Advertiser Terms and Conditions

For the length of the Term, pursuant to these Terms and Conditions (the “Advertising Terms”), (a) Trillion.com Pty Ltd. (“Trillion”) shall obtain Redirects to the Advertiser’s Landing Pages via Trillion’s buy-side platform (the “Platform”) on the Trillion Network (the “Service”) and (b) Advertiser shall (i) provide Trillion with Landing Pages via the Platform  and (ii) compensate Trillion for the Service pursuant to the parameters agreed to by the parties. These Advertising Terms, along with Trillion’s Terms of Use, located at www.trillion.com/terms, and Trillions Privacy Policy, located at www.trillion.com/privacy, shall govern the relationship between Advertiser and Trillion to run a Campaign as authorized by Advertiser, whether such authorization is granted via insertion orders, email, or otherwise, and they represent the parties’ common understanding for doing business (the “Agreement”).

1. Definitions
   1. Account means an account created by the Advertiser, containing the Advertisers Account Balance, contact, billing and Campaign information. An Account can only be created after correctly filling in the required information on the account creation form, accepting these Advertising Terms and being verified by Trillion. 
   2. Account Balance means the deposited or available funds to be allocated to the Campaign Budgets.
   3. Advertiser means the entity that created an Account.
   4. Campaign means any order to run Landing Pages on the Trillion Network per the Campaign Details. 
   5. Campaign Budget means the amount of dollars an Advertiser is willing to spend per Campaign.
   6. Campaign Details means information that shall contain the Advertiser’s Landing Page URLs, keywords, brands names, Campaign Budget, run dates/flights, key performance indicators and goals, CPV pricing information, various targeting and tracking information along with any other information that may be associated with controlling and delivering the Campaign.
   7. CPV means the dollar amount paid for every Redirect as designated by the Advertiser within the Platform.
   8. Landing Page means the website that the Advertiser enters within their Campaign and where the User is taken when a Redirect occurs. 
   9. Redirect means when a User initiates an action that takes them to an Advertisers Landing Page including but not limited to a) clicking on a keyword link, email subject line ad, browser or app icon/logo, brand name listing, coupon link/offer, domain name, content, graphic or medium that Trillion sees fit; b)  typing in a domain name.
   10. Term means the length of the Agreement which is concluded for an indefinite period of time unless otherwise terminated in accordance to the terms of this Agreement.
   11. Trillion Network means Trillion owned and third-party domain names, websites, digital properties, apps, utilities, platforms, operating systems, notifications or devices and partners with or on which Trillion or its affiliates have a relationship.
   12. User means a bona fide living human internet user excluding invalid or fraudulent  traffic including but not limited to any non-human traffic such as spiders, bots and activity designed to produce fraudulent traffic.
       
2. Grant of Rights:
   1. Advertiser grants Trillion a limited, revocable, non-exclusive, royalty-free right and license to (i) access, index, host, compress (if applicable) and otherwise use the Campaign to send Redirects until such time that the amount due to Trillion for the distribution of such Campaign reaches the Campaign Budget set by Advertiser in the Platform or any insertion order; (ii) use Advertiser Landing Pages, Advertiser’s name, logo, trademarks, and any other proprietary content provided by Advertiser (x) for Trillion’s own marketing purposes in referring to Advertiser as a client, and such use shall be subject to Advertiser’s standard trademark and content usage guidelines and quality review, if any, as provided to Trillion; and (iii) share Campaign performance data captured by Trillion’s tracking logs with the Trillion Network.
   2. Trillion grants Advertiser a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, royalty-free right during the term to access and use the Platform solely for purposes of managing Advertiser’s Campaigns and reviewing the analytics associated with Advertiser’s Campaigns. Advertiser understands and agrees that Advertiser is solely responsible for its own actions in the Platform, and Advertiser will keep its Account passwords and login information confidential, and it will be responsible for all activity and payments owed under its Account. Trillion will not review Advertiser’s activity and Trillion is not responsible or liable for (and will not grant any credits for) any mistakes made by Advertiser in the managing of its own Campaign. Advertiser acknowledges that any analytics provided in the Platform are estimates and will only be finalized at Trillions discretion.
   3. Except as otherwise specifically set forth herein, the grant of the foregoing licenses does not confer on either party any other proprietary rights, titles, and interests relating to patents, copyrights, trademarks, trade dresses, trade secrets, algorithms, know-how, mask works, droit moral (moral rights), and all similar rights of every type that may exist now or in the future in any jurisdiction, including, without limitation, all applications and registrations therefore and all rights to apply for any of the foregoing (the “Intellectual Property Rights”).
      
3. Advertiser’s Content: Trillion reserves the right to (i) reject or remove any Advertiser, (ii) pause any Campaign, (iii) restrict Advertiser’s access to the Platform, or (iv) cap Advertiser’s Campaign Budget. To the extent that Advertiser requests that Trillion assist with the creation, modification and/or optimization of any of Advertiser’s Campaigns and Trillion agrees to do so, Advertiser (i) represents and warrants that it can substantiate any and all information that it has provided to Trillion for use in the creation, modification or optimization of such Campaigns; (ii) shall be solely responsible for all claims made in such Campaigns; and (iii) shall indemnify Trillion for any Losses (as defined below) arising out of any such Campaigns. Advertiser shall not attempt to gain access to the accounts of other Trillion customers or to extract data from the Platform for commercial purposes.
   
4. Campaign Details:
   1. Payment: Before obtaining Redirects for Advertiser on the Trillion Network, Trillion may require a prepayment of the Account Balance (“Prepayment”) from Advertiser. Prepayment shall be a non-refundable $500 made via credit card through the Platform. All payments made by credit card may incur a processing fee of 2.0% – 3.5% (region depending) and/or international currency conversion rates per transaction. In the absence of a Prepayment, Trillion will charge the credit card submitted by Advertiser via the Platform once the Account Balance reaches a specific threshold as set by Trillion and as approved by Advertiser. In addition to any other rights or remedies that Trillion may have, Advertiser’s failure to pay any invoices as set forth herein may result in Trillion canceling or pausing Advertiser’s Campaigns. Further, if Advertiser fails to make any payment as set forth herein, Advertiser shall pay all reasonable expenses (including attorneys’ fees) incurred by Trillion in collecting such payments. Upon the conclusion of each calendar month that the Campaign is running on the Trillion Network, the Platform will provide Advertiser with details regarding the amount of Redirects to the Advertisers Landing Pages and the amount of the Prepayment, if applicable, spent by Advertiser based on the CPV set by Advertiser in the Platform. For purposes of clarity, all payments shall be made in the currency designated by Trillion, unless otherwise agreed to in a separate writing between the parties.
      1. For each Campaign, the parties will agree to be charged on a CPV model where the CPV rate per Redirect is deducted from the Campaign Budget. Except as otherwise set forth herein, all Redirects are inclusive of all costs associated with running a Campaign on the Trillion Network, including, without limitation, all data, tech, ad serving, brand safety, and auction costs.
      2. Trillion may at any time during the Term, in its sole discretion, grant Advertiser a credit line. If Advertiser is given a credit line, Trillion shall send Advertiser an invoice setting out the charges for such month and the balance due. Any objection to any invoice shall be stated in writing to Trillion within ten (10) days of receipt of the invoice, otherwise Advertiser waives such objections and such invoice will be deemed final, not subject to dispute, and accepted by Advertiser. Advertiser acknowledges that any analytics provided in the Platform or over email during the Campaign month are estimates, and that each invoice shall reflect the final charges for each Campaign month and the balance due as solely determined by Trillion. Advertiser shall pay each invoice within thirty (30) days of the conclusion of each Campaign month. Any late payments will accrue interest equal to one-and-one-half percent (1.5%) per month, or the maximum amount allowable under law, whichever is less, compounded monthly. In addition to any other rights or remedies that Trillion may have, Advertiser’s failure to pay any invoices as set forth herein may result in Trillion canceling or pausing Advertiser’s Campaigns. Further, if Advertiser fails to make any payment as set forth herein, Advertiser shall pay all reasonable expenses (including attorneys’ fees) incurred by Trillion in collecting such payments. If Trillion agrees to a written request by an Advertiser to send an invoice to a third party on Advertiser’s behalf, Advertiser agrees to remain responsible and liable for payment, and if such third party does not pay the invoice within the thirty (30) day payment period, Advertiser shall immediately pay all such amounts to Trillion. Should Trillion establish different invoice terms with Advertiser via email, insertion order or agreement, those terms shall supersede these Advertising Terms.
      3. If an Advertiser is banned from using Trillion for any form of breach of this Agreement including but not limited to violating any Trillion advertising policy listed in section 6 of this Agreement, then the Account Balance shall be non-fundable and kept by Trillion.
         
   2. Invoice Taxes: Trillion may charge any applicable national, state, or local sales or use taxes or value added taxes or goods and service taxes that Trillion is legally obligated to charge (the “Taxes”). If applicable, Advertiser may provide Trillion with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case Trillion will not charge or collect the Taxes covered by such certificate. In the event that any amount payable by Advertiser hereunder is subject to deduction or withholding for taxes, including value added taxes, the amount payable by Advertiser hereunder shall be increased such that the amount received by Trillion equals the amount stated on the applicable invoice. Upon written request, Trillion will provide Advertiser with any forms, documents, or certifications as may be required for Advertiser to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement. If applicable, Advertiser will be responsible for reporting relevant taxes, including value added taxes, in its place of residency.
   3. Data Fees: Advertiser may be given the ability to target its Campaigns to certain audiences on the Trillion Network by using Trillion provided, third-party provided or Advertiser provided audience data segments based on inferred User interests or demographics (“Data Segments”). If Data Segments are used, CPVs and invoices shall be inclusive of a “Data Fee” which will be shown within the Platform. Where Advertiser employs such Data Segments, the following restrictions shall apply:
      1. Advertiser shall not cache the Data Segments in a manner that would permit Advertiser to re-use them (or any functional equivalent or model of them);
      2. Advertiser shall not resell the Data Segments; and
      3. Advertiser shall not associate the Data Segments with any personal information, such as a first or last name, street address, email address, phone number, or other identifier of a natural person.
      4. Advertiser shall not utilize the Data Segments in violation of any applicable law (including, if applicable, the Fair Lending Act).
   4. Campaign Information: Advertiser may change the Campaign Details for a particular month, a portion of a month, or on a going-forward basis at any time in the Platform. Advertiser acknowledges and agrees that Trillion does not guarantee that the number of Redirects during any period will fully exhaust Advertiser’s Campaign Budget. For purposes of clarity, the Campaign Budget shall be in the currency designated by Trillion, unless otherwise agreed to in a separate writing between the parties.
   5. Reporting: Trillions measurements regarding Redirects are the definitive measurements under this Agreement and will be used to calculate the amounts due to Trillion hereunder.
      
5. Campaign Management: Advertiser understands and agrees that Advertiser is responsible for its own actions in the Platform with respect to the Advertiser’s Campaigns. Trillion will not review Advertiser’s activity and Trillion is not responsible or liable for any mistakes made by Advertiser in the managing of its own Campaigns. Trillion reserves the right to restrict Advertiser’s ability to edit Campaign Details in the Platform for any reason or no reason.
   
6. Advertiser Policies: Advertiser understands and agrees that Advertiser will not:
   
   1. use Landing Pages that contain (i) forced downloads, phishing, pharming, malware, ransomware; (ii) content that infringes on any intellectual property rights such as patents, copyrights, trademarks, unauthorized use of any brand names, or trade secrets of any third party entity; (iii) content that contains or promotes any type of shock or scare tactics, anti-religion; racism, violence, illegal drugs, defamation, hate speech, discrimination, abuse, intolerance, exploitive actions, illegal products and/or services, scams, misleading claims, misinformation and/or harm or sexualization of children.
   2. target generic or non-adult keywords, Data Segments and/or domain names for the purposes of sending the User to an adult oriented, sexualized, or pornographic website.
   3. change the originally submitted Landing Page of a dynamic and/or tracking URL to a different Landing Page without the prior consent of Trillion.
   4. use a fallback URL that goes to a different domain name than the originally submitted URL, even if used as a method of fraud protection. For example if the domain name is Domain1.com then the fallback url must also go to Domain1.com even if the path needs to be removed (i.e. meaning you may not be able to track the redirect).
   5. prevent the User from leaving the landing page unless an action is taken.
   6. take over the User’s entire screen, hence preventing the User from additional web navigation.
      
7. Representations and Warranties:
   
   1. Each party hereto represents and warrants that it has the full power and authority to enter into this Agreement and to consummate the transaction contemplated herein and that the persons executing this Agreement on each party’s behalf have the authority to do so. The parties hereto agree to perform any and all lawful additional acts, including without limitation, execution of additional stipulations, agreements, documents, and instruments, as are reasonably necessary or as reasonably requested by any party hereto at any time to effectuate the intent of this Agreement, to satisfy the Advertising Terms contained herein, or to give full force and effect to this Agreement.
   2. Advertiser Representations and Warranties: Advertiser represents and warrants that (i) it has all necessary rights, licenses, and clearances to enter into this Agreement, to grant the rights granted herein, and to use the Advertiser Landing Pages as specified herein, including, without limitation, the Intellectual Property Rights therein; (ii) its Advertiser URL and the content on Advertiser’s Landing Pages will not infringe upon the rights of any third party; (iii) it will comply with and ensure that the content on Advertiser’s Landing Pages shall contain all disclosures required by the Federal Trade Commission’s (“FTC”) rules, regulations, guidelines, and other industry standards and practices; (iv) its Advertiser content on Advertiser’s Landing Pages will comply with Trillion’s Advertising Policies per this Agreement, which may be updated from time to time; (v) it will comply with these Advertising Terms, which may be updated from time to time; (vi) it will comply with all applicable laws and regulations in its use of the Service, and including but not limited to economic sanctions and export control laws and regulations of Australia and, as applicable, other jurisdictions; (vii) to the extent that Advertiser utilizes Data Segments, Advertiser will comply with Trillion’s advertiser data use policies; (viii) to the extent that Advertiser sends data to Trillion for audience suppression or targeting purposes or to build custom look-a-like audiences for Advertiser, Advertiser’s collection of and instructions on how to use such data will comply with all applicable laws (including, if applicable, the Fair Lending Act), Trillion’s Advertiser data use policies, and disclosures made to visitors ; (ix) it is not subject to nor owned or controlled by any person that is subject to sanctions or export control restrictions imposed pursuant to Australian or U.S. law or the laws of any other jurisdiction applicable to the performance of this Agreement; and (x) it will not take any action that could result in economic sanctions or other trade control restrictions or penalties being imposed on Trillion. In addition, Advertiser represents that all of the business and payment information provided by it to Trillion is true, correct, and accurate and that Advertiser is a valid business entity or individual and not a fictitious or nonexistent entity or individual. If Advertiser is a “doing business as” entity, Advertiser agrees that the business entity doing business as Advertiser under this Agreement shall be liable for all of Advertiser’s obligations hereunder and that the person executing this Agreement on behalf of Advertiser agrees to be personally bound to the terms of this paragraph and personally liable for any breach thereof.
   3. Trillion Representations and Warranties: Trillion represents and warrants that it possesses all of the rights and authority necessary for it to enter into this Agreement and to grant the rights granted herein. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY TRILLION. TRILLION PROVIDES THE SERVICE “AS IS” INCLUDING ANY DATA SEGMENTS OR TRILLON NETWORK AD PLACEMENTS THAT COMPRISES THE SERVICE. TRILLION EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR, AS TO ANY DATA SEGMENTS PROVIDED, ACCURACY (INCLUDING GEO-LOCATION TARGETING), COMPLETENESS, OR CORRECTNESS.
      

8. Content and Data Ownership:
   1. Ownership of Content: As between the parties, Trillion owns all Intellectual Property Rights in the Platform as well as the data that it collects, along with all technology, data, designs, Collected Data, and know-how used to deploy it, and Advertiser owns all Intellectual Property Rights in the content displayed on Advertiser’s Landing Pages. Advertiser is not required to provide any feedback or suggestions to Trillion regarding the Service. To the extent Advertiser does provide any such feedback or suggestions for improvement, Advertiser hereby grants to Trillion and its affiliates a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit all such feedback and suggestions in connection with the Service without restriction.
   2. Ownership of Data: Each party shall own all right, title and interest in and to all data (including all passively- collected or machine-readable data, such as data based on browser type and device identifiers) that is collected on or through such party’s servers or networks (as to each, “Collected Data”), and such ownership rights include (as to each party) the right to sublicense its respective Collected Data and to create derivative works or modeled data sets and analytics from such Collected Data. In the case of Trillion, Trillion’s Collected Data shall include, without limitation: information collected from Users when interacting with Advertiser Landing Pages and/or Trillion’s intermediary tracking pages; IP addresses; browser and operating system information, and mobile device information, IDFAs, and Android Ad IDs (as applicable), audience data, and tracking data from the use of Trillion Pixels. The foregoing shall further include any reports created, compiled, analyzed, or derived by a party with respect to such data. Trillion’s data collection practices are reflected in its privacy policy, which Trillion recommends that Advertiser review from time to time.
   3. Data Restrictions: Notwithstanding the foregoing ownership provisions, Trillion agrees to not disclose any Campaign-related data to any third party for any commercial purpose on a non-aggregated basis (i.e., in a way that refers specifically to Advertiser, the Campaign, or any Advertiser brand) unless agreed upon by Advertiser in writing. Further, notwithstanding the foregoing ownership provisions, if Advertiser is using audience targeting, data marketplace audiences, and/or look-a-like targeting, Advertiser shall not use its Collected Data to reverse engineer, build or rebuild  any audiences based on audiences or Data Segments that are made available to Advertiser by Trillion provided that Advertiser may use the Collected Data for purposes of campaign attribution and analytics, and/or performance metrics.
   4. Trillion Pixels: Advertiser may place a Trillion pixel(s) or other tracking technology including but not limited to server to server postback tracking, as mutually agreed to by the parties, (the “Trillion Pixels”) on Advertiser’s Landing Pages. Trillion may update, change, or substitute the Trillion Pixel at any time in its reasonable discretion provided that it does not disrupt the functioning of Advertiser’s landing page and serves the same purpose. Trillion will use such Trillion Pixels for operational purposes such as to collect conversion data, perform platform analytics, integrate and link data (e.g., to enable Advertiser Landing Pages to be targeted in an optimal way), and otherwise optimize the manner in which it collects, segments, or targets the Advertiser Landing Pages. For avoidance of doubt, Trillion may create derivative data products and data models (e.g., segmentation and optimization models) from these Trillion Pixels, which it shall own, provided that all right, title, and interest in any Advertiser content (in whole and in part) shall be and remain with Advertiser.
      
9. Indemnification:
   1. Except for that which Advertiser indemnifies Trillion, Trillion shall indemnify, defend, save, and hold harmless Advertiser and its parent, subsidiaries, and affiliates, and its and their representatives, officers, directors, agents, and employees, from and against any and all third party claims, damages, fines, penalties, awards, judgments, and liabilities (including reasonable outside attorneys’ fees and costs) (collectively, the “Losses”) resulting from, arising out of, or related to: (i) Trillion’s breach or alleged breach of any of Trillion’s representations or warranties set forth in Paragraph 5 or (ii) a claim that the Platform violates a third party trademark, trade secret, copyright, or privacy right, except to the extent that such claim arises out of the combination of the Platform with Advertiser Content or the content on Advertiser’s Landing Pages.
   2. Advertiser shall indemnify, defend, save, and hold harmless Trillion, the owners of the Trillion Properties, and its and their parents, subsidiaries, and affiliates, and its and their representatives, officers, directors, agents, and employees, from and against all Losses resulting from, arising out of, or related to (i) Advertiser’s breach or alleged breach of any of Advertiser’s representations, warranties, or agreements; (ii) a claim that content on Advertiser’s Landing Page infringes upon, violates, or misappropriate any third party Intellectual Property Rights, slanders, defames, or libels any person or entity, or does not comply with any applicable law or regulation; (iii) Advertiser’s failure to secure all rights, title, and interest necessary to display the Advertiser Landing Pages via the Platform; and (iv) an allegation that Advertiser, content on Advertiser’s Landing Pages, or products or goods being advertised via the Advertiser Landing Pages violate any applicable law or regulation.
   3. The parties agree that in seeking any indemnification hereunder, the party seeking indemnification (the “Claimant”) shall (i) promptly notify the other party (the “Indemnifying Party”) in writing of the claim triggering the indemnification being sought; (ii) grant the Indemnifying Party sole control of the defense (except that the Claimant may, at its own expense, assist in the defense); and (iii) provide the Indemnifying Party, at the Indemnifying Party’s expense, with all assistance, information, and authority reasonably required for the defense of the claim. The Claimant will provide the Indemnifying Party with prompt notice of any claim (provided that the failure to promptly notify shall only relieve Indemnifying Party of its obligation to the extent it can demonstrate material prejudice from such failure) and, at the Indemnifying Party’s expense, provide assistance reasonably necessary to defend such claim. In no event shall the Indemnifying Party enter into any settlement or agree to any disposition of the indemnified claim(s) without the prior written consent of the Claimant, which consent shall not be unreasonably withheld or delayed. In addition, any legal counsel sought to be appointed to defend the indemnified claim(s) shall be subject to the prior written consent of the Claimant, such consent not to be unreasonably withheld or delayed.
      
10. Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL TRILLION BE LIABLE TO ADVERTISER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAGES. TRILLION’S TOTAL LIABILITY TO ADVERTISER UNDER THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL NOT EXCEED $100.
    
11. Confidentiality: Each party shall disclose Confidential Information (as defined below) only to those of its representatives, officers, directors, agents, professional advisors, on-site contractors, and employees, and those of its parents, subsidiaries, and affiliates, who (i) are bound by written restrictions on use and disclosure and other confidentiality protections and (ii) the party believes have a need to know such information as required for the performance of this Agreement or to enforce the terms of this Agreement. The foregoing obligations will not restrict either party from disclosing Confidential Information of the other party (a) to enforce the terms of this Agreement; (b) pursuant to a court order from a court of competent jurisdiction or subpoena, provided that the party required to make such a disclosure gives reasonable prior written notice to the other party so that it may contest such order or subpoena and, in the event that disclosure is required, only discloses the portion of Confidential Information that is legally required; or (c) pursuant to a regulatory investigation or enforcement. “Confidential Information” consists of (a) any technical information or plans concerning the Platform or any software or other technology of Trillion; (b) any financial information of the other party; (c) other information disclosed by one party to the other party that is marked as confidential, or should reasonably be assumed to be confidential under the circumstances; and (d) the content of this Agreement. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of or breach of the receiving party; (b) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (c) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (d) is obtained by the receiving party rightfully from a third party that has no duty of confidentiality to the disclosing party.
    
12. Availability of the Service: Trillion makes no representations regarding the availability of the Service and Advertiser acknowledges and agrees that the Service may be unavailable from time to time due to (i) equipment, software, or service malfunctions; (ii) maintenance and update procedures or repairs; or (iii) causes beyond the control of Trillion or its affiliates, including, without limitation, interruption or failure of telecommunication or digital transmission links, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion, or other failures, and that Trillion shall not be liable for any unavailability caused by any of the foregoing. In addition, Advertiser acknowledges and agrees that Trillion and its affiliates have no responsibility or liability with respect to the operation of the Trillion Network.
    
13. Termination/Suspension: Advertiser or Trillion may terminate this Agreement (a) for convenience on seven (7) days’ written notice at any time or (b) immediately in the event that the other party fails to remedy a material breach of this Agreement within forty-eight (48) hours of its receipt of written notice thereof. In addition, Trillion may terminate this Agreement immediately, without notice, for any reason whatsoever.
    
14. Domain Name Disputes: Advertiser agrees to not pursue any form of legal action including but not limited to filing a UDRP case and/or ACPA claim against Trillion or any parties within the Trillion Network in an attempt to secure a domain name owned by someone that is not the Advertiser.
    
15. Choice of Law: These Advertising Terms shall be governed by Australian law and the State of Victoria shall have exclusive jurisdiction in connection herewith. Trillion will comply with all applicable laws under this jurisdiction. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the federal or state courts located in the State of Victoria, Australia and the parties hereby irrevocably consent to personal jurisdiction and venue therein and waive any right to object to venue in, or to seek a transfer from, such court. The parties hereto each expressly agree not to commence or maintain any action in any other court or forum in any way relating to or arising out of this Agreement. Notwithstanding the foregoing, in the event of Advertiser’s default of its obligations in Paragraph 4 above, Trillion shall have the right, if it so chooses, to commence an action against Advertiser for such default in the appropriate court in the venue and jurisdiction in which Advertiser resides or maintains assets.
    
16. Successors and Assigns: This Agreement, including the rights and obligations of each party hereunder, shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, acquirers, successors, and assigns. This Agreement and any rights or obligations hereunder shall not be assigned or delegated without the prior written consent of the other party and shall not be unreasonably withheld or delayed, except that: (a) either party may assign this Agreement to an acquirer of all or substantially all of such party’s assets, whether by merger, operation of law or otherwise, without the other party’s prior written consent, so long as the acquirer agrees in writing to pay in full any outstanding balance Advertiser owes to Trillion under this Agreement ; and (b) Trillion may assign this Agreement, without Advertiser’s consent, to its parent company or any of its affiliates or subsidiaries.
    
17. Force Majeure: Neither Advertiser nor Trillion will be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes. If Advertiser’s ability to transfer funds to third parties has been materially adversely affected by an event beyond Advertiser’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Advertiser will make every reasonable effort to make payments on a timely basis to Trillion, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Advertiser from any of its obligations as to the amount of money that would have been due and paid without such condition.
    
18. Miscellaneous: This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding the subject matter herein and supersedes any and all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. The failure of either party to enforce strict performance by the other party of any provision in this Agreement or to exercise any right under this Agreement shall not be construed as a waiver of that party’s right to do so at any later point. Trillion may modify thes Advertising Terms at any time. Continued use of Platform after the effective date of any such change shall constitute acceptance of and agreement to such changes. IF THE ADVERTISER DOES NOT WISH TO BE BOUND TO NEW ADVERTISING TERMS, IT MUST TERMINATE THE AGREEMENT BY AN EMAIL NOTICE. No click-through, online, purchase order or other terms, entered into before or after the execution of this Agreement, will inform the interpretation of this Agreement, or be or remain binding on the parties, and they shall be void. Preprinted terms in Advertiser purchase orders or other customer-generated ordering documents, or terms referenced or linked within them, will have no effect on this Agreement and are hereby rejected, regardless of whether they are signed by Trillion and/or purport to take precedence over this Agreement. In the event that any provision in this Agreement, including its Advertising Terms, as applied to any party or to any circumstance, shall be adjudged by a court of competent jurisdiction to be void, unenforceable or inoperative as a matter of law, then the same shall in no way affect any other provision in this Insertion Order, including its Advertising Terms, the application of such provision in any other circumstance or with respect to any other party, or the validity or enforceability of this Agreement as a whole. Paragraphs 3-4, 6, 8-10, and 16 of these Advertising Terms shall survive termination of this Agreement. Electronic acceptance and signatures of and on this Agreement shall be as effective and enforceable as originals. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.