This Vendor Agreement (“Agreement”) is entered into by and between Net 1 Promotions, LLC, a Georgia Limited Liability Company, dba Click Media with its principal business location at 53 S. Main Street Alpharetta, GA 30009 (“Click Media”), and Vendor, the company or the individual (“Vendor” or “Vendor”), (collectively, “the Parties”) in connection with Vendor use of the Vendor network owned and operated by Click Media (the “Network”), which is featured and accessible at www.clickmedia.com (the “Site”).
This Agreement sets forth the Parties’ rights and obligations regarding Lead Studio’s Vendor program (the “Vendor Program”). Notwithstanding the effective date of this Agreement, Click Media shall have sole discretion to determine the date that any Vendor shall be permitted to participate as a Vendor through the Vendor Program. This Vendor Agreement is subject to change at any time, in Click Media’s sole discretion. The latest version of this Agreement will be posted on the Site and Vendor hereby agrees to review such versions as they become available prior to using the Site and/or Vendor Program. Vendor continued use of the Network and participation in the Vendor Program after such modification constitutes Vendor express and/or implied consent to such changes and affirmative agreement by Vendor to the version of this Vendor Agreement in effect at any such applicable time.
BY CHECKING THE BOX OR CLICKING THE "ACCEPT AND CONTINUE" BUTTON, AS APPLICABLE, VENDOR AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE VENDOR PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE SITE, VENDOR (A) AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT VENDOR HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE VENDOR PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT VENDOR ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., VENDOR ARE NOT A MINOR) AND THAT VENDOR ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT, INCLUDING ANY VENDOR PROGRAM PARTICIPATION REQUIREMENTS. IN ADDITION, IF THIS AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS AGREEMENT.
Any insertion order (“Insertion Order” or “IO”) will be effective and enforceable only in the event that it has been first duly executed and accepted in writing and signed by a duly authorized representative or agent of Click Media, in its sole and absolute discretion. Any effective and enforceable IO shall be deemed as fully incorporated into this Agreement by reference, provided that in the event that any terms, conditions or limitations set forth in any such IO conflict with any terms, conditions or limitations set forth in this Agreement, such terms, conditions and limitations of this Agreement shall prevail and govern the entire agreement of the Parties.
I. Network and Vendor Program
A. Vendor agrees to provide the services identified and set forth in this Agreement (“Services”). In connection with the Services, Click Media shall grant to Vendor a non-exclusive, non-transferable, revocable and limited license to:
i. participate in marketing campaigns offered through the Network (“Campaigns”); and,
ii. use, distribute, display, perform, copy, transmit, and market all the Creative Materials (as defined herein below) made available via the Network solely and exclusively in connection with Vendor’s efforts to generate Consumer Information leads (“Leads”), valid sales, or other compensable activities (“Compensable Transactions”) in connection with such Campaigns.
b. Vendor shall also have the opportunity to earn payments for individuals that Vendor refers to the Network that also become Vendors, which shall be at the sole and complete discretion of Click Media.
II. Creative Material.
Click Media will provide Vendor with access to three (3) forms of advertisements on the Site for download, use, and publication by Vendor, subject to the license set forth above and the other provisions of this Agreement. The three (3) forms of advertisements are:
i. a registration form with fields tailored to each Campaign (“iFrame Creative”);
ii. text links, banner ads, pop-ups, and other material (“Banner Ads”); and
iii. a pre-designed web page to be used with Vendor’s chosen uniform resource locator (“URL”) (“Private Feed” and together with the iFrame Creative and Banner Ads, “Creative Material”).
b. As set forth below, Click Media may terminate Vendor’s license to use the Creative Material at any time, with or without notice, for any reason or no reason at all, in its sole discretion. Vendor must obtain Click Media’s prior express written consent before publishing a Private Feed. Click Media may change or revise the Creative Material that is made available hereunder at any time, in its sole discretion, and Vendor agrees to use only the most recent version of the Creative Material that is posted on the Site. Except with Click Media’s prior express written consent, Vendor may not alter or otherwise modify the Banner Ads, iFrame, Private Feed, or other Creative Material in any way and under any circumstances, nor may Vendor use Creative Material in any way or under any circumstances than that which is supplied by Click Media and posted on the Site and for such use as Vendor has been given express consent by Click Media. Any such actual or attempted alteration, modification, or use will result in the immediate termination of this Agreement and consequently, Vendor’s access to and supply of such Creative Material, without notice.
c. Click Media retains full, exclusive and sole ownership, rights and interest in all Creative Material, and in any copyright, trademark, or other intellectual property rights in the Creative Materials and other information developed by Click Media and/or supplied to Vendor by Click Media from time to time in connection with this Agreement. In the event that Vendor alters or modifies the Creative Material, Vendor shall be liable for any and all claims arising therefrom.
Vendor agrees that Click Media may, in its sole discretion, direct the placement of Creative Material. Unless such direction is given, and subject to the terms and conditions of this Agreement, the applicable Campaign, and all applicable laws, rules, and regulations, Vendor may display the iFrame Creative and Banner Ads:
1. as often and in as many areas of the websites owned, operated or controlled by Vendor (“Vendor Websites”); and/or
2. for distribution to those e-mail addresses listed in the e-mail databases owned, operated or controlled by Vendor (“Vendor Databases”).
ii. Notwithstanding the foregoing, Vendor must immediately comply with any and all directions by Click Media to modify, alter, or otherwise adjust the placement, frequency, and/or other editorial decisions related to the Creative Material. Vendor must place or use Creative Material only with the intention of delivering valid Compensable Transactions. Vendor must immediately remove Creative Material upon receiving notice from Click Media or upon the termination or expiration of this Agreement or any applicable Campaign.
Vendor is solely responsible for the development, operation, and maintenance of Vendor Websites and all materials that appear thereon that is not provided by Click Media (“Vendor Content”). In connection with or arising from Vendor’s performance hereunder, Vendor shall not (nor permit, encourage, or otherwise assist any person or entity to):
a. inflate the amount of Compensable Transactions through any deceptive or misleading practice, method, or technology (including, without limitation, through the use of any spyware, adware, device, program, robot, redirects, spiders, computer script or other automated, artificial, or fraudulent methods designed to appear like an individual, real live person performing a Compensable Transaction);
b. accept Compensable Transactions generated from public or open proxy servers, IP addresses that have bot activity, or from pay-per-view or pay-per-surf programs;
c. take control of a user's computer by delivering advertisements that a user of a computer cannot close without turning off the computer or closing all sessions of the Internet browser for the computer;
d. install or execute on another's computer one or more additional software program(s) without consent of the user, or if such program(s) are installed with the consent of the user, Vendor must clearly provide instructions to disable the software, such that the software is easily identifiable and the removal can be performed without undue effort or knowledge by the user of the computer, and assistance to remove such programs as required by applicable law;
e. violate or infringe any intellectual property or proprietary right of any third party or Click Media (e.g., trademarks, service marks, brand names, copyrights, etc.); or
f. promote any Creative Material that is or is reasonably likely to:
i. contain pornographic or other sexual material;
ii. promote or entice hate-mongering in any form (e.g., racial, gender, sexual orientation, religious, ethnic, political, etc.);
iii. contain gratuitous displays of violence or obscenity;
iv. defame, misrepresent, abuse, or threaten physical harm to others;
v. contain incentivized offers (or any appearance thereof) that induce or attempts to induce users to click on any Creative Material;
vi. promote any type of illegal substance or activity;
vii. be unfair, deceptive, abusive, misleading, or otherwise fraudulent; or
viii. misrepresent an affiliation with a person/entity, including, without limitation, an affiliation with a credit union, or government agency.
g. Vendor represents and warrants that it possesses all authorizations, approvals, consents, licenses, permits, certificates, intellectual property rights or other rights and permissions necessary to display any Vendor Content. Further, Vendor represents and warrants that Vendor Content will be in compliance with all applicable laws, rules and regulations, and best practices and will not include any deceptive or misleading content, and that the broadcasting, advertising, marketing, and selling of the Vendor Content shall not violate the rights of any person or entity, nor violate any law, rule, best practices or regulation.
h. In the event that Vendor provides Vendor Content, Vendor shall be liable for any and all claims arising therefrom.
IV. No legal advice.
Click Media is not responsible for providing legal or regulatory advice to Vendor.
Click Media shall include in each of the Creative Materials a special transaction tracking code (the “Transaction Tracking Code”). Vendor shall not modify, circumvent, impair, disable, or otherwise interfere with any Transaction Tracking Code and/or other technology or methodology required or made available by Click Media to be used in connection with any and all Creative Materials. Any and all determinations made by Click Media in connection with the Creative Materials and Compensable Transactions shall be final and binding on Vendor. Lead Studio expressly reserves the right to seed applicable data in order to monitor Vendor’s compliance with the terms of this Agreement and applicable laws, rules, and regulations.
VI. Additional Requirements.
Vendor will provide Click Media with any information that we may request to verify Vendor compliance with this Agreement or any requirements of the Vendor Program or Network. In addition to any other rights or remedies available to us, we may terminate this Agreement, withhold (and Vendor agree Vendor are not eligible for) any fees payable to Vendor under this Agreement, or both, if we determine that Vendor or other persons that we determine are Sub-Vendors with Vendor or acting in concert with Vendor (whether in respect to any existing or previously terminated account), have not complied with any requirement or restriction described in this Agreement, or incorporated herein by reference, have violated any other license or agreement with Click Media. In addition, Vendor hereby consent Click Media sending Vendor emails about the Program, monitoring, recording, and disclosing information about Vendor, Vendor site, and visitors and other information we obtain in connection with Vendor participation in the Vendor Program and Network; monitoring, crawling, or otherwise investigating Vendor site to verify compliance with this Agreement and any other direction provided.
Click Media shall calculate Vendor Commissions based on Compensable Transactions recorded by the Transaction Tracking Codes. Click Media shall compile, calculate, and post on the Site data derived from the Transaction Tracking Codes and supplementary sources used by Click Media to determine Commissions due to Vendor (“Payment Data”). Any questions or disputes regarding the Payment Data must be submitted in writing to Click Media via certified mail, addressed to 53 S. Main St., Suite 300, Alpharetta, Georgia 30009 within five (5) business days of the date that the Payment Data is posted on the Site; Vendor’s failure to take the requisite action aforementioned shall be deemed as acknowledgement and accord by Vendor that the information contained therein is accurate and has been accepted by Vendor as undisputed. Click Media will investigate and resolve any questions or disputes related to Payment Data in its sole discretion. If, for any reason (including, without limitation, impairment of the Transaction Tracking Codes), Click Media is unable or fails to provide Vendor with accurate and/or complete Payment Data, Click Media shall calculate Compensable Transactions (“Projected Compensable Transactions”), based upon:
i. Vendor’s average bi-monthly Compensable Transactions recorded by Click Media for the applicable Campaign, prorated for any shorter or longer period of time, where Payment Data needed to calculate such a bi-monthly average is available; or such amount that Click Media reasonably determines is due, in its sole discretion, where Payment Data needed to calculate such a bi-monthly average is unavailable.
b. Commissions will not be “earned” until Click Media receives corresponding payment from its clients and/or third-party marketing partners. Vendor hereby agrees that payment for Commissions will be owed to Vendor from the applicable Click Media client and/or third-party marketing partner, and that corresponding payments shall be made by Click Media to Vendor out of the funds actually collected by Click Media from the applicable Click Media client and/or third-party marketing partner. Click Media shall have no payment obligation to Vendor where a Click Media client and/or third-party marketing partner has not remitted sufficient payments to cover the Commissions otherwise due and owing Vendor.
c. Click Media’s obligations do not involve investigating or resolving any claim or dispute between Vendor and any Click Media client and/or third-party marketing partner. All determinations made by Click Media in connection with the Transaction Tracking Codes, Compensable Transactions, Projected Compensable Transactions, and any associated Commissions due to Vendor shall be final and binding on Vendor.
d. Vendor and Click Media agree that that they shall attempt to resolve all Payment Data disputes which may arise under this Agreement through good faith negotiations. If the parties fail to reach a mutually-agreeable resolution after a good faith effort within thirty (30) days after receipt of such notice, the aggrieved party can bring a cause of action before an American Arbitration Association arbitration tribunal in Georgia, in accordance with the rules of the American Arbitration Association then in effect.
a. Click Media shall pay Commissions approximately fourteen (14) days after the second and fourth week of each calendar month, respectively, for Commissions earned during the prior two-week period, for the duration of this Agreement. Such payments shall only be made to Vendor provided the applicable Vendor account has reached a minimum of One Hundred Dollars ($100.00) (“Payment Threshold”) in accrued Commissions. Vendor accounts that have accrued a balance below the $100 Payment Threshold shall not receive Commissions earned during the prior fourteen-day period, and will receive Commissions on the payment period date at which an amount equal to or greater than the $100 Payment Threshold has been met. Should Vendor net more than One Thousand Dollars ($1,000.00) in weekly Commissions during any one (1) week, Vendor may request in writing to be paid Commissions on a weekly basis, beginning approximately fourteen (14) days after the end of such week, for Commissions earned during the prior week. However, should Vendor thereafter net One Thousand Dollars ($1,000.00) or less in Commissions for any subsequent week, Vendor shall return to the regular payment schedule for that week’s earnings, without notice from Click Media. All payments shall be in U.S. Dollars.
b. Click Media may require Vendor to provide a W-9, or similar tax identification information, as a condition precedent to receiving any Commission payments. Click Media may, in its sole discretion, withhold payments until such time as an applicable third-party has paid Click Media for a corresponding Campaign.
c. Click Media reserves the right to reduce any and all payments owed to Vendor where a third-party has offset payments owed to Click Media. Click Media shall not be obligated to pay Vendor for Commissions where, in Click Media’s sole discretion, Click Media believes that Vendor:
i. is in breach of this Agreement; or,
ii. has violated any applicable law, rule, or regulation in connection with or arising from performance hereunder.
d. Upon termination of this Agreement, Click Media shall pay Vendor Commissions, even amounts below the Payment Threshold, during the next payment period, subject to Click Media’s right to withhold and/or cancel Commission payments to Vendor as set forth elsewhere herein. Click Media shall not pay Vendor any Commissions that arise:
i. before Vendor is accepted into the Network; or,
ii. after termination of this Agreement or any applicable Campaign.
IX. Validation of Leads.
a. Click Media reserves the right to evaluate all data received by Vendor to determine, in the sole discretion of Click Media, that any Lead provided by Vendor to Click Media constitutes a “Valid Lead.” A “Valid Lead” means an individual person that:
i. is not a computer generated user, such as a robot, spider, computer script or other automated, artificial, or fraudulent method designed to appear like an individual, live person, and
ii. has submitted information that meets all of Click Media’s criteria.
b. Click Media shall have no obligation to pay for any data that it determines, in its sole discretion, does not constitute a Valid Lead (“Invalid Lead”). If, after tendering Payment, Click Media determines that a Lead does not constitute a Valid Lead, Vendor shall refund Click Media the amount paid for the Invalid Lead, or Lead Studio shall reduce or withhold any future payment to Vendor up to the amount paid for any previous Invalid Leads.
X. Data Ownership; License.
a. Click Media shall have sole ownership of and full right to use any and all Leads and data contained therein generated by Vendor in connection with this Agreement throughout the term of this Agreement and beyond. Vendor shall have no rights in or to any such Leads or data contained therein. Vendor transfers to Click Media full ownership and a proprietary interest in all Leads that are purchased and paid for in a timely manner by Click Media. Vendor shall have no right to use the Lead other than as expressly stated in this Agreement or as expressly authorized by Click Media in writing.
b. Vendor shall refrain from disclosing, selling, or otherwise distributing Lead Data to third parties. Without limiting the generality of the foregoing, Vendor shall not:
i. transfer, export, display, forward, or otherwise share any such Leads or data contained therein to or with any third party, or
ii. use any such Leads or data contained therein on Vendor’s own behalf in any manner not expressly authorized by Click Media.
a. For purposes of this Agreement, any partner, associate, contractor, representative, or agent of Vendor that participates in or performs any activities for Vendor as a part of the Network shall be deemed to be a “Sub-Vendor.” Any and all Sub-Vendors must be pre-approved by Click Media. Without limiting the generality of the foregoing, any Sub-Vendor is prohibited from using Click Media’s Creative Material on any website without prior approval by Click Media in writing.
b. Click Media reserves the right to withhold or refuse approval of any Sub-Vendor for any reason or no reason at all, and Click Media may revoke its approval of any Sub-Vendor at any time, with or without notice, for any reason or no reason at all.
c. All Sub-Vendors must comply with the obligations required of the Vendor under this Agreement. Vendor shall be liable for any and all of the acts and/or omissions of its Sub-Vendors.
XII. Consumer Privacy.
i. what information is being collected by the Vendor;
ii. the purpose of collection;
iii. how information is used and shared; and
iv. whether other parties (i.e., ad networks, analytics providers, etc.) may collect personally identifiable information about an individual consumer’s online activities over time and across different websites when the consumer uses Vendor Websites or services.
i. state whether disclosure of information is limited to those whose functions require it or otherwise permit disclosure only with specific consent;
ii. describe practices implemented to prohibit unauthorized disclosure;
iii. provide for rights of access and rectification of the information;
iv. explain processes regarding notice to consumers where there has been a security breach of the information collected;
v. explain whether cookies, beacons or other devices are used and how to disable them; and
c. Vendor’s privacy and data security practices must ensure that e-mail, telephone, and other marketing practices, and applicable opt-in and opt-out policies and procedures, comply with all applicable Laws (defined herein below).
XIII. Electronic and Telecommunications Marketing Compliance.
a. Vendor shall only undertake e-mail, telephone, or short messaging service (“SMS”) marketing programs with Click Media’s prior express written consent.
b. Vendor shall fully comply with the Telephone Consumer Protection Act, as amended and updated (“TCPA”), and the Federal Communication’s (“FTC”) Telephone Sales Rule (“TSR”) for all marketing activity that might result in telemarketing calls, text messages, SMS messages or other activities governed by the TCPA or TSR, whether from Click Media, any Vendor, or any third-party.
c. Understanding the TCPA, TSR, and all other laws, rules and regulations applicable to electronic and telecommunications marketing, and complying with their requirements and implementing compliance programs are solely Vendor’s responsibility.
d. In addition to any other requirements of the TCPA, TSR, and any other applicable law, rule, or regulation, Vendor shall obtain prior express written consent from consumers that the consumer before sending the consumer marketing e-mails, making outbound telemarketing calls to the consumer, and/or sending the consumer SMS marketing messages on Click Media’s or Vendor’s behalf. Vendor may not condition the consummation of a purchase on consumer’s consent to receiving marketing communications.
e. By entering into this Agreement and accepting the terms herein, Vendor warrants and represents that on any consumer form made available by Vendor to any consumer, Vendor will include a clear and conspicuous statement that informs consumers that consent to receiving e-mail, telephone, fax, and/or SMS marketing messages is not a condition to purchase, prior to a consumer’s submission any form which includes the consumer’s landline or wireless/mobile telephone number.
f. Without limiting the foregoing, if Vendor uses its own websites or forms to generate leads or to encourage a purchase or other consumer activity, Vendor immediately must produce, upon demand:
i. proof that a clear and conspicuous disclosure was provided to the consumer allowing for telemarketing calls and/or SMS messages as required herein and as defined and interpreted by applicable laws, rules, regulations;
ii. that the consumer unambiguously and affirmatively consented to receive such calls and/or messages to the number the consumer provided;
iii. a copy of the website page or form that contains the consent language, and the fields entered by the consumer;
iv. a screenshot of the view of the Site as seen by the consumer that shows the fields completed;
v. the date and time stamp related to the consent given; and
vi. the consumer’s IP address.
g. In addition, prior to the sending of any commercial e-mail, by or on behalf of Vendor, Vendor agrees that it shall provide Click Media with a list of IP addresses and domain names that Vendor intends to use in connection with the given Campaign and provide Click Media sufficient documentation evidencing that the intended recipient has expressly consented to receiving such commercial marketing e-mail from Vendor or its Sub-Vendors and/or agents. Vendor must, upon the request of Click Media, produce the name, date, time, IP address, and referral URL where applicable consumers granted Vendor affirmative consent (as defined by applicable law, rules, and regulations (“Affirmative Consent”)) to receive commercial e-mails, telephone calls and/or SMS.
h. Vendor represents and warrants that any and all commercial e-mails sent by or on behalf of Vendor in connection with this Agreement will:
i. at all times, comply with any and all applicable local, state, federal and international laws, rules, regulations and ordinances, including without limitation, laws and regulations governing consumer protection (including without limitation, those relating to false advertising or unfair competition) and those pertaining to e-mail marketing, as well as SMS, telephone and any other similar telecommunication marketing campaigns in connection with this Agreement. The foregoing laws, rules, regulations and ordinances include, but are not limited to, the Telephone Consumer Protection Act (“TCPA”), the Telemarketing Sales Rule (“TSR”), and any and all applicable Federal Trade Commission and Federal Communications Commission (“FCC”) Reports, Regulations, and Orders adopted to provide additional protections for consumers concerning unwanted autodialed and/or robo-calls, including but not limited to FCC Report and Order Effective October 16, 2013; CAN-SPAM Act of 2003, U.S. state anti-spam laws, the industry standards of the following: Digital Advertising Alliance (DAA); National Advertising Initiative (NAI); Interactive Advertising Bureau (IAB); the Mobile Marketing Association; and the Online Lenders Alliance; and other standards that may be added with the prior written consent of both parties CASL, the Privacy and Electronic Communications Regulations 2003, any and all FTC implementing regulations, including Red Flags; and
ii. only be sent to those recipients who have not revoked such Affirmative Consent as of the date any such commercial e-mail is sent. Without limiting the generality of the foregoing, Vendor must:
iii. not falsify e-mail header and/or transmission information (including, without limitation, source, destination, and routing information);
iv. not use any “subject” or “from” line that is materially false, misleading, or unfair, abusive or deceptive;
v. clearly and conspicuously identify the message in the body as an advertisement or solicitation;
vi. include a valid physical postal address;
vii. clearly and conspicuously explain how recipients can opt-out of receipt of further e-mails;
viii. include a functional opt-out mechanism that will remain active for at least sixty (60) days from the date that the subject e-mail was transmitted;
ix. process opt-out requests within ten (10) business days;
x. not use proxies or relays to send commercial e-mails;
xi. not seek or obtain unauthorized access to computers for the purpose of sending commercial e-mail;
xii. regularly scrub Vendor’s mailing list against Click Media’s suppression list (“Suppression List”) and Vendor’s suppression list (“Vendor Suppression List”) as set forth elsewhere herein; and
xiii. immediately notify Click Media of any complaint, investigation, and/or litigation concerning Vendor’s e-mail marketing practices (whether or not any such complaint, investigation, or litigation relates to Vendor’s relationship with Click Media).
i. Vendor is solely responsible and liable for any and all consumer complaints relating to e-mail campaigns conducted by or on behalf of Vendor, including all costs for responding to such complaints whether incurred by Vendor or Click Media. Within forty-eight (48) hours of notification of complaint, Vendor shall respond to the complaint and inform Click Media of such complaint.
j. In addition to all other available remedies, Click Media retains the right to withhold and/or cancel Commission payments unless and until any and all such consumer complaints are resolved to Click Media’s satisfaction.
k. In the event that any applicable law, rule, or regulation is enacted or amended after the effective date of this Agreement setting forth standards more restrictive than those set forth herein, the more restrictive standards contained in any such enacted or amended law, rule, or regulation shall apply, with or without notice from Click Media. Vendor acknowledges that any failure to comply with this section may, in Click Media’s sole discretion, result in the immediate termination of this Agreement and the forfeiture of any and all rights to any Commissions otherwise owed to Vendor by Click Media.
XIV. Suppression Lists.
a. With respect to any Suppression List generated in connection with, or made available by and through the Network, Vendor shall:
i. use such Suppression List, and the individual customer records contained therein, solely for the suppression purposes set forth herein, even after any termination of this Agreement;
ii. regularly use such Suppression List to remove any and all e-mail addresses, telephone numbers, or domains contained therein from future commercial e-mail mailings;
iii. not use the Suppression List for purposes of e-mail, or provide the Suppression List to any third party for said purposes, and not send, or cause to be sent, any commercial e-mail to an e-mail address, telephone number, or domain appearing on any Suppression List;
iv. not use any Suppression List for purposes of e-mail appending in any manner whatsoever;
v. hold any Suppression List made available by Click Media in trust and confidence and use same solely for the suppression purposes set forth herein and treat any Suppression Lists as Confidential Information, as defined herein;
vi. not retain a copy of any Suppression List made available by Click Media following termination of this Agreement; and
vii. not disclose any Suppression List made available by Click Media with Click Media’s prior written agreement. Click Media reserves the right to withhold its consent to such disclosure and may, within its sole discretion, bar the disclosure of any and all Suppression Lists made available by Click Media or any Vendor.
b. Vendor shall upload its own list of suppressed e-mail addresses and telephone numbers to the applicable area of the Site (“Suppression List Upload Section”), if such a Suppression List Upload Section is provided by Click Media.
c. Vendor further agrees and acknowledges that:
i. Vendor has downloaded and removed the domains located on the Federal Communications Commission’s (“FCC”) wireless domain names list (available here: http://transition.fcc.gov/cgb/policy/DomainNameDownload.html) from any and all current data used in any commercial e-mail marketing campaigns in connection with this Agreement; and
ii. any and all new data that Vendor acquires, regardless of its source, will be scrubbed against the FCC’s wireless domain names list and that the domain names contained therein will be removed before sending any commercial e-mail marketing campaigns in connection with this Agreement.
d. Vendor shall maintain electronic or tangible records evidencing the removal of any e-mail addresses or telephone number from Vendor’s lists for verification by Click Media as required or requested. At Click Media’s request, Vendor will allow Click Media to audit and verify Vendor’s compliance with the provisions set forth in this section and any applicable laws, rules, and regulations, related to, but not limited to, data privacy and security.
XV. Vendor Privacy and Reward Programs.
a. Click Media may from time to time conduct contests, drawings, raffles, and other reward or incentive programs for the purpose of encouraging quality lead generation and other positive Vendor activities. To ensure the legitimacy and transparency of any such program, Click Media may elect to display, publish or otherwise communicate certain Vendor information that would ordinarily remain undisclosed. Vendor agrees that for the sole purpose of such a program, Vendor’s identification number, city, state, and country may be displayed on the Click Media website or communicated to the public through email, blogs, articles, newsletters, notices, or any other channel. Non-public information including the Vendor’s true name, address, or other identifying information shall not be disclosed, nor shall Click Media disclose any information which may reasonably be used by any party to deduce the identity of the Vendor. Vendor may opt out of this section at any time by express written statement clearly indicating such a desire. By opting out, Vendor will forfeit its eligibility under any contest, drawing, raffle, or other such program until and unless Vendor reaffirms this section.
XVI. Term and Termination.
a. The term of this Agreement will begin upon Click Media’s written acceptance, in Click Media’s sole discretion, of Vendor’s Application to join the Network and will end when terminated by either Party as set forth herein.
b. Vendor may terminate this Agreement at any time, upon three (3) days’ prior written notice to Click Media. Click Media may suspend this Agreement and/or terminate Vendor’s participation in the Network at any time, with or without notice, for any reason, in Click Media’s sole discretion.
c. Grounds for suspension and/or termination shall include, without limitation, the failure to adhere to state and federal laws, rules, regulations and ordinances, such as false advertising, trademark infringement, unlawfully modifying ad copy, misrepresentation of affiliation with person/entity, and/or representing an affiliation with a government entity and/or credit union.
d. Upon suspension and/or termination of this Agreement for any reason:
i. Vendor shall immediately cease to use and remove from the Vendor Websites any and all Creative Material and/or other materials made available to Vendor in connection with Vendor’s participation in the Network;
ii. Vendor shall immediately cease and desist from transmitting or causing to transmit any and all e-mails in connection with any Campaign;
iii. any and all licenses and rights granted to Vendor in connection with this Agreement shall immediately cease and terminate; and
iv. any and all Confidential Information (as defined herein below), Creative Material, or proprietary information of Lead Studio that is in Vendor’s possession or control must be immediately returned or destroyed.
e. If requested, Vendor or an authorized officer of Vendor shall certify in a signed writing that all such confidential and/or proprietary information has been returned or destroyed. Notwithstanding any termination of the Agreement, any provisions of the Agreement that may reasonably be expected to survive suspension/termination of the Agreement shall survive and remain in effect in accordance with their terms, including all recordkeeping and indemnification obligations otherwise applicable to Vendor.
XVII. Representations and Warranties.
Vendor hereby represents and warrants that:
a. Vendor has the power and authority to enter into and perform Vendor’s obligations under this Agreement;
b. this Agreement has been duly and validly executed and delivered by Vendor and constitutes Vendor’s legal, valid and binding obligation which is fully enforceable against it in accordance with its terms;
c. Vendor’s performance hereunder will abide in all ways and at all times relevant with the Online Lenders Alliance “Best Practices” (located at http://www.onlinelendersalliance.org/?page=bestpractices and incorporated into this Agreement by this reference), as such best practices may be amended from time to time;
d. Vendor’s performance hereunder will comply with the terms of this Agreement and all applicable laws, rules and regulations including, without limitation, the Gramm-Leach Bliley Act, 15 U.S.C. §§6801-6809, Regulation P, 12 C.F.R. pt. 1016, Regulation Z, 12 C.F.R. 1026, the Electronic Transfer Act, 15 U.S.C §1693, Regulation E, 12 C.F.R. pt. 205, the Telemarketing and Consumer Fraud and Abuse Prevention Act, 15 U.S.C. §§6101-6108, the Telemarketing Sales Rule, 16 C.F.R. pt. 310, the Fair Credit Reporting Act (U.S.C. §1681m(a)), Regulation V, 12 C.F.R. pt. 1022 the Federal Trade Commission Act, Consumer Financial Protection Act, the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act (42 U.S.C. 227), provisions relating to the National Do Not Call Registry ((16. C.F.R. Part 310) and applicable state Do Not Call List requirements), the Truth-in-Lending Act (15 U.S.C. 1601 et seq.), the Equal Credit Opportunity Act (15 U.S.C. 1691 et seq.), the Fair Debt Collection Practices Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act including but not limited to Section 1031 and 1036, 12 U.S.C §§5531, 5536, Section 5 of the FTC Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Secure and Fair Enforcement for Mortgage Licensing (SAFE) Act, the Fair Debt Collection Practices Act, the Federal Communications Act, the Georgia Financial Privacy Act and any other relevant local, state, federal or international laws (collectively, “Laws”);
e. Vendor’s performance hereunder will not violate or infringe any intellectual property or proprietary right of any third party;
f. Vendor shall implement such administrative, physical, and technical security measures as required by applicable laws, rules, and regulations and/or as necessary, to:
i. ensure the secure handling, transmission, storage, and disposal of any personal information of Consumers which Vendor holds or handles;
ii. protect against any threats or hazards to the security and integrity of such non-public personal information;
iii. Vendor understands and agrees that Click Media will enter into similar agreements with other Lead Studio Vendors in direct competition with Vendor;
iv. Vendor will maintain all documents and records necessary to demonstrate compliance with Laws, and it will provide evidence of such upon reasonable request;
v. Vendor will not engage in any SMS, e-mail, phone and similar telecommunication marketing campaigns in connection with this Agreement without the prior express written consent of Click Media;
vi. Vendor also undertakes, warrants and represents that it will comply with all applicable international legislation, including, without limitation, all provincial and federal consumer protection and financial regulation legislation, CASL, the National Do Not Call List Rules (“DNCL”), the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and provincial privacy legislation.
XVIII. DISCLAIMERS/LIMITATION OF LIABILITY.
a. THE NETWORK, SITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND CREATIVE MATERIAL ARE PROVIDED ON AN "AS IS” AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT OF THE LAW, CLICK MEDIA AND ITS AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS MAKE NO WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY), REPRESENTATIONS, OR GUARANTEES; EXPRESS, IMPLIED, VERBAL, OR OTHERWISE. CLICK MEDIA HAS NO LIABILITY, WHATSOEVER, TO VENDOR OR ANY THIRD PARTY, FOR VENDOR’S USE OF, OR INABILITY TO USE, THE NETWORK, SITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND/OR CREATIVE MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY VENDOR FROM CLICK MEDIA SHALL CREATE ANY WARRANTY, REPRESENTATION, AND/OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. CLICK MEDIA DOES NOT WARRANT OR GUARANTEE THE SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES OF ANY THIRD PARTY, OR THAT SUCH SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO EVENT SHALL CLICK MEDIA BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), BY WHOMSOEVER CAUSED, TO THE PERSON OR PROPERTY OF ANYONE ELSE INCLUDING THE VENDOR, OR ITS RESPECTIVE AGENTS, EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SUCCESSORS, OR ASSIGNS, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE, EVEN IF CLICK MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN LEAD STUDIO AND VENDOR. THE NETWORK, SITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND CREATIVE MATERIAL WOULD NOT BE PROVIDED TO VENDOR WITHOUT SUCH LIMITATIONS. UNDER NO CIRCUMSTANCES SHALL CLICK MEDIA BE LIABLE TO VENDOR OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH VENDOR’S MARKETING EFFORTS, IN ANY MANNER WHATSOEVER ARISING FROM VENDOR’S PARTICIPATION IN THE NETWORK. LEAD STUDIO’S MAXIMUM AGGREGATE LIABILITY TO VENDOR AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE EQUAL TO THE COMMISSIONS PAID BY CLICK MEDIA TO VENDOR DURING THE PRECEDING THREE (3) MONTHS.
a. Vendor agrees to indemnify, defend, and hold harmless Click Media, its parents, Vendors and/or subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, shareholders, contractors, representatives, agents and attorneys (collectively, the “Indemnified Parties”) from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and expenses (including reasonable attorneys’ fees, court costs, or settlement costs) arising from or related to:
i. Vendor’s participation in the Network;
ii. any breach or alleged breach of this Agreement or any representation or warranty contained herein by Vendor, its Sub-Vendors, or any of their respective officers, directors, partners, members, managers, employees, agents and attorneys; or
iii. any violation or alleged violation of any applicable law, rule, or regulation by Vendor, its Sub-Vendors, or each of their respective officers, directors, partners, members, managers, employees, agents and attorneys.
b. Click Media shall promptly notify Vendor in writing of any such claim (although failure to provide such notice shall not relieve Vendor of its liability or obligation hereunder).
c. Vendor shall have reasonable control of the defense and settlement of any such claim and the Indemnified Parties shall cooperate with all reasonable requests of Vendor (at the Vendor’s expense) in defending or settling a claim. Subject to the foregoing clause, the Indemnified Parties may join in the defense or settlement of any such claim with counsel of its choice, at its own expense. All costs and expenses incurred by Vendor in providing the foregoing indemnity shall be paid by the Vendor.
a. For purposes of this Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise, disclosed during the term of this Agreement by one party (“Disclosing Party”) to the other party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:
i. either party’s proprietary information;
ii. information marked or designated by either party as confidential;
iii. information otherwise disclosed by either party in a manner consistent with its confidential nature;
iv. the terms and conditions of this Agreement and related Campaigns;
v. either party’s information that is conveyed to the other party, whether or not in written form and whether or not designated as confidential, that is known, or should reasonably be known, by the other party to be treated as confidential;
vi. a party’s business plans, strategies, know-how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, verbal, recorded on tapes or in any other media or format; and
vii. with respect to Click Media, the Denied Leads and/or Accepted Leads.
b. The parties acknowledge that, as a result of the provision of services pursuant to this Agreement, one party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”). Therefore, the Receiving Party agrees that it will make no disclosure of the Disclosing Party's Confidential Information without obtaining the Disclosing Party’s prior written consent.
c. Additionally, the Receiving Party shall not use such Confidential Information for any purpose other than as expressly set forth in this Agreement and shall restrict disclosure of Confidential Information to its employee(s), authorized agent(s) and/or independent contractors to whom disclosure is reasonably required, and such employee(s), authorized agent(s) and/or independent contractor(s) shall be explicitly bound by these confidentiality obligations and will use reasonable care, but not less care than they use with respect to their own information of like character, to prevent disclosure of any Confidential information, and who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein. The Receiving Party agrees that in the event of a breach of the confidentiality provisions contained herein, such breach would result in immediate and irreparable harm to the Disclosing Party and in connection therewith, monetary damages for breach of the confidentiality provisions contained herein may not be adequate to and the Disclosing Party shall be further entitled to injunctive relief, without the requirement to post bond. Notwithstanding the foregoing Click Media shall be permitted to disclose information to government regulators during the course of ordinary regulatory inspections, investigations and/or enforcements actions without providing notice to Vendor. This Section shall survive any termination of this Agreement for a period of five (5) years.
a. Vendor recognizes that Click Media has proprietary relationships with Vendors, and other third-parties that participate in the Network. Vendor agrees not to circumvent Click Media’s relationship with such Vendors, Advertisers, and third-parties, or otherwise offer, make available, provide, contract for, or perform, directly or indirectly, advertising, marketing or promotional services similar to the services performed by Vendors in the Network for any Vendor, Advertiser, or third-party publisher that is known, or should reasonably be known, by Vendor to participate in the Network, during the term of this Agreement and for the six (6) month period following termination or expiration of this Agreement.
b. Notwithstanding the foregoing, to the extent that Vendor can show that any such Vendor, Advertiser, or third-party already obtained such services from Vendor prior to the date of this Agreement, Vendor shall not be prohibited from continuing such relationship.
c. Vendor agrees that monetary damages for its breach, or threatened breach, of this section will not be adequate to cure the irreparable and immediate injury caused to Click Media as a result of such breach, and that Click Media shall be entitled to:
i. injunctive relief, including temporary and preliminary relief, without the requirement to post a bond;
ii. liquidated damages from Vendor in the amount equal to one hundred percent (100%) of the fees paid to Vendor for the prior twelve (12) month period; and/or
iii. any and all other remedies available to Click Media at law or in equity.
XXII. Other Provisions.
a. Force Majeure.
i. Vendor agrees that Click Media will not be liable, or be considered to be in breach of this Agreement, on account of Click Media’s delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond L Click Media’s reasonable control which Click Media is unable to overcome through the exercise of commercially reasonable diligence (a “Force Majeure Event”). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity Click Media will give Vendor notice and will use commercially reasonable efforts to mitigate the impact of any such event as promptly as possible.
i. Vendor acknowledge and agree that Click Media and our Vendors may at any time (directly or indirectly) solicit Program and Network participants on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with Vendor.
ii. Vendor may not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of Click Media, and any attempts to do so shall be null and void.
iii. Subject to the foregoing limitation, the Agreement will inure to the benefit of and be binding upon the parties, their successors, administrators, heirs, and permitted assigns.
c. Disputes; Choice of Law/Venue.
i. The Agreement shall be treated as though it were executed and intended to be performed in the State of Georgia, County of Los Angeles and shall be governed by and construed in accordance with the laws of the State of Georgia without giving effect to any choice of law or conflict of laws rules or provisions.
ii. Any controversy, claim, or dispute between the parties to this Agreement arising out of, in connection with, or in relation to the interpretation, validity, performance or breach of this Agreement shall be resolved to the exclusion of a court of law by binding arbitration in the County of Fulton, Georgia, in accordance with the rules of the American Arbitration Association then in effect. Any award rendered shall be final and conclusive, and a judgment thereon may be entered in any court of competent jurisdiction. Nothing contained herein shall be construed to preclude Click Media from seeking injunctive relief in order to protect its rights pending an outcome in arbitration, nor limit any legal remedies available to Click Media. Notwithstanding anything herein to the contrary, Click Media may, in its sole discretion, elect to file an action in any court of competent jurisdiction in Fulton County, Georgia, in lieu of and despite the alternative dispute resolution provision above. Click Media shall be entitled to an award of its actual costs, expenses, and attorney’s fees pursuant to Georgia Civil Code Section 1717, in any action or proceeding in connection with, arising out of, or under the Agreement. Any claim under this Agreement, other than for indemnity and defense, must be filed within one (1) year of the time such claim arose, regardless of any law to the contrary, otherwise such claim will be forever barred.
iii. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
iv. To the extent permitted by law, Vendor agrees that Vendor will not bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that Vendor may have against Click Media and its employees, officers, directors, members, representatives and assigns. Vendor agrees to the entry of injunctive relief to stop such a lawsuit or to remove Vendor as a participant in the suit. Vendor agrees to pay the actual costs attorney's fees (including but not limited to all reasonable inside and outside attorney’s fees) and court costs that Click Media incurs in seeking such relief.
i. This Agreement represents the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or verbal, between the parties.
e. Non-Waiver; Severability.
i. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
ii. If any provision contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law by an arbitrator or court of competent jurisdiction, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.
f. Status of the Parties.
i. Click Media and Vendor are independent contractors. This Agreement shall not be construed to create any employment, partnership, joint venture, agency, franchise, or sales representative relationship between the Parties. Vendor shall have no authority to bind Click Media into any agreement, nor shall Vendor be considered to be an agent of Click Media in any respect.
g. Record Keeping; Audit Rights.
i. Vendor shall maintain true and correct books containing a record of all information pertinent to its participation in the Network during the term of this Agreement and for the greater of one (1) year thereafter or any applicable statute of limitations period. Lead Studio or its agent shall be entitled to review, at Click Media’s expense, during regular business hours and upon not less than five (5) days' written notice, such relevant books and records for the purpose of verifying Vendor’s compliance with the terms of this Agreement and all applicable laws, rules, and regulations.
ii. If Click Media discovers any breach of this Agreement or violation of any applicable laws, rules, or regulations, then the audit shall be at the sole cost and expense of Vendor and Lead Studio may terminate this Agreement.
h. Rights of Parties.
i. Unless 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.
i. The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation hereof.
i. Any notices under this Agreement shall be sent to the addresses set forth in the Insertion Order (or in a separate writing agreed to in writing by the parties) by U.S. mail (registered or certified) or express delivery service; and shall be deemed given upon transmission.
k. Authority to Execute.
i. Those individuals who are signing this Agreement on behalf of the entities represent and warrant that they are, respectively, duly authorized to sign on behalf of the entities and to bind the entities fully to each and all of the obligations set forth in this Agreement.
l. Electronic Signatures.
i. Vendor acknowledge and agree that by clicking on the button labeled “Create My Account” or such similar links as may be designated by Click Media to accept this Agreement, Vendor are submitting a legally binding electronic signature and are entering into a legally binding contract.
ii. Vendor acknowledge that Vendor electronic submission constitutes Vendor agreement and intent to be bound by this Vendor Agreement. By clicking on the button labeled “Create My Account” or such similar links as may be designated by Lead Studio to accept this Agreement, Vendor further acknowledge that Vendor
1. have read and understand the terms, covenants, conditions and limitations of this Agreement;
2. agree that it is Vendor intention to be bound by such; and
3. have read and understand the most recent edition of the Online Lenders Alliance “Best Practices” and agree that it is Vendor obligation to adhere Vendor conduct to such industry specific “Best Practices” as applicable to Vendor commercial activities and more specifically, to the services Vendor provide to Lead Studio as governed by and under this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the “E-Sign Act”) or other similar statutes.
iii. VENDOR HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY CLICK MEDIA.
iv. Further, Vendor hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.