RevShare Video Player Terms & Conditions

3.2. Publisher shall provide Company with such information about its Sites and the inventory therein as is necessary for Company to provide the Services, including Ad size, location and required format.
3.3. Publisher authorizes Company, and grants to Company all necessary rights and licenses, to index keywords and contextual references from the webpages comprising the Sites, by web-scraping or other means, for the purpose of providing the Services. Company will use reasonable efforts to ensure that this process does not unduly burden or interfere with the proper functioning of the Sites.
3.4. Publisher assumes sole and full responsibility and liability for any and all financial and legal risks and consequences resulting from the Sites and Content. Publisher acknowledges and agrees that Company is under no obligation to review or approve the Sites or Content, suitability, appropriateness, lawfulness, compatibility with technical or industry standards or conventions, or in any other respect.
3.5. Publisher undertakes that the Sites will comply with, and maintain, the highest industry standards. Without derogating from the generality of the foregoing, if requested by Company, Publisher undertakes to adopt the “Ads.txt” standard and ensure that such standard is added to all applicable Sites.

4. Exclusivity

4.1. During the term of this Agreement (including each IO), Company shall be the exclusive instream and accompanying content video advertising monetization player for Publisher on any Sites or applications owned or operated by Publisher (whether accessible through desktop, tablet or mobile).
4.2. Publisher shall not display any products or services similar to the Services, where such other products or services are provided by (or “powered by”) any other company (including, without limitation, the following competitors: Minute.ly, Minute Media, Avantis, DistroScale, AnyClip, Ex.co, Teads, Primis, STN Video, Vidazoo, Aniview.

5. Restrictions

Publisher shall refrain from –

5.1. interfering with, burdening or disrupting the functionality of the Services;
5.2. editing, modifying, filtering, re-ordering, or changing the order of the contents of any Ad, or removing, obscuring or minimizing an Ad in any way;
5.3. circumventing or manipulating the Services, its validation processes or procedures, or the billing process;
5.4. using any mechanical or other means to artificially inflate traffic counts to advertiser's links under an Ad.
5.5. breaching the security of the Services or identifying any security vulnerabilities in it;
5.6. providing false, inaccurate, unlawful, deceptive or misleading inventory;
5.7. breaching any applicable terms, guidelines, agreements and/or any policies of the advertising platforms of Facebook, Apple, Google Android and Amazon Android, all with respect to both mobile and internet;
5.8. using any robot, spider or other device to retrieve, index, scrape, data mine or in any way gather information, data, or other materials from the Services,
5.9. deciphering, decompiling, disassembling, reverse engineering, simulating, deriving or attempting to discover any source code or underlying structure, ideas or algorithms from the Services or using any of the foregoing to create any software or service similar to the Services;
5.10. using the Services for any benchmarking purposes, competitive purposes, or any purpose other than as contemplated by this Agreement;
5.11. collecting, processing, transferring, sharing, or using personal information regarding any individual, without such disclosures and consents as are required by applicable law ; and
5.12. posting, making available, disseminating, transmitting, providing links to, or otherwise communicating through the Sites, any Prohibited.

Company may, at any time, and without prior notice to Publisher, remove, suspend or cease, temporarily or permanently, a campaign from Sites if Company, in its sole discretion determine that such Sites violate the provisions of this Agreement or Company guidelines or instructions regarding such Sites.

6. Consideration

6.1. In consideration for performing all its obligations under the Agreement and applicable IO, Company shall pay to Publisher the amounts set forth on the applicable IO, net of any amounts owed to Company by Publisher as set forth on such IO. Unless otherwise agreed in the IO, Company will pay Publisher within sixty (60) business days following the end of the calendar month during which payments accrued. Company will be liable for payments to Publisher solely if and to the extent corresponding proceeds have cleared from the applicable advertisers to Company. Publisher acknowledges and agrees that Company may, at its sole discretion, discount, credit back or accrue a credit against payments already made to Publisher for transactions which are determined to not be Qualified Transactions following payment.
6.2. All payments due under this Agreement are exclusive of Taxes. Publisher will be responsible for payment of all Taxes and any related interest and penalties resulting from any payments made hereunder, provided however that Company will withhold any tax required under applicable law, unless a duly issued certificate from the relevant tax authorities are provided.

7. Publisher's Representations and Warranties

7.1. Publisher represents and warrants that:

7.1.1. Publisher has all necessary right, power and authority to enter into this Agreement and to perform its obligations hereunder.
7.1.2. All of the information provided by you to us is correct and current.
7.1.3. Publisher is the owner of each Site and the Intellectual Property Rights thereunder or are legally authorized to act on behalf of the owner of such Sites or Intellectual Property Rights, as the case may be, for the purposes of this Agreement;
7.1.4. The Sites and Content: (i) comply with Applicable Law; (ii) do not breach any duty toward or rights of any person or entity including, without limitation, Intellectual Property Rights, rights of publicity or privacy, or rights or duties under Applicable Law; and (iii) are free from Prohibited Content.
7.1.5. Publisher shall comply with all Applicable Law.
7.1.6. Publisher shall obtain all consents, authorizations and clearances from end users of the Sites required in connection with the use of cookies, beacons, and other technologies. Publisher shall ensure that the Sites shall provide or make available to users of each Site a privacy notification in a conspicuous manner (via a privacy policy or other method appropriate for the type of such Site) which (i) complies with all applicable laws, rules and regulations; (ii) to the extent applicable to the type of such Site, discloses to users of such Site that cookies, web beacons and other technologies that may be used in connection with such Site; (iii) fully and accurately disclosed to such users Publisher's policy regarding the collection, use and disclosure of users’ private information and (iv) if such Site is accessible via hypertext transfer protocol (http), provides a link to http://www.networkadvertising.org (or similar) and a statement that users can click on such link for information on how to opt-out of the use of such technologies for the delivery of more relevant advertising,
7.1.7. Without derogating from the generality of the foregoing, if Publisher is using Google DFP tags in connection with the Services hereunder, then Publisher undertakes to comply with Google’s applicable policies and guidelines pertaining to such use. Publisher shall notify Company promptly in case of any such non-compliance.
7.1.8. Without derogating from the above, Publisher acknowledges that cookies, web beacons and other technologies may be used by us in connection with the Services in order to collect and use data regarding advertising performance and end user interests.
7.1.9. Publisher acknowledges that Company and the Services it provides are not unique to the industry nor beyond replacement, and warrants that it does not rely upon the Services as exclusively necessary to conduct its business in the ordinary course.

7.2. Company represents and warrants that:

7.2.1. Company has all necessary right, power and authority to enter into this Agreement and to perform its obligations hereunder.
7.2.2. Company’s platform shall comply with all Applicable Law.

8. Confidentiality

8.1. Each Party hereby acknowledges that information and data of a proprietary and/or confidential nature, whether in oral, written, electronic or other form relating to a Party's business, technology, materials and/or products disclosed and/or made available by one Party (the "Discloser”) to the other Party (the "Recipient") during the performance of this Agreement, constitute the Discloser's confidential information (“Confidential Information”). Each Party acknowledges that the other Party's Confidential Information constitutes valuable proprietary information of the other Party, and that unauthorized disclosure or transfer of, or unauthorized provision of access to, such information is prohibited and could cause irreparable harm to the Discloser thereof. Each Party must hold such information in confidence using the same degree of care that it uses to prevent the unauthorized dissemination or publication of its own confidential information but in no case less than a reasonable degree of care. Except as otherwise provided, Recipient may use the Discloser's Confidential Information only to the extent required to utilize or provide the Services under this Agreement. Recipient will not disclose Discloser's Confidential Information, except to its officers, directors, employees, agents, consultants and subcontractors, on a strict 'need to know' basis, provided they are bound by sufficient confidentiality obligations or except as otherwise explicitly provided herein.
8.2. The confidentiality obligations set forth above shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on part of Recipient; (ii) Recipient can demonstrate in its prior established records to have had rightfully in its possession prior to disclosure of the same by Discloser; (iii) Recipient can demonstrate by written records that it had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) is independently developed by Recipient without use of or reference to the Confidential Information of Discloser, as evidenced by its written records or (v) Discloser has provided its prior written approval for disclosure.
8.3. For the removal of doubt Company can use and share Confidential Information provided by Publisher (i) to provide Publisher with the Services, improve, enhance, and customize the Services, develop additional services, provide Publisher with support, handle Publisher’s inquiries, send Publisher Services related recommendations and suggestions; and (ii) to collect fees, to conduct administrative activities necessary to maintain and provide the Services, enforce this Agreement, take any action in any case of dispute, or legal proceeding of any kind involving Publisher, with respect to the Services, and prevent fraud, misappropriation, infringements, identity theft and other illegal activities and misuse of the Services.
8.4. Notwithstanding the above, in the event that Recipient is required by a valid order by a competent court or other competent governmental body, or as otherwise required by applicable law, to share or disclose the Confidential Information of the Discloser, Recipient may share such Confidential Information of Discloser to the extent legally required, provided that, if legally permitted, Recipient will give prior notice of the requirement to Discloser, to allow it, at its exclusive cost and expense, to intervene and protect its interests in such Confidential Information, should it desire.
8.5. Upon the termination or expiration of this Agreement, each Party will return to the other or destroy all of the other Party's Confidential Information that is in its own possession or control or in the possession or control of its officers, directors, employees, agents, consultants and subcontractors, except that each Party may retain one archival copy for evidentiary purposes, in a secure system not accessible to it or others in the ordinary course of business. At a Party's request, the other Party will provide its written confirmation that it has returned or destroyed all of the Confidential Information of the other Party.

9. Term and Termination

9.1. The term of the Agreement will commence on the Start Date of the first IO between Publisher and Company, and, unless earlier terminated pursuant to this Agreement, shall remain in force until terminated pursuant to Section 9.4.
9.2. Unless otherwise stated thereon, each IO shall be effective for an initial term of twelve (12) months. Each IO shall be automatically renewed for additional periods equal to the initial term unless either Party provides the other Party written notice of its intent to not renew such IO at least thirty (30) days' prior to the expiration of such IO.
9.3. Any individual campaigns may be paused or cancelled upon 48 hours written notice to the other Party.
9.4. If there is no IO in effect, either Party may terminate this Agreement with thirty (30) days’ prior written notice to the other Party or, by default, this Agreement will automatically terminate two (2) years following the expiration of the last IO in effect.
9.5. Notwithstanding any remedies that may be available to Company under any Applicable Law, Company may terminate this Agreement (including each IO) immediately upon notification, in the following circumstances -

9.5.1. Company believes that Publisher has (i) materially breached this Agreement (including without limitation, a breach of Publisher’s undertakings under Section 3.6 above or Publisher’s representations and warranties under Section 7.1); (ii) abused the Services; or (iii) has become involved in legal proceedings that, in Company’s discretion, interfere with the performance of this Agreement. Without derogating from the generality of the foregoing, the following events shall constitute a material breach by Publisher of the provisions of the IO and this Agreement: (a) placement of the Ad in any other place Sites and Allowed Location set forth on the IO, including by way of enabling a third party to place other Ads in the Allowed Location; and (b) placement of any other advertisement or content owned or designated by a third party between the head of the applicable web page(s) and the Allowed Location;
9.5.2. Company is so required by law, regulation, order, or request of a competent governmental authority or agency;
9.5.3. Legal or business circumstances, unknown to Company upon the Effective Date, are introduced by third parties (including courts or governmental authorities) after the Effective Date, and such circumstances materially and adversely affect Company’s costs or potential liability associated with its provision of the Services;
9.5.4. Publisher becomes insolvent, or upon the filing by or against Publisher of a petition in bankruptcy or reorganization, upon the filing of a request in Publisher’s respect for the appointment of a trustee, liquidator or receiver, or upon Publisher’s assignment for the benefit of creditors, or any other similar legal action; or
9.5.5. To the extent applicable, in accordance with the terms of the IO, Company determines, in accordance with the reports submitted by the Verification Agent, that the Minimum Monthly Volume was not achieved during any 2 months during the IO’s term.

9.6. Upon termination or expiration of this Agreement or any IO: (i) all undisputed payments that have accrued prior to expiration or termination will be payable in full within forty-five (45) days thereof; and (ii) Company's obligations relating to the applicable Services will terminate and Company will cease to provide such Services to Publisher.
9.7. Termination of this Agreement or the suspension of the provision of the Services hereunder by Company does not prejudice any other right or remedy available to Company.
9.8. In case this Agreement is terminated, whether by Publisher or Company, or in any case Publisher otherwise terminates an advertising campaign, or Company terminates a managed service campaign, Publisher will not be entitled (if and to the extent applicable) to any refund or reimbursement of any fees Publisher has paid to Company and will not be excused or released from any payment obligations that accrued, for Services provided prior to the effective date of such termination.
9.9. All provisions of this Agreement which by their nature should survive termination, will survive termination, including the following sections: Consideration, Confidentiality, Term and Termination, Intellectual property, Disclaimers, Limitation of liability, Indemnification and Governing Law and Jurisdiction.

10. Privacy

Personal data shall be processed, transferred, and maintained in accordance with Applicable Law, this Agreement, the Data Processing Agreement incorporated herein by reference in the “Terms of Engagement” section of the IO and available at www.jwpconnatix.com/legal/revshare-dpa or as specified in the IO, and the Privacy Policy available at: www.jwpconnatix.com/legal/privacy.

11. Intellectual Property Rights

11.1. Company shall retain all rights, including Intellectual Property Rights, pertaining to the Services, including rights in computer code, graphic design, layout and the user interfaces of the Services, and all derivatives, improvements and variations thereof. This Agreement does not grant Publisher any Intellectual Property Rights to the Services and all rights not expressly granted herein are reserved.
11.2. Company does not claim any Intellectual Property Rights in or to the Sites or the Ads.
11.3. You may not adapt or use otherwise any name, mark or logo that is identical, or confusingly similar to any of our marks and logos. You must avoid any action or omission which may dilute, or tarnish the goodwill of Company.
11.4. Publisher hereby grants Company and any of its related affiliates a perpetual, irrevocable, fully paid-up, worldwide, sublicensable, freely transferrable right and license to use, copy, modify, distribute and otherwise exploit all data collected through or derived from the cookies, beacons, and other technologies used by Company in the provision of the Services.

12. Changes in the Services; Discontinuation

12.1. Company may, but is not obligated to, maintain the Services with periodic releases of bug fixes, code updates or upgrades. Company will determine, in its discretion, the frequency and scope of such releases and Publisher will have no plea, claim or demand against Company or its directors, officers, employees, agents, advisors, consultants, subcontractors and assignees (collectively, our “Staff”), for any of these releases or the lack thereof.
12.2. Company may also, at any time and without prior notice, change the layout, design, scope, features or availability of the Services. Without derogating from the generality of the foregoing, Publisher acknowledges and agrees that Company may, from time to time, change and/or adjust the settings of its platform in order to optimize the operation and/or results of applicable campaign(s). Such changes, by their nature, may cause inconvenience or even malfunctions. PUBLISHER AGREES AND ACKNOWLEDGES THAT Company DOES NOT ASSUME ANY RESPONSIBILITY WITH RESPECT TO, OR IN CONNECTION WITH THE INTRODUCTION OF SUCH CHANGES OR FROM ANY MALFUNCTIONS OR FAILURES THAT MAY RESULT THEREFROM.
12.3. Company may suspend the provision of the Services, in whole, or in part, for all users, or for certain users, for periodic maintenance or similar purposes, without any liability to Publisher. Company will use reasonable efforts to provide Publisher prior notice of any planned down-time of the Services due to maintenance.

13. DISCLAIMERS

THE AVAILABILITY AND FUNCTIONALITY OF THE SERVICE DEPEND ON VARIOUS FACTORS AND ELEMENTS, INCLUDING SOFTWARE, HARDWARE, SERVICES AND COMMUNICATION NETWORKS, SOME OF WHICH ARE PROVIDED OR CONTROLLED BY THIRD PARTIES. THESE FACTORS ARE NOT FAULT FREE. Company DOES NOT WARRANT OR GUARANTEE THAT THE SERVICE WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES, OR IMMUNE FROM UNAUTHORIZED ACCESS OR ERROR FREE.

PUBLISHER ACKNOWLEDGES THAT, GIVEN THE MULTITUDE OF FACTORS THAT AFFECT THE EFFECTIVENESS OF ADVERTISING CAMPAIGNS, INCLUDING THE END-USER’S BEHAVIOR, THE PRESENCE OF COMPETING ADVERTISERS AND TECHNOLOGICAL LIMITATIONS, THE SERVICE AND THE ADVERTISING CAMPAIGN MAY NOT PRODUCE THE OUTCOME PUBLISHER DESIRES, ANTICIPATES OR EXPECTS. Company DOES NOT WARRANT THAT PUBLISHER’S USE OF THE SERVICE WILL RESULT IN ANY PARTICULAR OUTCOME, INCLUDING REVENUE, EXPOSURE, WEBSITE TRAFFIC, AND TRAFFIC ORIGINATING FROM A PARTICULAR LOCATION, CONVERSION RATE OR ANY OTHER METRIC INCLUDING LEVEL OF IMPRESSIONS OF, ACTIONS OR VIEWS ON ANY AD, THE TIMING OF DELIVERY OF SUCH IMPRESSIONS, ACTIONS AND/OR VIEWS, AND THE RELEVANCY OF THE COMMERCIAL ADS SHOWN UNDER AN IO.

THE SERVICE IS PROVIDED FOR USE ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. Company AND ITS STAFF DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, LIKELY-RESULT, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, LIKELY-RESULT OR PERFORMANCE OF THE SERVICE, WHETHER OR NOT MADE BY ANY EMPLOYEE OR AGENT OF Company, WHICH IS NOT EXPRESSLY CONTAINED IN THESE TERMS, SHALL BE DEEMED TO BE A WARRANTY BY Company FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF Company OR OUR STAFF WHATSOEVER.

14. LIMITATION OF LIABILITY

Company AND ITS STAFF WILL NOT BE LIABLE TO THE MAXIMUM EXTENT PERMITTED BY LAW, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT, BUSINESS EARNINGS, REVENUE, WEBSITE TRAFFIC, OR DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE SERVICE, ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SERVICE, ANY FAULT, OR ERROR MADE BY THE STAFF OR ANYONE ACTING ON ITS BEHALF, ANY COMMUNICATION WITH Company, OR ANY DENIAL, CANCELATION OR REVOCATION OF THE SERVICE. Company IS NOT RESPONSIBLE FOR ANY WEB SITE OR APPLICATION THAT CAN BE LINKED FROM ANY ADVERTISEMENT PLACED ON THE SITE(S) OR FOR THE RESULTS OF ANY ACT OR OMISSION OF ANY ADVERTISER PLACING SUCH AD OR ANY OTHER OF OUR SERVICE PROVIDERS.

IN ANY EVENT, Company AND ITS STAFF’S TOTAL, MAXIMUM AND AGGREGATE LIABILITY TO PUBLISHER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE HIGHER OF (I) TOTAL FEES ACTUALLY PAID PURSUANT TO IOS HEREUNDER IN THE THREE (3) MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE; OR (II) US$1,000. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Company WILL BE FULLY RELEASED FROM LIABILITY TO PUBLISHER IF PUBLISHER HAS BREACHED THE AGREEMENT OR ANY IO.

15. Indemnification

15.1. By Publisher: You agree to indemnify, defend and hold harmless, Company and its Staff, at your own expense and immediately after receiving a written notice from Company, from and against any damages, liabilities, losses, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, to the extent they result from your breach of this Agreement or any provisions or representation or warranty herein.
15.2. By Company: At the request of Publisher, Company agrees to indemnify and defend (or settle), indemnify and hold Publisher and its Staff harmless, from and against any damages, liabilities, losses, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, finally awarded against Publisher by a court of competent jurisdiction or as part of a settlement for the benefit of a third party, arising out of or in connection with any claim that Ads provided by Company and used by Publisher in a manner approved by Company in accordance with the terms of this Agreement, violate the intellectual property rights of a third party.

16. Governing Law and Jurisdiction

16.1. Regardless of Publisher’s place of residence or where Publisher accesses or uses the Services from, this Agreement, Publisher’s use of the Services and any dispute arising therefrom, or in connection with Publisher and Company, will be governed by and construed exclusively in accordance with the laws of the State of New York, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of New York.
16.2. The sole and exclusive jurisdiction and venue of any action, suit or legal proceedings, with respect to this Agreement shall be in the competent court(s) in New York County, New York. Publisher and Company hereby expressly consent to the exclusive personal jurisdiction and venue of such courts, and waive any objections related thereto, including objections on the grounds of improper venue, lack of personal jurisdiction or forum non conveniens.
16.3. In addition to the foregoing, either Party may also seek interim or emergency relief in the competent courts located in the jurisdiction in which the other Party is located. Notwithstanding the foregoing, Company may lodge a claim against Publisher pursuant to the indemnity clause above, in any court adjudicating a third party claim against Company.

17. Publicity

The Parties hereby agree that upon the request of Company , they shall use commercially reasonable efforts to engage in marketing and promotional activities, including without limitation, public statements related to their collaboration hereunder, the Parties’ respective products and services, speaking events, as well as development of joint marketing materials. Publisher is entitled to review such materials before external use by Company.

18. General

18.1. The Agreement along with the IO constitutes the entire agreement between the Parties with respect to the Services and supersedes any and all other prior or contemporaneous agreements or understandings. No waiver, concession, extension, representation, alteration, addition or derogation from the Agreement, or pursuant to the Agreement, will be effective or binding unless consented to explicitly and executed in writing by an Company authorized representative.

18.2. The Agreement does not, in any way, create a partnership, joint venture, employment relationship, franchise, agency or any other similar relationship between Company and Publisher, and nothing in the Agreement will be interpreted or construed as creating or establishing any such relationship. Each Party will perform its obligations hereunder as an independent contractor and will be solely responsible for its own financial obligations.
18.3. Failure on the part of Company to demand performance of any provision of the Agreement will not constitute a waiver of any right under the Agreement.
18.4. Company may modify this Agreement in its sole discretion and such modifications shall take effect and be binding on Publisher on the earliest date on which they are posted to Company’s publicly available website or delivered to Publisher via electronic or physical delivery to the last known physical or email address provided to Company. No one other than Company has the right to modify this Agreement. Notwithstanding the foregoing, no modification or amendment to a mutually ratified IO shall be effective unless in writing and executed by a duly authorized representative of each Party.
18.5. Publisher may not assign or delegate this Agreement or any of Publisher’s rights or obligations hereunder, without the express prior written consent of Company. Any purported assignment, in contravention of the above will be null and void. Company may assign or delegate this Agreement in its entirety, or any of its rights and obligations hereunder, without the need for Publisher’s consent, to Company’s corporate group affiliates, or upon a merger, acquisition, change of control or the sale of all or substantially all of its equity or assets relating to Company or the Services. With such assignment or delegation of the entire Agreement, Company is fully released from all its duties, liabilities and obligations under this Agreement.
18.6. If any provision of the Agreement is held to be illegal, invalid, or unenforceable by a competent court, then the provision will be performed and enforced to the maximum extent permitted by law, and the remaining provisions of the Agreement will continue to remain in full force and effect.