The following terms do not apply to Ship2Mates’s managed advertising services. Please contact a Ship2Mates sales representative for an insertion order.

These Self-Service Advertising Terms of Service are effective January 1, 2023.

These Self-Service Advertising Terms of Service (these “Ad Terms”) govern Customer’s use of the self-service advertising portal and associated tools for creation, submission, delivery, measurement, analytics, and related activities associated with any advertising or other commercial or sponsored activity or content (collectively, the “Ad Service”) sold by Ship2Mates, Inc. and its affiliates (“Ship2Mates”), and any advertising campaigns Customer purchases through the Ad Service (“Campaign” or “Campaigns”). The term “Customer” or “you”, as used herein, means the entity whose content will be displayed by Ship2Mates through the Ad Service pursuant to these Ad Terms. Where applicable in respect of the placement of Campaigns through the Ad Service, the term “Customer” may also be used to refer to any agent acting on the advertiser’s behalf (“Agency”). BY ACCEPTING THESE AD TERMS, PURCHASING A CAMPAIGN OR UTILIZING ANY PART OF THE AD SERVICE IN ANY MANNER, CUSTOMER REPRESENTS AND AFFIRMS HAVING READ, UNDERSTOOD, ACCEPTED AND AGREED TO BE LEGALLY BOUND BY THESE AD TERMS.

1.   Account Creation; Access.

1. In order to use the Ad Service as contemplated by these Ad Terms, Customer must create an Ad Service account (“Account”) after receiving an invite from Ship2Mates. As part of the Account setup, Customer will set log-in credentials for its Account. For certain customers, Ship2Mates may set up log-in credentials for Customer, which Customer may change after logging in. After the initial creation of Customer’s Account, Customer may authorize users, including Agencies, to access and use Customer’s Account on Customer’s behalf for the purposes described in these Ad Terms. It is the Customer’s obligation to validate all approved Account users and to maintain the security of all Account credentials. Customer is responsible for all activity that occurs in its Account, including the actions of each individual and/or Agency with access to Customer’s Account.

2.   The Ad Service.

1. Customer authorizes Ship2Mates to place advertisements, related technology and other content that Customer provides in connection with the Ad Service (“Ad Content”) on any Ship2Mates or third party product or property made available in connection with the Ad Service (the “Ad Service Properties”). For the avoidance of doubt, Ship2Mates will only place Ad Content on third party Ad Service Properties if authorized by Customer in connection with its Campaign.

1. Customer is solely responsible for: (i) Ad Content; (ii) applications, content and properties to which the Ad Content directs or redirects any user, including any services and products referenced in the Ad Content or on Customer’s websites, mobile apps, physical stores, or any other physical or digital medium Customer controls (collectively, “Customer Properties“); (iii) its use of the Ad Service, including ad bidding, trafficking, and targeting decisions; and (iv) providing data usage notices to and receiving consents from all users that engage with its Ad Content.

1. Customer grants to Ship2Mates a non-exclusive, worldwide, royalty-free, fully-paid up, transferable and sublicensable right and license to access, use, store, distribute, reproduce, modify, transmit, perform, display and publish the Ad Content in inventory placements on the Ad Service Properties and as otherwise necessary to provide the Ad Services. Except as otherwise agreed to in writing, Customer further grants to Ship2Mates the right and license to reference Customer as a customer and include Customer’s Ad Content in Ship2Mates’s marketing materials and in communications with investors and prospective customers. As between Customer and Ship2Mates, Customer acknowledges and agrees that Ship2Mates owns all right, title and interest (including, all intellectual property and proprietary rights) in and to the Ad Services, the Ad Service Properties and the Reporting Data. Further, Customer understands that once displayed, Ad Content is public information and may be shared and accessed outside of Customer’s targeted audience.
2. For clarity, Ship2Mates’s Member Agreement, along with any additional terms between Customer and Ship2Mates, including Ship2Mates’s Business Services Terms, govern Customer’s use of any Ship2Mates website, product, or service other than the Ad Service.

3.   Ad Policies.

1. Customer’s use of the Ad Service must comply with all Applicable Laws (defined below) and is subject to Ship2Mates’s policies made available to Customer (collectively “Ad Policies”), including Ship2Mates’s Community Guidelines and Advertising Policies. Ship2Mates may modify the Ad Policies from time to time.
2. Ship2Mates may reject or remove Ad Content at any time for any reason including but not limited to where Ship2Mates reasonably suspects or becomes aware that such Ad Content infringes any Applicable Laws, regulations, third-party rights, or Ad Policies.
3. Ship2Mates may suspend or terminate Customer’s participation in the Ad Service for any reason including but not limited to where Ship2Mates believes in good faith that Customer is in breach of the Ad Terms or Ad Policies.
4. Ship2Mates may modify or cancel the Ad Service in whole or part at any time.

4.   Campaigns.

1. When Customer purchases a Campaign through the Ad Service, Customer will inform Ship2Mates of the type of advertising Customer wants to buy, the amount Customer wants to spend, and, if applicable, Customer’s bid. If Ship2Mates accepts Customer’s Campaign, Ship2Mates will deliver Ad Content to the audience Customer specifies; provided, however, Ship2Mates does not guarantee that in every instance Customer’s Ad Content will reach its intended audience.
2. Ship2Mates will determine the size, placement and positioning of Ad Content in its sole discretion.

1. Scheduling of delivery of Ad Content is subject to availability and may not be continuous.

1. Ship2Mates does not guarantee the reach or performance of Ad Content, campaigns, Tags, or the Ad Service.

1. Customer is responsible for including any legally required disclosures in the Ad Content.

1. Ship2Mates makes no commitments regarding editorial adjacency, content adjacency, or competitive separation of Customer’s Ad Content on the Ad Service Properties. Customer acknowledges that the Ad Service Properties contain user-generated content.
2. Ship2Mates may use Ad Content for advertising, marketing, and promotional purposes once the Ad Content has run on the Ad Service Properties.

5.   Payments; Cancellation; and Refunds.

1. Payments, cancellation, and refunds under these Ad Terms are governed by the Ad Service Payment Terms, incorporated herein by reference.

6.   Representations and Warranties.

1. Customer represents and warrants that: (i) it has all necessary rights to grant to Ship2Mates the licenses specified in these Ad Terms; (ii) the Ad Content and Customer Properties will comply with all applicable laws, regulatory requirements, industry rules or self-regulatory guidelines, and governmental regulations, including, without limitation, the Delaware Consumer Privacy Act and the Telephone Consumer Privacy Act (where applicable) (collectively, “Applicable Laws”); (iii) Customer’s use of the Ad Service and any associated disclosure of Customer Provided Ad Data to Ship2Mates complies with Customer’s privacy policy and Applicable Laws; (iv) the Ad Content does not infringe or misappropriate the rights of any third party; (v) it has the necessary authority to agree to these Ad Terms and make all decisions, and take all actions relating to Customer’s account; (vi) the Ad Content could not reasonably be determined to tarnish the goodwill of Ship2Mates or any Ad Service Properties; (vii) all Ad Content is free of viruses and/or other computer programming routines that may damage, interfere with, or expropriate any Ship2Mates system data or information; (viii) clicking on Ad Content will not cause damage to or interfere with a user’s computer or other device or expropriate any user system data or information, change a user’s settings, or create a series of sequential, stand-alone advertisements (including by pop-up or pop-under window); (ix) it will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent clicking, impression, or marketing activities relating to the Ad Service; (x) it will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Ad Service, or any aspect or portion thereof; and (xi) it will not provide access to the Ad Service, except to any Agency who is bound in writing by use and confidentiality restrictions which are no less protective of Ship2Mates than those contained in these Ad Terms.

1. Agency represents and warrants that: (i) it is the authorized agent of Customer; and (ii) has the legal authority to enter into these Ad Terms, bind the Customer under these Ad Terms, and use the Ad Service, each on behalf of Customer. Agency will be liable to Customer’s obligations under these Ad Terms to the extent Agency (a) fails to bind Customer to these Ad Terms or (b) breaches its representations and warranties in this Section 6(b).

1. Customer and Agency each represents and warrants that it is not named on the Specially Designated Nationals and Blocked Persons List or other sanctions lists administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury or otherwise subject to U.S. sanctions, and that its use of the Ad Service will not cause Ship2Mates to violate any U.S. sanctions program.

7.  Ship2Mates Pixel.

1. Ship2Mates may make available to Customer as part of the Ad Service an HTML tag, pixel, API, other code or technology (and related documentation, tools, or other materials) (the “Ship2Mates Pixel”) that enables you to send Customer Provided Ad Data (defined below) to Ship2Mates.

1. The Ship2Mates Pixel is exclusively Ship2Mates’s property. When you agree to these Ad Terms, Ship2Mates grants you a nonexclusive, limited, non-transferable, revocable, and non-sublicensable license to use the Ship2Mates Pixel solely in connection with the Ad Services, including your use of the Ship2Mates Pixel to share Customer Provided Ad Data with Ship2Mates.

1. Customer will not make the Ship2Mates Pixel available to any other individual, company, organization, or other entity unless Ship2Mates gives you prior written permission to do so.

1. When Applicable Laws require an individual to provide consent for storing or accessing information on a device (including without limitation when Directive 2002/58/EC of the European Parliament and of the Council applies), you must obtain such consent as required by Applicable Laws before using the Ship2Mates Pixel to enable the storage of or access to information on a device.

8.   Data.

1. Tags.

1.          If Ship2Mates makes the feature available, Customer may place a “Tag” (which shall mean Customer’s, including its Agency’s or its service provider’s, HTML tag, pixel, or other code or technology) into its Ad Content, provided Customer provides Ship2Mates with the code or a means of identifying such code, the specific data that such code will collect or track and how long such data will persist before expiring or being deleted. Additionally, Customer must specifically identify whether such code includes any function for: (a) setting cookies; (b) creating or accessing local shared objects or HTML5 local storage; or (c) obtaining device IDs, advertising IDs, wireless IDs, user account information, geo-location, or address book data.

1.          Customer may allow the Tag to collect metrics and other analytics solely regarding the performance and effectiveness of Customer’s ad campaign with Ship2Mates’s users (“Tag Data”), subject to the Ship2Mates Ad Data use restrictions in Section 8(c), below.

                                        iii.         To the extent that Customer collects Tag Data that includes personal information, personal data, or other similar terms as defined by Applicable Laws, or information that otherwise relates to an identified or identifiable natural person (“Personal Information”), Customer will comply with all Applicable Laws regarding the processing of such Personal Information and may, where reasonably requested by Ship2Mates, be required to provide additional documentation and/or certifications in respect of such compliance.

1.          Consumer Controls.

1. Customer will ensure the Tag is delivered by a member of the Network Advertising Initiative or Digital Advertising Alliance for United States-based campaigns and the European Digital Advertising Alliance for European Union-based campaigns and that an opt-out cookie is provided to allow Ship2Mates’s users to opt-out of cookies collected by the Tag.

1. Customer will ensure that any opt-outs requested by Ship2Mates’s users are honored, whether the opt-out is requested through the NAI, DAA, the EDAA, or some other mechanism.

1. Ship2Mates may at its discretion provide Ship2Mates users with a mechanism to control whether Tags store or access information on their device(s).

1. Campaign metrics.

1.         Ship2Mates may generate and provide Customer access to reports measuring and analyzing Customer’s ad campaign(s) (“Reporting Data” and, together with Tag Data, “Ship2Mates Ad Data”) through Customer’s Ad Service account.

1. Ship2Mates Ad Data Use Restrictions.

1.          Customer shall ensure that: (a) Ship2Mates Ad Data is only shared with companies or individuals acting on Customer’s behalf, such as its service providers or data processors and (b) its service providers protect Ship2Mates Ad Data, limit their use of all of that information, and keep it confidential and secure.

1.          Customer may use Ship2Mates Ad Data on an aggregated or anonymous basis solely for the purposes of: (a) optimizing Customer’s advertising campaigns run via the Ad Services; (b) assessing the effectiveness and performance of Customer’s advertising campaigns run via the Ad Services; and (c) planning Customer’s advertising campaigns to run via the Ad Services.

 iii.         Customer will retain any Ship2Mates Ad Data for only as long as Customer has a legitimate business need to retain it.

1.          Customer shall not:

1. Share Ship2Mates Ad Data with third parties, except that for Tag Data, Customer may share the Tag data with the third-party owner of the Tag that is bound by terms of use at least as restrictive as set forth in Section 8(a);

1. Utilize any Ship2Mates Ad Data to serve targeted advertisements on or off of the Ad Service Properties, nor will it enable or allow any third party to do so;

1. Permit or enable any code, pixel, or other tracking technology to attach or redirect to third party tags, pixels, code or other tracking technologies (“piggybacking”) without prior written permission from Ship2Mates;

1. Resell, share, or otherwise distribute Ship2Mates Ad Data in a manner that competes with the advertising services provided by Ship2Mates, including, by way of example and not limitation: by claiming to provide data that identifies Ship2Mates’s users, data of users that “look like” or share characteristics or behaviors of Ship2Mates’s users, or data about, originating from or otherwise related to Ship2Mates, the Ad Service Properties or Ship2Mates’s users;

1. Label, denote or refer to in any manner any Ship2Mates Ad Data (whether or not it contains any personally identifiable or personal data) as having been derived from Ship2Mates, the Ad Service Properties, or Ship2Mates’s users;

1. Utilize any Ship2Mates Ad Data, including device IDs, advertising IDs, IP addresses, and cookies, relating to any Ship2Mates user, nor transfer to, sell to or otherwise allow or enable any third party to make use of Ship2Mates Ad Data or any information collected by the Tag;
2. Attempt to re-identify any information provided by Ship2Mates in Reporting Data or attempt to associate any Reporting Data with any particular end user, household, or device;

1. Use Ship2Mates Ad Data to build, append to, edit, influence, or augment user profiles, including profiles associated with any mobile device identifier or other unique identifier that identifies any particular user, browser, computer or device;

1. Use Ship2Mates Ad Data to improve or enhance Customer’s systems, products, services, methodologies, technologies, or business, except as set forth in Section 8(c)(ii).

1. Privacy Policy. Customer will post a privacy policy on its website and mobile platform, if any, that complies with Applicable Laws, will keep the privacy policy posted, and adhere to the privacy policy at all times for the duration of these Ad Terms.

1. Data protection and Audit.

1.          Each party will implement appropriate technical and organizational measures to protect Ad Data which it receives from the other party or processes for the other party against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure, access, or processing.

1.          At Ship2Mates’s request from time to time, Customer will (a) reasonably cooperate with any security reviews or assessments that Ship2Mates may desire to conduct of Customer’s business, systems, networks, and operations in connection with these terms and (b) promptly provide Ship2Mates all documentation necessary to demonstrate your compliance with these terms.

                                        iii.         To the maximum extent permitted by Applicable Laws, Customer will: (a) notify Ship2Mates promptly following the discovery of any incident that involves or reasonably may involve the unauthorized access, use, disclosure, or loss of any Ship2Mates Ad Data or any other suspected breach or compromise of the security, confidentiality or integrity of any Ship2Mates Ad Data (“Security Incident“); (b) reasonably cooperate with Ship2Mates in investigating and resolving the Security Incident and mitigating the effects of such Security Incident (collectively, the “Security Incident Resolution“), including providing regular updates to Ship2Mates regarding the Security Incident until it has been resolved; and (c) permit Ship2Mates, or its designated third party representative, to participate in the Security Incident Resolution at Ship2Mates’s request.

1. Customer Provided Ad Data.

1.          Customer Provided Ad Data means data (including any Personal Information) that Customer provides to Ship2Mates in connection with Customer’s access to and use of the Ad Service. Customer Provided Ad Data may include:

1. Hashed Contact Data. Hashed names, email addresses, phone numbers, physical addresses, or other hashed identifiers that Customer provides to Ship2Mates for use with the Ad Service (“Hashed Contact Data”).

1. Interaction data. Information Customer shares about any individual who uses or interacts with Customer through Customer Properties (“End Users”), End Users’ Internet-connected devices, and the actions End Users take on Customer’s properties, such as visits to Customer’s sites or stores, installations of Customer’s apps, purchases of Customer’s products, and other conversion events (“Interaction Data”). Interaction data may include cookies, advertising IDs, IP addresses, and other data received via the Ship2Mates Pixel or other pixels or code on Customer’s website.

1.         Ship2Mates’s Use of Customer Provided Ad Data.

1. Ship2Mates may use Customer Provided Ad Data for the following purposes, and Customer hereby grants us a perpetual, worldwide and royalty-free license to do so:

1. Ship2Mates may use Interaction Data for the following purposes:

1. Generating and providing Reporting Data to you;

1.  Understanding when Interaction Data about your End Users is related to people who use Ship2Mates;

                                                                                              iii.         Improving advertising on Ship2Mates by training our ad delivery models; learning about the relevance of advertisements shown on Ship2Mates to Ship2Mates users; and customizing the content (paid and native) that we show to Ship2Mates users (collectively, “Optimization”);

1.          To deliver your advertisements on Ship2Mates to End Users who interact with Customer Properties, for example, when you direct us to create audiences consisting of such End Users. When Ship2Mates creates these audiences for you, you may not, and may not authorize any third party, to sell or transfer these audiences. Ship2Mates will not sell, transfer, or otherwise provide those audiences to other advertisers without your permission;

1.         Ship2Mates will not share Interaction Data you provide to Ship2Mates with any third parties unless (a) you give us permission to do so; or (b) required by law;

1.         Ship2Mates will provide Reporting Data to you only on an aggregated and anonymized basis. Ship2Mates will not share Reporting Data generated on your behalf, or any portion thereof, with any third party unless (a) you give us permission to do so; or (b) Reporting Data generated on your behalf have been combined with Reporting Data from multiple other third parties, and information identifying you is removed from any such combined Reporting Data;

vii.        Ship2Mates will not use Interaction Data for Optimization before aggregating it with other data collected from other advertisers (or otherwise collected by Ship2Mates from other sources). Ship2Mates will not allow third parties to customize advertising shown on Ship2Mates solely on the basis of your Interaction Data.

1. Ship2Mates may use Hashed Contact Data for the following purposes:

1. If Customer provides Hashed Contact Data for ad targeting, Ship2Mates will use and process the Hashed Contact Data solely to match it against Ship2Mates’s members for purposes of offering the Ad Services. We will delete Hashed Contact Data following the match process.

1. Ship2Mates may use any Customer Provided Ad Data for the following purposes:

1. To respond to an individual’s information or data subject requests;

1. To detect data security incidents or to protect against fraudulent or illegal activity;

1. To comply with legal obligations under Applicable Laws;

1. Improving safety, security, and anti-fraud measures on Ship2Mates;

1. Research and product development for Ship2Mates;

1. Creating aggregate, de-identified, or anonymous information, which Ship2Mates may use for any purpose;

1. Otherwise with your permission.

                                        iii.         Customer represents and warrants that it has a lawful basis (in compliance with all Applicable Laws) and/or all necessary rights and permissions for the disclosure and use of Customer Provided Ad Data set forth in these Ad Terms.

1.          Customer will not share or otherwise provide Ship2Mates with Customer Provided Ad Data that Customer knows or reasonably should know is from or about children under the age of 13 or the legal age of consent in the applicable jurisdiction, or that includes health, financial information, or other categories of sensitive information (including any information defined as sensitive under Applicable Law).

9.   Confidentiality.

1. Each party will take all measures to protect the secrecy of, and to avoid disclosure and unauthorized use of another party’s Confidential Information to a third party except: (i) to employees or agents who need to know it and who have agreed in writing to confidentiality obligations at least as protective as in these Ad Terms; (ii) as required by law after using reasonable efforts to provide advance notice of such disclosure; or (iii) with the disclosing party’s consent. “Confidential Information” means information disclosed by a party to the other party under these Ad Terms or in connection with use of the Ad Service, that is marked confidential or would reasonably be considered confidential under the circumstances, and excludes information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure; (b) becomes publicly known and made generally available after disclosure other than through the receiving party’s action or inaction; or (c) is in the receiving party’s possession, without confidentiality restrictions, prior to the time of disclosure, as shown by the receiving party’s files and records. All Confidential Information will remain the disclosing party’s personal property.

1. Nothing contained in these Ad Terms will prevent either party from complying with Applicable Laws.

10.                 Indemnity.

1. By Customer. Customer agrees to defend, indemnify and hold harmless Ship2Mates, and its officers, directors, employees, agents and affiliates, from and against all damages, liabilities, losses, costs, and expenses (including attorneys’ fees) (“Losses”) relating to any claim, action, suit or proceeding brought by a third party (“Claims”) arising out of or related to: (i) the Ad Content or Customer Properties; (ii) any actual or alleged breach by Customer or its Agent of these Ad Terms or Customer’s representations and warranties set forth herein; (iii) Customer’s or its Agent’s use of the Ad Service; (iv) breach of any Applicable Laws; and (v) Customer’s gross negligence or willful misconduct.

1. By Agency. Agency will indemnify, defend and hold harmless Ship2Mates and its officers, directors, employees, agents and affiliates, against any Losses arising from or related to any Claim arising from or related to Agency’s breach of Section 6(b).

11.                 Disclaimers; Limitation of Liability.

1. THE AD SERVICE, AD SERVICE PROPERTIES AND ALL RELATED INFORMATION, CONTENT AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS OR CONDITIONS OF ANY KIND. Ship2Mates does not warrant that the Ad Service, any Ad Service Properties or the information, materials or content provided therein will operate uninterrupted or error free, nor does Ship2Mates warrant any results obtained through the use of the Ad Service or Ad Service Properties. To the maximum extent permitted by law, Ship2Mates disclaims all warranties and representations (express, implied, oral or written) with respect to the Ad Service, Reporting Data, Ad Service Properties and information, materials and content therein, whether arising by operation of law, reason of custom or use in trade, course of dealing, or otherwise, including, but not limited to, any warranties of merchantability, fitness, suitability, non-infringement and condition of title.

1. EXCEPT FOR (i) CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 9 ABOVE, (ii) CUSTOMER’S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 10 ABOVE, AND (iii) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NO PARTY WILL BE LIABLE UNDER THESE AD TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES (SUCH AS INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES), AND (B) EXCEPT FOR AMOUNTS DUE AND PAYABLE BY CUSTOMER HEREUNDER, SHIP2MATES’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OUR RELATING TO THESE AD TERMS WILL NOT EXCEED THE AMOUNT ALREADY PAID OR PAYABLE BY CUSTOMER TO SHIP2MATES IN THE THREE-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

12.                 General.

1. Entire Agreement. These Ad Terms, together with any additional terms that reference these Ad Terms as the controlling document, constitute the entire agreement between Customer and Ship2Mates with respect to the use of the Ad Service. Where Customer uses certain features or functionality of the Ad Service, such additional terms will be presented via the Ad Service and are deemed accepted by Customer through use of such features or functionality.
2. Ship2Mates reserves the right to monitor and audit your compliance with these Ad Terms.
3. Amendment. Ship2Mates may amend these Ad Terms at any time. The modified Ad Terms will be posted at a URL available through Customer’s Ad Service account, will not apply retroactively without your prior agreement, and will become effective 7 days after posting, except for changes made for legal reasons, which will become effective immediately. Customer’s continued use of the Ad Services after the effective date of amendments constitutes its acceptance of the Ad Terms, as amended. If Customer does not agree to the Ad Terms, as amended, Customer must stop using the Ad Services.
4. Termination. Either party may terminate these Ad Terms at any time with notice to the other party, but any continued use by Customer of the Ad Service will be subject to the then-current Ad Terms posted at a URL made available through the Ad Service. Sections 2 (The Ad Service), 3 (Ad Policies), 5 (Payments; Cancellation; and Refunds), 7 (Ship2Mates Pixel), 8 (Data), 9 (Confidentiality), 10 (Indemnity), 11 (Disclaimers; Limitation of Liability) and 12 (General) will survive termination of these Ad Terms.
5. Governing law. These Ad Terms are governed by Delaware law, without giving effect to any conflict of law principles, except as may be otherwise provided herein.
6. Dispute resolution. If a dispute arises (except for payment disputes, which will be resolved as described in the Ad Service Payment Terms), Customer agrees to provide Ship2Mates with notice of the dispute, and to provide a fifteen (15) business day resolution period in which Customer and Ship2Mates may attempt to work out the dispute informally. If, after the fifteen (15) business day resolution period, Customer and Ship2Mates cannot work out the dispute, Customer agrees to bring any dispute or claim arising out of use of the Ad Service and these Ad Terms in binding arbitration before a single, mutually agreed upon arbitrator. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. Ship2Mates will reimburse all such JAMS filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Customer may choose to have the arbitration conducted by telephone, based on written submissions, or in person. Any in-person hearing will take place in Dover, Delaware. Judgment on any award may be entered in any court having jurisdiction. As an alternative to arbitration, Customer or Ship2Mates may bring a claim in “small claims” court if permitted by that small claims court’s rules. ALL CLAIMS AND DISPUTES MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the federal or state court located in Dover, Delaware. All other claims shall be arbitrated.
   1. 1. Waiver; Severability. NOTHING IN THESE AD TERMS IS INTENDED TO LIMIT A PARTY’S NON-WAIVABLE STATUTORY RIGHTS. If any provision of these Ad Terms is found invalid, illegal or unenforceable, the remainder of the Ad Terms will remain in full force and effect.
      2. Assignment. No party may assign any part of these Ad Terms or any right or duty hereunder without the other party’s written consent, except to an affiliate or in the event of a change of control. Any other attempt to assign is void.
      3. Relationship. No part of these Ad Terms creates any agency, partnership, or joint venture between the parties.