1. Introduction

This website,www.gmxmarket.com (the "Exchange"), is owned, operated and maintained by or for GMX – The Global Media Exchange, LLC, its affiliates, and/or related entities (“GMX”). Certain content and/or services provided by GMX through the Exchange may be accessed or used by you without requiring registration or login to the Exchange. Access to or use of other content and/or services provided by GMX through the Exchange requires that you register as a prospective member of GMX and open an account (a "GMX Account") on the Exchange. GMX reserves the right to reject membership of any individual or company in its sole discretion. These terms of use (this “Agreement”) apply to any access and use of the Exchange.

Please print a copy of this Agreement for your records.

2. Privacy and Information Rights

You agree that GMX may collect and use both personally identifiable and non-personally identifiable information that you provide to GMX when you register on the Exchange or otherwise use the Exchange, in accordance with the Privacy Policy which is incorporated herein by reference.

3. Age Restriction; Capacity to Contract; Identity of Members

The Exchange is not intended for use by any minors (i.e., persons under the age of eighteen (18) or the age of majority in your jurisdiction) or any person otherwise not able to legally form binding contracts. If you are not able to legally form binding contracts, you may not use the Exchange, submit information about yourself to GMX or become a member or otherwise create or use a GMX Account. GMX reserves the right to check, from time to time, the accuracy of your identity, and any other information you supplied. GMX cannot and does not guarantee the listed identity of any user, or the accuracy of any information listed by any user. It is your sole responsibility to conduct your own due diligence inquiry to confirm the identity or identities, and/or age or ages, of those with whom you intend to communicate or conduct any business.

4. Registration

Prior to acceptance of your organization or any representative of your organization as a member of the Exchange, an authorized representative of your organization (your “Company Administrator”) will be asked to submit pre-registration information. Within approximately two (2) weeks after submission of your organization’s initial pre-registration information to GMX, GMX will notify your Company Administrator whether your organization has been accepted as a member of the Exchange. If accepted, your Company Administrator will receive an email from GMX which will contain a link which will enable completion of the registration process and allow the Company Administrator to begin using the Exchange.

If you are not the Company Administrator, but are authorized as a potential user of the Exchange by your Company Administrator, you may submit your personal pre-registration information. Within approximately two (2) days after submission of your personal pre-registration information to GMX, GMX will notify you whether you have been accepted as a member of the Exchange. If accepted, you will receive an email from GMX which will contain a link which will enable completion of the registration process and allow you to begin using the Exchange.

Each authorized user will be provided with a unique username and password. The usernames and passwords are personal to each authorized user, and may not be transferred or made available to others. Any distribution by an authorized user of such GMX Account username and/or password may result in suspension, termination and/or cancellation of your GMX Account. All authorized users are subject to the terms of this Agreement.

During the registration process, your Company Administrator may identify your organization (and any representative of your organization) as a Content Seller or a Content Buyer. “ Content Sellers” are members of the Exchange who wish to sell, license, option or otherwise transfer any rights in their audio visual content (“Works”). “Content Buyers” are members of the Exchange who wish to buy, license, option or otherwise accept the transfer of any rights to Works. The specific terms of use applicable to Content Sellers and Content Buyers are set forth below.

5. Access to Your Account

You can access, edit and update your GMX Account information at any time by clicking on the “My GMX” link at the top of the Exchange home page, and then accessing the "My Account" section from the “My GMX” page. It is your responsibility to make sure that all information on your My Account page is truthful, complete, current and accurate.

6. Additional Terms of Use for Content Buyers

This Agreement governs your use of the Exchange to search for Works you may wish to distribute, in accordance with a license, sale, purchase, option or other transfer of any rights to such Works (a "Transaction") entered into between you and a Content Seller.

1) By pre-registering, you represent and warrant to GMX that you have all consents, rights, authority, and have taken all actions necessary, to execute this Agreement and use the Exchange, and, if you enter into any Transaction, you are authorized to enter into such Transaction on behalf of your organization.

2) If you are the Company Administrator, you agree to provide to GMX certain contact information and descriptive material about your organization (the “Buyer Information”) as set forth on the Exchange pre-registration and registration pages, as such information may be amended or modified. You hereby grant GMX a non-exclusive worldwide, royalty-free right and license to distribute, display and reproduce on the Exchange the Buyer Information. You understand that your submission of Buyer Information shall not be held in confidence by GMX and may be published on the Exchange, and that GMX may utilize your Buyer Information in promotional materials related to the Exchange.

3) GMX shall have no obligation, and shall not be liable for any failure to use, display, distribute, or otherwise promote all or any part of the Buyer Information, and any such failure shall not be deemed a breach of this Agreement.

4) This Agreement (a) will be in effect until terminated by either party; and (b) may be terminated by GMX or by you upon sixty (60) days’ prior written notice.

5) You agree to notify GMX in writing or via the Exchange within fourteen (14) days of the completion of any contract or agreement authorizing a Transaction, and include in such notice (i) the total amount payable by you to a Content Seller and (ii) the payment terms of the contract authorizing the Transaction (e.g., payable within 30 days). For the avoidance of doubt, Content Buyers have no obligation to (A) enter into any Transaction or (B) to pay GMX a fee for your use of the Exchange if you do enter into a Transaction.

6) General Terms and Conditions

a) Representations and Warranties

You represent and warrant to GMX that: (A) your Buyer Information is true and correct to the best of your knowledge; (B) you have all necessary rights, licenses, consents, or other approvals to grant the licenses herein regarding the Buyer Information, and the Buyer Information does not and will not infringe on or misappropriate any copyrights, trademarks, privacy rights, publicity rights, or any other proprietary or personal rights of any person or entity; and (C) any Buyer Information or other materials you furnish to GMX or upload to the Exchange hereunder, and the media on which they are contained, shall contain no computer code, instructions or other matter which may harm, disrupt, damage, disable, or interfere with the Exchange, GMX’s or its affiliates’, or GMX members’ or users’ use of their computer or telecommunications facilities for their purposes.

GMX represents and warrants that it has the legal right to enter into this Agreement.

b) Indemnification

GMX hereby releases, defends, indemnifies, discharges, and holds you and your principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, attorneys, joint venturers, contractors, consultants, and other affiliates (the “Buyer Indemnified Person(s)”) harmless from and against any and all claim, liability, suit, proceeding, arbitration, demand or action, and any damages, losses, costs (including reasonable outside attorneys’ fees and other legal costs), expenses, or settlement awards incurred in connection therewith, brought against any Buyer Indemnified Person(s) arising out of, or related to breach by GMX of the representations and warranties made by GMX in this Agreement.

You hereby release, defend, indemnify, discharge, and hold GMX and its principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, attorneys, joint venturers, contractors, consultants, and other affiliates (the “GMX Indemnified Person(s)”) harmless from and against any and all claims, liability, suit, proceeding, arbitration, demand or action, and any damages, losses costs (including reasonable outside attorneys’ fees and other legal costs), expenses, or settlement awards incurred in connection therewith, brought against any GMX Indemnified Person(s) arising out of, or related to (i) your Buyer Information or any other material furnished to GMX or uploaded to the Exchange by you or for you with your authorization, (ii) your use of the Exchange and any materials of other users, (iii) any agreement or dispute that you have with one or more other members or users of the Exchange; and/or (iv) your breach of any term of this Agreement, including, but not limited to, any claim that your Buyer Information or any other material furnished to GMX or uploaded to the Exchange by you infringes, misappropriates or violates any copyright, trademark, trade secret, privacy, publicity or other intellectual property or proprietary right of any person.

7. Additional Terms of Use for Content Sellers

This Agreement governs your use of the Exchange to list your Works on the Exchange for license, sale, option or other transfer of such Works to Content Buyers, in accordance with a Transaction to be entered into between you and a Content Buyer.

1) By pre-registering, you represent and warrant to GMX that you have all consents, rights, authority, and have taken all actions necessary, to execute this Agreement and use the Exchange, and, if you enter into any Transaction, you are authorized to enter into such Transaction on behalf of your organization.

2) If you are the Company Administrator, you agree to provide to GMX certain contact information and descriptive material about your organization (the “Seller Information”) as set forth on the Exchange pre-registration, and registration pages, as such information may be amended or modified. You hereby grant GMX a non-exclusive worldwide, royalty-free right and license to distribute, display and reproduce on the Exchange the Seller Information. You understand that your submission of Seller Information shall not be held in confidence by GMX and may be published on the Exchange, and that GMX may utilize your Seller Information in promotional materials related to the Exchange.

3) You agree to provide to GMX certain information related to the Works you wish to make available through the Exchange, including but not limited to the associated rights which you will make available for license, sale, purchase, option or other transfer (collectively “Rights Information”), any available trailers and related information related to your Works (collectively, “Authorized Content”), your name, logo, images, Link (as defined below) and additional credit materials (collectively, “Source Information”), and other certain descriptive data to be entered into the Exchange database (“Metadata”), to the extent such information is available.

4) GMX shall have no obligation, and shall not be liable for any failure to use, display, distribute, or otherwise promote all or any part of the Seller Information, the Authorized Content, Source Information, Rights Information or Metadata for the Works you make available through the Exchange, and any such failure shall not be deemed a breach of this Agreement.

5) This Agreement (a) will be in effect until terminated by either party; and (b) may be terminated by GMX or by you upon sixty (60) days prior written notice.

6) GMX will charge you a fee (the "Exchange Fee”) whenever you complete a Transaction through the Exchange, and you agree to pay such Exchange Fee. The Exchange Fee will be nine percent (9%) of all amounts payable by Content Buyer to you pursuant to a Transaction.

7) For any Transaction for which an Exchange Fee is payable to GMX, you agree to notify GMX in writing or via the Exchange within fourteen (14) days of the completion of any contract or agreement authorizing the Transaction, and include in such notice (i) the total amount payable by Content Buyer to you pursuant to the Transaction and (ii) the payment terms of the contract authorizing the Transaction (e.g., payable within thirty days). GMX will then invoice you for the appropriate Exchange Fee in accordance with the payment terms of the contract authorizing the Transaction, and your Exchange Fee payment is due to GMX net thirty (30) days from the date on which you receive the invoice. For payments received by GMX after the due date, the lower amount of one and a half percent (1.5%) interest or the maximum permitted by law will be charged to you monthly on the outstanding past due balance until the full amount is paid.

8) Any obligation to pay an Exchange Fee accruing prior to the termination of this Agreement shall survive such termination and shall be due and payable on the same terms as set forth above.

9) Each party shall be responsible for taxes based on its own net income. As between GMX and Content Seller, Content Seller shall be responsible for any and all taxes, charges, levies, and similar amounts arising in connection with the Transaction.

10) General Terms and Conditions

a) Audit Rights

GMX reserves the right to audit or have audited your records to verify payments are made in accordance with this Agreement. You agree that any contract or agreement authorizing a Transaction will include provisions allowing GMX access to Transaction and payment information to support GMX Transaction record keeping and collection of Exchange Fees. Audits will be made during normal business hours at GMX’s expense (except in the event that any such audit reveals that you have underpaid GMX by five percent (5%) or more, in which case the entire cost of such audit shall be paid by you, and with your cooperation).

b) Representations and Warranties

You represent and warrant to GMX that: (A) your Seller Information and Source Information is true and correct to the best of your knowledge and, furthermore, you accept strict responsibility for the accuracy and integrity of any factual assertions you make in connection with your Seller Information, Authorized Content, Source Information, Rights Information and Metadata; (B) you have all necessary rights, licenses, consents, or other approvals to grant the licenses herein and the Seller Information, Source Information, and Authorized Content does not and will not infringe on or misappropriate any copyrights, trademarks, privacy rights, publicity rights, or any other proprietary or personal rights of any person or entity; (C) any and all Works shall be free and clear from any liens, encumbrances, or any restrictions that will prevent or hinder GMX or a member Content Buyer from fully performing a Transaction, and shall not subject GMX to any costs, claims, or liabilities of any kind or nature; and (D) any Authorized Content or other materials you furnish to GMX or upload to the Exchange hereunder, and the media on which they are contained, shall contain no computer code, instructions or other matter which may harm, disrupt, damage, disable, or interfere with the Exchange, GMX’s or its affiliates’, or GMX members’ or users’ use of their computer or telecommunications facilities for their purposes.

GMX represents and warrants that it has the legal right to enter into this Agreement.

c) Indemnification

GMX hereby releases, defends, indemnifies, discharges, and holds you and your principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, attorneys, joint venturers, contractors, consultants, and other affiliates (the “Content Seller Indemnified Person(s)”) harmless from and against any and all claims, liability, suit, proceeding, arbitration, demand or action, and any damages, losses costs (including reasonable outside attorneys’ fees and other legal costs), expenses, or settlement awards incurred in connection therewith, brought against any Content Seller Indemnified Person(s) arising out of, or related to breach by GMX of the representations and warranties made by GMX in this Agreement.

You hereby release, defend, indemnify, discharge, and hold GMX and its principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, attorneys, joint venturers, contractors, consultants, and other affiliates (the “GMX Indemnified Person(s)”) harmless from and against any and all claims, liability, suit, proceeding, arbitration, demand or action, and any damages, losses costs (including reasonable outside attorneys’ fees and other legal costs), expenses, or settlement awards incurred in connection therewith, brought against any GMX Indemnified Person(s) arising out of, or related to (i) your Works or your Authorized Content or any other material furnished to GMX or uploaded to the Exchange by you or for you with your authorization, (ii) your use of the Exchange and any materials of other users, (iii) any agreement or dispute that you have with one or more other members or users of the Exchange; and/or (iv) your breach of any term of this Agreement, including, but not limited to, any claim that your Works or your Authorized Content or any other material furnished to GMX or uploaded to the Exchange by you infringes, misappropriates or violates any copyright, trademark, trade secret, privacy, publicity or other intellectual property or proprietary right of any person.

8. Policy on Reciprocal Linking

If you are a member of the Exchange you hereby grant to GMX, and GMX grants to you, a nonexclusive, royalty free, nontransferable license to display such party’s “Link” (defined as hypertext, including logo if available, which permits a user to link directly from one website to another) on the other party’s website, and each party agrees to prominently display the Link of the other party. In addition:

1) Each party may use the other party’s Link only in the specific format provided, as such Link and format may be modified and provided by such party from time to time.
2) You may use the GMX Link only on your website, and not in any other manner. The GMX Link must always be an active link to the homepage of the Exchange and not to any other page, as “deep linking” past the Exchange homepage is strictly prohibited.
3) The Exchange homepage must be displayed exactly as it has been created by GMX; no “framing” or other alterations or additions are permitted.
4) The GMX Link should not be the most prominent element on your website’s homepage. Your website title and other trademarks and logos must appear at least as prominently as the GMX Link. You may not display the GMX Link in any manner that implies sponsorship, endorsement, or license by GMX, or in any manner that can be reasonably interpreted to suggest that editorial content on your website has been authored by, or represents the view or opinions of, GMX.
5) The GMX Link may not be used as a feature or design element of any other logo.
6) You may not alter the GMX Link or any elements thereof in any manner.
7) You may not use the GMX Link on any website that disparages GMX or any of its affiliates or their respective personnel, products, or services.

9. Policy on Repeat Infringers; Agent for Notifications of Claimed Infringement

1) GMX respects the intellectual property rights of others and requires that the people who use GMX do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, GMX has adopted and implemented a policy respecting the copyright law that provides for the termination in appropriate circumstances of users of the GMX online system or network who are repeat infringers. GMX may terminate access for content providers who are found repeatedly to provide or post protected user content without necessary rights and permissions.

2) If you believe that your work has been copied and is accessible on the Exchange in a way that constitutes copyright infringement, you may notify us by providing our copyright agent (specified below) with the following information in writing and in the form required by 17 U.S.C. 512 of the United States Copyright Act:

i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

ii) A description of the copyrighted work that you allege is being infringed, or, if multiple copyrighted are to be covered by a single notification, a representative list of such works;

iii) A description of the allegedly infringing material and information sufficient to permit us to locate the material;

iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and/or an electronic mail address;

v) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, or its agent, or the law; and

vi) A statement by you, made under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed.

3) Interim Designation of Agent to Receive Notifications of Claimed Infringement, pursuant to 17 U.S.C. 512 (c) of the United States Copyright Act:

i) Address: Ascent Media Group, LLC, 520 Broadway, 5th Floor, Santa Monica, CA 90401. Name of Agent Designated to Receive Notification of Claimed Infringement: Jeanne Berges, Associate Counsel. Address of Designated Agent to which Notification Should be Sent: Ascent Media Group, LLC, 520 Broadway, 5th Floor, Santa Monica, CA 90401. Telephone Number of Designated Agent: (310) 434-7123. Facsimile Number of Designated Agent: (310) 434-7005. E-mail Address of Designated Agent: copyright@gmxmarket.com. This e-mail address is intended solely for the receipt of legal "Notifications of Claimed Infringement" under the Digital Millennium Copyright Act of 1998, as codified in 17 U.S.C. 512. It is not intended for general inquiries and permission requests concerning the use of the Exchange or any content included therein.

10. Changes to this Website

GMX may, in its sole discretion, amend this Agreement at any time with no notice to you, except that in the event that GMX makes amendments that either change the licenses you have granted to GMX or change the Exchange Fee, you will be notified about these particular amendments via the email address in your GMX Account. You are requested to visit this page and check the then effective Agreement periodically.

11. Restrictions on Use

You agree that any and all material you cause to be listed on or otherwise transmitted to the Exchange, including but not limited to comments posted on the “Ask Center”: (A) shall violate no laws; (B) shall not be pornographic; and (C) shall not be otherwise objectionable, defamatory, libelous, or offensive with respect to applicable standards, customs, or practices. In addition, you agree that you will not (i) impersonate any person or entity, or otherwise misrepresent your identity; (ii) transmit, deliver, upload, display, or otherwise post content that is treated as confidential under any contract or policy or fiduciary relationship; (iii) use the Exchange to connect to people in order to send unsolicited promotional messages, including "junk mail" and "spam;" (iv) use technological means (e.g., automated scripts, electronic harvesting means) to collect email addresses, other information of other users, or any other data from the Exchange; or (v) intimidate, harass, offend, threaten, embarrass, stalk or invade the privacy of any individual or entity. If there is any dispute in any of these regards, the determination made by GMX shall be final, conclusive, and binding. Notwithstanding the foregoing, the listing of any material on the Exchange, including without limitation Buyer Information, Seller Information, Rights Information, Authorized Content, Source Information or Metadata, shall not be deemed a warranty, representation, covenant or other indication by GMX that such material is compliant with any law, standard, custom or practice. GMX is not liable or otherwise responsible for the content of any such material. GMX reserves the right from time to time to make and revise guidelines relating to the listing of material and the content of such material using the Exchange. GMX may remove material from the Exchange at any time, or terminate membership on the Exchange at any time.

12. Legal

The GMX Deal Memo Wizard is not intended to be legal advice, and is not a substitute for an attorney or law firm. GMX is not a law firm and GMX cannot provide legal advice. At no time does GMX review the Deal Memo for legal sufficiency, draw legal conclusions, provide legal advice or apply the law to the facts of your particular situation. You should conduct your own independent research to investigate the status of the rights offered by Sellers through the Exchange, and obtain independent professional advice, as you deem appropriate.

The content of this website includes copyrighted materials, trademarks and other proprietary information, including, without limitation, text, photos, and graphics, which are protected by the intellectual property rights of GMX or others. Except as otherwise expressly permitted by applicable law, you agree not to copy, redistribute, publish or otherwise exploit material from this website without the express prior written permission of the applicable intellectual property owner. You may not display content from this website in frames or "in-line links" or use any of GMX’s trademarks or names as "metatags" on other websites without express written permission from GMX.

YOU EXPRESSLY AGREE THAT USE OF THIS WEBSITE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT OF ANY WARRANTIES INCAPABLE OR EXCLUSION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT). WITHOUT LIMITING THE FOREGOING, NEITHER GMX NOR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT THIS SITE WILL BE UNINTERRUPTED OR ERROR FREE.

GMX MAY PROVIDE LINKS TO EXTERNAL LOCATIONS OPERATED BY THIRD PARTIES. NEITHER GMX NOR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS MAKE ANY REPRESENTATION, GUARANTEE, ENDORSEMENT OR WARRANTY WITH RESPECT TO SUCH THIRD PARTY SITES. YOU ACKNOWLEDGE THAT IT IS YOUR SOLE RESPONSIBILITY TO SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY COMMUNICATION AND AGREE TO USE YOUR BEST JUDGEMENT AND EXERCISE CAUTION WITH RESPECT TO ALL COMMUNICATION.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THIS WEBSITE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT AND NEITHER GMX NOR ITS AFFILIATES, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THIS WEBSITE.

If you reside in California, you hereby waive your right to invoke California Civil Code Section 1542, which provides that “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if unknown by him must have materially affected his settlement with the debtor.”

13. Arbitration

All disputes arising out of or relating to this Agreement will be exclusively resolved under confidential binding arbitration held in Los Angeles, California before and in accordance with the Rules of the American Arbitration Association. The arbitrator’s award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Notwithstanding the foregoing, GMX will have the right to seek injunctive or other equitable relief in state or federal court located in Los Angeles, California to enforce this Agreement. In the event equitable relief is sought, you hereby irrevocably submit to the personal jurisdiction of such court.

14. Notices

All notices or other communications or deliveries required or permitted to be made under this Agreement (i) shall be sent to Content Seller or Content Buyer, as applicable, at the current email address provided in the respective GMX Account; or (ii) shall be sent to GMX at info@gmxmarket.com.

15. Jurisdictional Issues

This site is controlled and operated by GMX from its offices within the State of California, United States of America. GMX makes no representation that materials on the Exchange are appropriate or available for use in other locations. Those who choose to access the Exchange from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

16. Miscellaneous

Any provision of this Agreement that is found invalid or unenforceable pursuant to judicial decree or decision shall be ineffective to the extent of such invalidity or unenforceability, and the remainder of this Agreement shall remain valid and enforceable according to its terms. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. This Agreement may be modified or waived only by a written instrument duly executed by the parties. Any failure by GMX at any time to enforce performance by you of any provision of this Agreement shall in no way affect GMX’s rights thereafter to enforce the same, nor shall the waiver by GMX of any breach of any provision hereof be deemed to be a waiver by GMX of any other breach of the same or any other provision hereof. This Agreement shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Neither party shall assign, delegate, or otherwise transfer its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other party, provided that GMX may assign this Agreement and its obligations hereunder to any affiliate, or to any successor to its business by merger or consolidation or to any party acquiring substantially all of the assets of GMX. The headings to sections of this Agreement are for convenience or reference only and do not form a part of this Agreement and will not in any way affect its interpretation. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of law principles. This section and the following sections shall survive any expiration or termination of this Agreement: Additional Terms of Use for Content Sellers (sections regarding payment of fees after termination and audit rights), Representations and Warranties, Indemnification, Arbitration and Notices.