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1.
INTRODUCTION AND ACCEPTANCE
1.1 Services. Magnolia Labs, a California
corporation, (ÒMagnolia LabsÓ)
owns and operates certain services (ÒServicesÓ) aimed to facilitate the
delivery and insertion of advertisements (ÒAdsÓ) to publishers and software
developers (ÒPartnerÓ), including without limitation through mobile sites,
mobile applications and wireless device platforms (ÒMobile PropertiesÓ). The Services may be comprised of certain
software including the Magnolia Labs Software Development Kits (ÒSDKÓ) and
other software enabling the display of advertisements in PartnerÕs
application (ÒAd-Enabling Magnolia Labs TechnologyÓ) that Magnolia Labs, in
its sole discretion, may make available to Partner from time to time. Magnolia
Labs and you, (referred to herein as ÒPartnerÓ) enter into this Publisher
Agreement (this ÒAgreementÓ) on the date of your first use of this service.
1.2 Partner Assent. THIS PUBLISHER
AGREEMENT (THIS ÒAGREEMENTÓ) IS A LEGAL AGREEMENT BETWEEN PARTNER AND
MAGNOLIA LABS. PLEASE READ THIS
AGREEMENT CAREFULLY BEFORE USING THE SERVICES OR ANY PART THEREOF. BY USING MAGNOLIA LABS' SERVICES, YOU
AS THE PARTNER (1) REPRESENT THAT YOU ARE (A) AT LEAST 18 YEARS OF AGE (IN
CASE OF AN INDIVIDUAL) OR (B) AUTHORIZED TO ENTER INTO THIS AGREEMENT (IN
CASE OF AN ENTITY), AND (2) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF
THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT, IMMEDIATELY DISCONTINUE YOUR USE THE
SERVICES OFFERED BY MAGNOLIA LABS.
2.
DELIVERY; GRANT OF RIGHTS; OWNERSHIP
2.1 Delivery. In consideration for PartnerÕs assent
to this Agreement in accordance with Section 1.2 above, and subject to the
terms and conditions set forth in this Agreement, Magnolia Labs may deliver
or make available to Partner certain Ad-Enabling Magnolia Labs Technology
and/or the MagnoliaSDK.
2.2 License. Subject to the
terms and conditions of this Agreement, Magnolia Labs hereby grants Partner,
during the Term, a nonexclusive, non-transferable, non-sublicensable, limited,
revocable license:
(a) to use the Services; and
(b) to copy and use the Ad-Enabling Magnolia Labs Technology provided by
Magnolia Labs, to enable End-UsersÕ Mobile Property to operate with the
Services to serve Ads to such End-UsersÕ wireless devices;
(c) if a ÒMagnoliaSDKÓ is being provided to a Partner hereunder, to copy and
use such SDK solely to integrate it with the PartnerÕs mobile applications
and to distribute such integrated mobile applications containing the SDK to
End-Users.
2.3 License Limitations. Partner shall not, reverse engineer,
decompile, or disassemble the Ad-Enabling Magnolia Labs Technology or the MagnoliaSDK,
except to the extent that such restrictions are expressly prohibited by
applicable law. Further, except
as expressly permitted in this Agreement, Partner shall not (a) copy, modify
or adapt the Ad-Enabling Magnolia Labs Technology or the MagnoliaSDK; or (b)
rent, lease, sublicense, sell, assign, loan or otherwise transfer the
Ad-Enabling Magnolia Labs Technology or the MagnoliaSDK. Partner must comply with all
applicable laws when using the Services and must not use the Services in a
manner that threatens the integrity, performance, or availability of the
Services.
2.4 Updates. If Magnolia Labs, in its sole
discretion, provides Partner a new version or an update to the Ad-Enabling
Magnolia Labs Technology (ÒUpdateÓ), Partner shall promptly cease use of the
prior version of such Ad-Enabling Magnolia Labs Technology, and instead,
shall incorporate and use such Update in connection with the Service.
2.5 Ownership. The license granted in this Agreement does not constitute a
transfer of ownership or sale of the Services, the Ad-Enabling Magnolia Labs
Technology, the MagnoliaSDK (ÒMagnolia Labs PropertyÓ), or any other
proprietary rights of Magnolia Labs, including the intellectual property rights
in any of the foregoing. Except
for the license granted above, Magnolia Labs retains all right, title and
interest in and to the Services, the Ad-Enabling Magnolia Labs Technology and
the MagnoliaSDK. Partner agrees
not to remove, alter or obscure any proprietary notices (including copyright
notices) on any portion of the Service.
3.
ADVERTISEMENTS
3.1 Ad Delivery. Partner acknowledges and agrees, and Partner
shall require its End-User customers to acknowledge and agree that Magnolia
Labs shall have the right, including the right to authorize third parties, to
serve and deliver Ads to End-UsersÕ wireless devices as part of the Services
and the right to access, index and cache requests made from PartnerÕs Mobile
Property to the Services. Partner
shall indemnify and hold Magnolia Labs harmless from any losses and
liabilities arising out of PartnerÕs failure to comply with this Section.
3.2 Non-Interference. As between Magnolia Labs and Partner,
Magnolia Labs shall have the sole right to negotiate and conclude agreements
with advertisers and ad networks for the delivery of Ads to End-UsersÕ mobile
devices in connection with the Services, and Partner shall not interfere with
such Magnolia Labs business in anyway.
4. PRIVACY
4.1 Privacy
Policy. The Magnolia Labs
Privacy Policy available at http://www.MagnoliaLabs.com/legal/privacy.htm
(ÒPrivacy PolicyÓ) is incorporated by this reference and is made part of this
Agreement, as such privacy policy is updated from time to time during the
term of this Agreement. By
accepting this Agreement, Partner acknowledges that Partner has read the
Privacy Policy and consent to Magnolia LabsÕ privacy practices.
4.2 Partner Indemnity. Prior to activating the Service with
an End User and/or providing any End User information to Magnolia Labs, Partner
must make such End User aware of and ensure that the End User accepts privacy
terms that are substantially similar to the Privacy Policy. Without limiting the foregoing, if Partner
provides any third party (including End User) information to Magnolia Labs, Partner
warrants and represents that Partner has the right to provide such
information including for the purposes outlined in the Privacy Policy and
this Agreement. Partner agrees
to indemnify and hold Magnolia Labs harmless against all losses and
liabilities arising out of its failure to comply with this Section.
4.3 Transfer of Information. In
the event that Magnolia Labs or a portion of Magnolia LabsÕ assets is
acquired by another company, the information collected about Partner and
End-Users through the Services may be one of the transferred assets.
5. EXCLUSIVITY;
NON-COMPETE
5.1
Exclusivity. Partner does
hereby appoint Magnolia Labs as its exclusive agent, for a period of five (5)
calendar years, commencing on the date of this Agreement, for the following
purposes: a) Selection and
placement of mobile advertising for Partner; b) Consultant to
Partner for application monetization purposes; and c) Generation of customer
leads, including all such leads related to the sale of third party goods and
services, virtual or physical (to the extent that such goods and services are
paired with an advertisement, prepaid offer, opt-in offer, incentivized
download or any other kind of third party offer), paid for with a credit
card, SMS billing, PayPal, an in-application purchase or any other payment
method.
5.2
Non-Competition. Partner
hereby agrees not to directly or indirectly compete with the online or mobile
advertising business of Magnolia Labs and its successors and assigns during
the period of this Agreement and for a period of one (1) year following
termination of this Agreement.
6.
NET REVENUE SHARE; PAYMENT
6.1 Net Revenue Share. In consideration for the PartnerÕs use of the Services and
subject to the terms and conditions of this Agreement, Magnolia Labs shall pay
Partner an amount equal to fifty percent (50%) of the Net Revenue (ÒNet
Revenue ShareÓ). ÒNet RevenueÓ
means the amount actually received by Magnolia Labs or Partner from third
party advertisers or ad networks for Ads delivered to End-UsersÕ wireless
devices through the Mobile Property that has been enabled by Ad-Enabling
Magnolia Labs Technology or MagnoliaSDK provided in connection with the
Services, calculated per impression (ÒCPMÓ), click (ÒCPCÓ) or action based on
information and methodologies used by Magnolia Labs in the ordinary course of
business or, from time to time, as reported by third parties, less any
advertising agency fees, ad networksÕ payout, wire, banking or other
operating costs.
6.2 Payment. ÒPaymentÓ means an
amount payable by Magnolia Labs to Partner in respect of accrued Partner revenue
in respect of a particular month less: i) any taxes Magnolia Labs may be
legally required to withhold; and ii) any bank charges in respect of payment
if payment is other than by check from Magnolia Labs to Partner.
Payment Reporting
Within ninety (90) days after the end of each calendar month during the Term,
Magnolia Labs will provide Partner a written or electronic report, or will
enable Partner to access such reports online, showing the bases for
calculating the Net Revenue Share for such month (ÒPayment ReportsÓ).
Payment Due
Within ninety (90) days after the end of each calendar month during the Term,
Magnolia Labs shall remit the Net Revenue Share to Partner for such calendar
month in the manner and form agreed between Magnolia Labs and Partner.
6.3 Currency. Payment of the Net
Revenue Share shall be made in U.S. Dollars. If payments by advertisers or ad networks are made in
currency other than the U.S. Dollars, or a non-U.S. currency is involved in
the calculation or payment of the Net Revenue Share, then Magnolia Labs may,
in its sole discretion, convert such payment to U.S. Dollars using the
foreign exchange currency rates as published by www.oanda.com (or such other
website or service which replaces it and which the pay-per-click industry
recognizes as a standard) at the time the conversion is made by Magnolia
Labs.
6.4 Costs; Taxes. Except as otherwise expressly provided hereunder, each
party will be responsible for all costs and expenses incurred by such party
in connection with the performance of its obligations under this Agreement. Partner shall pay all applicable taxes
or fees imposed by any government authority in connection with PartnerÕs user
of the Services.
6.5
Conditions for Payments.
Any conversions of advertising actions to actual consumer purchase
(ÒConversionsÓ) generated by PartnerÕs application are subject to approval by
third-party advertisers.
Magnolia Labs shall not
be required to make any payments to Partner in the event that a third-party
advertiser nullifies a Conversion.
6.6 Magnolia Labs Approvals of SDK and
Advertisements. Partner may only
receive payments provided Magnolia Labs has approved its integration of the MagnoliaSDK
or other Ad-Enabling Magnolia Labs Technology. Magnolia Labs shall provide any such integration free of
charge to Partner. Each
placement of any promotional offer or advertisement within the interface of
the PartnerÕs application shall be approved by Magnolia Labs. After Magnolia LabsÕ approval of
these placements, Partner shall not alter, replace, or modify such placement
in anyway. Any such alterations,
replacements, or modifications without the prior written approval of Magnolia
Labs will result in a suspension of payments to Partner.
6.6 No Fraudulent Conversions. Partner shall not, and shall not
authorize others, to generate fraudulent conversions or impressions on any
Ads served as part of the Services, whether generated manually or by use of a
device or other automated process. Failure to comply with the foregoing shall be deemed a
material breach of this Agreement. In addition, no payment shall be made hereunder in
connection with any such fraudulent conversions or impressions.
7.
TERM AND TERMINATION
7.1 Access to Service. PARTNER
AGREES THAT MAGNOLIA LABS HAS NO OBLIGATION TO ALLOW PARTNER ACCESS TO THE
SERVICES OR ANY PART THEREOF, AND MAY REFUSE TO ALLOW ACCESS TO THE SERVICES
TO ANY PARTNER AT ANY TIME. Further, Magnolia Labs may modify, suspend or
discontinue the Services (or PartnerÕs access to the Services), including the
availability of Ads or other content, at any time and without notice or
liability.
7.2 Term. Without limiting
anything set forth in Section 7.1, this Agreement shall become effective upon
acceptance by Partner on the date written above and shall remain in full
force and effect until terminated in accordance with the terms hereof.
7.3 Termination for Convenience.
Either party may terminate this Agreement at any time upon
thirty (30) daysÕ prior written or electronic notice; provided that the
effective date of such termination shall be the last day of the calendar
month in which the 30th day of such notice falls.
7.4 Termination for Breach. Either
party may terminate this Agreement in the event of a material breach of this
Agreement by the other party, which breach has not been cured within 30 days
of the notice from the non-breaching party.
7.5 Effect of Termination.
(a) Except as otherwise provided in Section 7.5(b), all rights and
obligations of the parties under this Agreement shall terminate upon the
expiration or termination of this Agreement, including without limitation all
licenses granted pursuant to this Agreement. Partner shall remove from its
services, websites and marketing literature all references to Magnolia Labs
or the Services. Partner shall also cease all use and shall destroy or return
to Magnolia Labs all Ad-Enabling Magnolia Labs Technology and other Magnolia
Labs materials in its possession.
(b) Notwithstanding the foregoing, the following shall survive termination or
expiration of this Agreement for any reason: 2.3 (License Limitations), 4
(Content), 7.5 (Effect of
Termination), Section (b) (Confidential Information), Section 9 (Partner
Representations and Warranties), Section 10 (Warranty Disclaimer), Section 11
(Indemnification), Section 12 (Limitation of Liability), Section 13
(Miscellaneous), and any payment obligations of a party that accrue prior to
the effective date of such termination or expiration.
8.
CONFIDENTIAL INFORMATION
8.1 Confidential Information. Partner
will hold in strictest confidence the Ad-Enabling Magnolia Labs Technology,
the MagnoliaSDK and any related materials or information provided by Magnolia
Labs to You, either directly or indirectly in writing, electronically orally
or by inspection of tangible objects (ÒConfidential InformationÓ). Except as
otherwise expressly permitted under this Agreement, Partner will not disclose
any Confidential Information to third parties. Partner will take reasonable
measures to protect the secrecy of, and to avoid disclosure and unauthorized
use of, the Confidential Information, including but not limited to limiting
the disclosure of such Confidential Information to Your employees and
independent contractors with a need to know to perform PartnerÕs obligations
under this Agreement and who have been advised of the confidential nature
thereof, and have agreed not to disclose or use such Confidential Information
except as permitted by this Agreement. Partner will immediately notify
Magnolia Labs in the event of any unauthorized or suspected use or disclosure
of the Confidential Information. Notwithstanding the foregoing, Partner shall have no
obligations hereunder for any information which is already known to Partner
prior to disclosure by Magnolia Labs; publicly available through no fault of PartnerÕs;
lawfully and rightfully disclosed to Partner by a third party under no
confidentiality obligation to Magnolia Labs; or is independently developed by
Partner without reference to Confidential Information.
8.2 Data Ownership. Partner and Magnolia Labs understand that all data,
including, but not limited to, information provided by End-Users in response
to an Ad and/or any or all reports, results, and/or information created,
compiled, analyzed and/or derived by a party with respect to an End-User from
such data shall be owned as follows: Partner owns any data it collects and
Magnolia Labs owns any data it collects.
9. PARTNER
REPRESENTATIONS AND WARRANTIES
Partner covenants, warrants and represents that (i) Partner owns or is
authorized to use the Mobile Property in connection with the Services; (ii) Partner
is and shall comply with all applicable laws and regulations; (iii) Partner
has not and will not infringe third party intellectual property rights and
rights of privacy or publicity.
10.
WARRANTY DISCLAIMER
THE SERVICES, THE SITE, AND ALL CONTENTS AVAILABLE OR ACCESSIBLE THROUGH THE
SERVICES AND THE SITE ARE PROVIDED ON AN ÒAS ISÓ AND ÒAS AVAILABLEÓ BASES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MAGNOLIA LABS MAKES NO OTHER
WARRANTY AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, WITH RESPECT TO THE SERVICES, THE SITE, AND ITS CONTENT,
INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT, TITLEAND FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED
WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. MAGNOLIA LABS MAKES
NO WARRANTY OF ANY KIND THAT THE MAGNOLIA LABS SERVICE AND/OR THE SITE WILL
ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, AND SECURE OR OPERATE
WITHOUT ERROR OR THAT ANY SOFTWARE PROVIDED HEREUNDER WILL OPERATE WITHOUT
ERROR. ANY CONTENT, INCLUDING ADS, TRANSMITTED THROUGH THE USE OF THE
SERVICES IS DONE AT PARTNERÕS OWN DISCRETION AND RISK AND PARTNER WILL BE
SOLELY RESPONSIBLE THEREFOR. FURTHER, MAGNOLIA LABS MAKES NO REPRESENTATIONS
REGARDING THE LEVEL OF CLICKS OR IMPRESSIONS ON ANY ADS THAT MAY BE DELIVERED
THROUGH THE SERVICES. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND
PARTNER MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
11.
INDEMNIFICATION
11.1 By Partner. Partner shall fully indemnify and hold harmless Magnolia
Labs from and against all claims, costs, damages and losses of any kind
including reasonable attorneysÕ fees, including claims brought against
Magnolia Labs by third parties (collectively ÒLossesÓ), arising out of or
relating to the breach of, or non-compliance with, any provision of this
Agreement by the Partner, including, without limitation, Losses (i) based
upon a claim by a third party that PartnerÕs applications, PartnerÕs
websites, PartnerÕs services or PartnerÕs content, including any modification
or combination thereof with the Ad-Enabling Magnolia Labs Technology, the MagnoliaSDK
or Magnolia Labs Services by any party other than Magnolia Labs infringes any
intellectual property rights of a third party or results in other third party
liability claim, or (ii) arising out of a breach by Partner of any covenants,
representations or warranties made in this Agreement.
11.2 By Magnolia Labs. Magnolia Labs shall defend and/or settle any claim (an
ÒInfringement ClaimÓ) brought against Partner alleging that, when used in
accordance with the terms of this Agreement, the Ad-Enabling Magnolia Labs
Technology or the MagnoliaSDK (ÒMagnolia Labs TechnologyÓ) infringes any U.S.
copyright or trade secret; provided that (i) Partner promptly notifies
Magnolia Labs in writing of such Infringement Claim, (ii) allows Magnolia
Labs the sole control of the defense and/or any settlement of such Infringement
Claim, and (iii) provides assistance, at Magnolia LabsÕ expense, as
reasonably requested by Magnolia Labs. Notwithstanding the foregoing,
Magnolia Labs shall have no obligation hereunder to the extent that any such
Infringement Claim arises out of or relates to any third party materials, or
the modification or combination of the Magnolia Labs Technology with any
third partyÕs software, services or other items not provided by Magnolia Labs
(ÒThird Party MaterialsÓ) to the extent that no allegation of infringement or
infringement would have occurred but for such Third Party Materials.
12.
LIMITATION OF LIABILITY
12.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL
MAGNOLIA LABS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL,
RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, HOWEVER
CAUSED, AND WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT
LIMITATION NEGLIGENCE), OR ANY THEORY OF LIABILITY, INCLUDING, WITHOUT
LIMITATION, LOST PROFITS, BUSINESS INTERRUPTIONS OR OTHER ECONOMIC LOSS, LOSS
OF DATA, OR OTHER SUCH PECUNIARY LOSS, ARISING OUT OF THE USE OR INABILITY TO
USE THE SERVICE, EVEN IF MAGNOLIA LABS WAS ADVISED OF THE POSSIBILITY OF SUCH
LOSS OR DAMAGES. PARTNER SPECIFICALLY AGREES THAT MAGNOLIA LABS IS NOT LIABLE
TO PARTNER, END-USER OR ANYONE ELSE FOR ANY THREATENING, DEFAMATORY, OBSCENE,
OR OTHERWISE OFFENSIVE CONTENT THAT MAY BE TRANSMITTED THROUGH THE SERVICES. PARTNER
FURTHER AGREES THAT MAGNOLIA LABS WILL NOT BE LIABLE FOR ANY LOSSES ARISING
FROM INTERRUPTION, SUSPENSION OR TERMINATION OF SERVICES, WHETHER INTENTIONAL
OR NEGLIGENT.
12.2 IF PARTNER ARE DISSATISFIED WITH THE SERVICES, THE CONTENT AVAILABLE ON
OR THROUGH THE SERVICES, OR WITH ANY OF THE TERMS OF SERVICES, YOUR SOLE AND
EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
12.3 IN NO EVENT SHALL MAGNOLIA LABSÕS LIABILITY UNDER OR ARISING OUT OF THIS
AGREEMENT EXCEED THE LESSER OF (A) THE TOTAL PAYMENTS MADE BY THE PARTNER, OR
(B) ONE THOUSAND (US$1,000) U.S. DOLLARS.
12.4 THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12 WILL SURVIVE
ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY
LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS
ESSENTIAL PURPOSE.
12.5 The warranty disclaimer, exclusive remedies, and limitations of
liability and damages set forth above are fundamental elements of the basis
of the agreement between Partner and Magnolia Labs. Partner acknowledges that
Magnolia Labs would not be able to provide the Services on an economically
reasonable basis without these limitations.
13.
MISCELLANEOUS
13.1 Notices. Any notice or other communication required or permitted to be
given to Magnolia Labs or Partner hereunder shall be given in writing,
delivered in person, sent via facsimile or delivered by recognized overnight
courier service to Magnolia Labs at its address specified below. Notice shall
be deemed effective upon receipt when hand delivered, within five (5)
business days of mailing and on the business day following the day of
facsimile transmission. Either party may from time to time change the
individual designated to receive notices or its address.
Magnolia Labs
350 Brannan St, Third Floor San
Francisco, CA 94107
13.2 Governing Law. This Agreement shall be governed by the laws of the State
of California, without regard to any conflict or choice of law principles.
13.3 Dispute Resolution. The parties agree to submit to the exclusive
jurisdiction of the state and federal courts in Santa Clara County,
California with respect to any disputes arising out of this Agreement, waiving
all defenses related to jurisdiction, forum and venue.
13.4 General. This Agreement shall inure to the benefit of and be binding
upon the parties and their respective successors and permitted assigns. Partner
shall have no right, by operation of law or otherwise, to assume, assign or
otherwise transfer this Agreement or any of its rights or obligations
hereunder, to any third party, without the prior written consent of Magnolia
Labs, including in the event of a merger or a sale of all or substantially all
of PartnerÕs stock or assets. Magnolia LabsÕ failure to strictly enforce any
term or condition of this Agreement or to exercise any right, power, or
privilege arising hereunder shall not constitute a waiver of Magnolia LabsÕ
right to strictly enforce such terms or conditions or exercise such right,
power, or privilege thereafter. All rights and remedies under this Agreement
are cumulative and are in addition to any other rights and remedies Magnolia
Labs may have at law or in equity. Any waiver by Magnolia Labs of a default
by Partner hereunder shall not operate as a waiver of any other default or of
the same default thereafter. If any provision of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions, rights, powers, and privileges shall not be
affected or impaired thereby. The
prevailing party in any legal action hereunder shall be entitled to
reimbursement of its expenses including without limitation reasonable
attorneysÕ fees. The paragraph
headings herein are for convenience only and form no part of the Agreement
and shall not affect the interpretation of the Agreement. This Agreement
constitutes the entire agreement between the parties relating to the subject
matter hereof, and supersedes all prior agreements pertaining hereto. Any modification to this Agreement
shall be made in writing (electronically or otherwise) and must be agreed by Partner
in writing (electronically or otherwise) or by using the Services following
Magnolia LabsÕ notice of such modification.
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