding the provision of notice, however, to pause account charges that may be incurred after Advertiser has provided notice of termination but prior to the effective date of termination, Advertiser must log on to the Hoolux website and follow all account charge pause procedures.
5.2 Effect of Termination on Account Charges
If, upon termination of this Agreement, Advertiser has uncharged Views in Advertiser's Account due to unpaid campaigns, and if such termination resulted other than from Advertiser's breach of this Agreement, the Advertiser shall be charged for all outstanding charges. If this Agreement terminates as a result of Advertiser's breach, then Advertiser shall pay all the outsanding charges in Advertiser's Account unless such charges are waived by Dimension, in its sole discretion; provided, however, any such charges shall not prejudice any other rights or remedies Dimension may have available to it as a result of such breach.
5.3 Other Consequences of Termination
Neither party shall have any liability to the other or to any third party as a result of its decision to exercise or waive its rights under Section 5.2 above; provided however, that any termination of this Agreement, the Program, a Campaign or any element of a Campaign shall not affect either party's rights or obligations (including payment obligations) under this Agreement to the extent such rights or obligations incurred or accrued prior to the effective date of termination. In addition, those provisions which by their nature would be understood to survive any termination shall be deemed to survive, including those provisions governing ownership rights, payment obligations, limitation of liability, releases, disclaimers, indemnification, ownership, confidentiality, assignment, governing law and venue, and integration.
6.1 Limitation of Liability
IN NO EVENT WILL Dimension OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, PARTNERS, MEMBERS, EMPLOYEES OR REPRESENTATIVES (THE FOREGOING, INDIVIDUALLY AND COLLECTIVELY, REFERRED TO HEREIN AS THE "RELEASED PARTY(IES)") BE LIABLE TO ADVERTISER OR TO ANY THIRD PARTY (WHETHER OR NOT CLAIMING BY OR THROUGH ADVERTISER) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, REVENUES, GOOD WILL, REPUTATION, PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ADVERTISER'S USE OR THE PERFORMANCE OF THE PROGRAM, WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON LAW, EQUITY, CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, AND
￼WHETHER OR NOT THE RELEASED PARTY(IES) HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. Dimension' AND ITS AFFILIATES' CUMULATIVE LIABILITY TO ADVERTISER AND ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND BASED ON ANY THEORY OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID BY ADVERTISER TO Dimension DURING THE THIRTY (30) DAY PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.
6.2 Force Majeure
Neither party shall incur any liability hereunder as a result of a failure or delay in such party's performance (other than in the performance of its payment obligations) to the extent such failure or delay results from interruptions in the electrical supply, failure of the Internet, terrorism, cyber attack, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other condition or occurrence beyond the reasonable control of such party. In the event of any such failure or delay on the part of Dimension, Dimension' sole and exclusive obligation and Advertiser's sole and exclusive remedy shall be for Dimension to, in its discretion and at its sole election, (a) restore service as soon as reasonably practicable, or (b) terminate this Agreement upon written notice to Advertiser.
6.3 Additional Releases
In no event will a Released Party be liable for, and Advertiser hereby releases each Released Party from, any claim by Advertiser and/or any third party arising out of or in connection with (a) the lack of success of any Campaign, (b) the failure of any Campaign or any Advertisement to achieve any minimum or fixed number of Served Advertisements in any particular context or at any particular time, (c) Dimension' implementation of a campaign on behalf of any third party which is or may be at any time competitive with a Campaign established by Advertiser, and (d) any Campaign Support provided (or not provided) by a Released Party.
Advertiser agrees to indemnify, defend and hold the Released Parties harmless from and against any and all liability, loss, damages, claims or
￼causes of action, including internal and external legal fees and expenses, arising out of, related to or which may arise from (a) Advertiser's use of the Program, (b) Advertiser's Advertisements and any material to which users can link through an Advertisement, (c) Advertiser's selection and use of Demographic Targets and Location, and/or (d) Advertiser's breach of any term (including any warranty or representation) of this Agreement. If any claim or action is brought against any Released Parties for which indemnity may be sought pursuant to this Section 7, such Released Parties shall be entitled to participate at their own expense in the defense of such claim, and no settlement may be entered into without such Released Parties' prior written consent.
8.1 Ownership; No Transfer of Title
Nothing in this Agreement shall be construed as transferring any intellectual property rights or ownership interests from Dimension to Advertiser. Without limiting the foregoing, all ownership of and all right, title and interest including all copyrights and all other intellectual property rights in and relating to the Program, websites, services, design and formatting specifications and any content embodied by or set forth in the same shall be and remain exclusively with Dimension, its affiliates or suppliers. Dimension, its affiliates and its suppliers reserve all rights not expressly granted hereunder.
8.2 Confidential Information
Each party agrees that all non-public business, marketing, technical (including software code and algorithms), operational, vendor, marketing (including pricing, Demographic Target and Location performance statistics, and competitive information), employee, customer, and financial information they obtain from the other, are the confidential property of the disclosing party ("Confidential Information"). The receiving party shall not be obligated under this Section 8.2 with respect to information the receiving party can document (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents, (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information, or (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party. The receiving party may make disclosures required by law or court order provided the receiving party uses reasonable efforts to notify the other party in writing as promptly as practicable (and, if possible, prior to making the disclosure) in order to permit the disclosing party to limit disclosure and to obtain confidential treatment of the information.
All notices to Dimension shall be sent via email to email@example.com with a copy to firstname.lastname@example.org and by post mail to: Dimension Media IT Ltd, 3 Victoria Road, Cork, Ireland. Attention: Legal Department. Notices to Advertiser shall be delivered via email to the email address Advertiser provides with Advertiser's Campaign information, with a confirmation copy by post mail to Advertiser at the address first set forth above.
9.3 Governing Law; Venue
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ireland without reference to its conflicts of laws provisions. The sole and exclusive venue of any claims arising out of or in connection with this Agreement shall be resolved in courts of competent jurisdiction in the Republic of Ireland or European Union. Each party hereby agrees to the personal jurisdiction of such courts and waives any objections it may have to venue, including any objection of forum non conveniens.
9.4 Public Announcements
Advertiser agrees not to, at any time before, during or after the term of this Agreement, issue any press releases or other public statements concerning the existence, subject matter, terms or performance of any Campaign or this Agreement without Dimension' prior written approval.
9.5 Entire Agreement
This Agreement (a) represents the entire understanding between Advertiser and Dimension with respect to Advertiser's participation in the Program, (b) supersedes all prior and contemporaneous agreements, express or implied, oral or written, relating to the subject matter hereof, and (c) may not be modified or amended other than by written agreement of the parties. For avoidance of doubt, the parties agree that no terms in any form purchase order or other document which Advertiser may deliver, whether or not signed by Dimension, shall be deemed to modify or amend the terms of this Agreement and any such additional or inconsistent terms shall automatically be deemed unacceptable to and rejected by both parties, and as such, null and void and of no force and effect. Likewise with respect to the matters covered hereby, the parties agree that this Agreement shall govern and supersede and shall not be deemed to be modified by, any inconsistent or additional terms set forth on the Hoolux website whether or not such terms are 'accepted' by Advertiser before, on or after the Effective Date. The word "including" or its variants shall be construed non-exclusively to mean "including but not limited to." Headings are for organizational purposes only and should not be considered in the substantive construction of the terms of this Agreement. Any waiver of rights, to be enforceable, must be in writing and signed by the party against whom such waiver is to be enforced, and shall be limited to the specific circumstances giving rise to and expressly addressed by such written waiver. If any portion of this Agreement is held invalid, the parties agree that such invalidity will not affect the validity of the remaining portions of this Agreement.
9.6 No Assignment
Advertiser may not assign or transfer this Agreement or any obligation incurred hereunder, without the prior written consent of Dimension. Any attempt to do so without such consent shall be null and void and of no force and effect.