Introduction.



This agreement ("Agreement") between You, the Advertiser and AFFFORCE.COM ("AFFFORCE.COM") consists of the Insertion Order and the present Terms and Conditions ("Terms and Conditions"). A description of the pricing is indicated in the Insertion Order. "You" or "Advertiser" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement.



Registration.



Registration is subject to AFFFORCE.COM’s approval and Your continued compliance with the present terms and conditions as well as future changes as notified on the website (AFFFORCE.COM). AFFFORCE.COM reserves the right to refuse any applicant or participant at any time in its sole discretion.



By enrolling as an Advertiser, You represent that You are at least 18 years of age and agree that AFFFORCE.COM may serve (a) your advertisements for which you are the owner or authorized representative/broker on various third party websites and you represent that you are authorized to re-sell such advertisements in a manner consistent with AFFFORCE.COM Policies including but not limited to (i) , media player(s), video content, mobile content and/or Other Properties in relation to the advertisements. For the avoidance of doubt, any reference in this Agreement or reference to an Advertiser’s “Ad”, “Advertisement”, “Banner” or “Campaign” is part of the “Property”or “Properties” of the Advertiser including all images, designs, etc.



You must have and abide by an appropriate privacy policy that clearly discloses that third parties may be placing and reading cookies on your users’ browser, or using web beacons to collect information in relation to your ads. Your privacy policy should also include information about user options for cookie management.



You also agree that if your advertisements change the services being offered, products being sold or any material change whatsoever you will notify AFFFORCE.COM. Failure to do so will result in immediate termination of your account without compensation.



Implementation of AFFFORCE.COM.



You agree to comply with the specifications provided by AFFFORCE.COM from time to time to enable proper delivery, display, tracking, and reporting of Ads, Links, Search Results, in connection with Your “Property(ies)”, including without limitation by not modifying the JavaScript or other programming provided to You by AFFFORCE.COM in any way, unless expressly authorized in writing by AFFFORCE.COM (including by electronic mail).



Communications.



You agree to direct to AFFFORCE.COM, and not to any publisher (website in which the ads will or may or have appeared) any communication regarding any Ad(s) or Link(s) displayed in connection with Your Property(ies). You agree and acknowledge that contacting the publisher may cause irreparable damage to AFFFORCE.COM’s business and as such you will be held responsible for any and all issues from such breach.



Responsibility.



You are solely responsible for the Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of AFFFORCE.COM’s specifications, and adherence to the terms of this Agreement. AFFFORCE.COM reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application in Ads, Links, etc., or any engagement in any activity prohibited by this Agreement. AFFFORCE.COM is not responsible for anything related to Your Property(ies), including without limitation the receipt of queries from end users of Your Property(ies) or the transmission of data between Your Property(ies) and AFFFORCE.COM. In addition, AFFFORCE.COM shall not be obligated to provide notice to You in the event that any Ad, Link, is not being displayed properly however,AFFFORCE.COM will diligently work to ensure the system is in place and working.



Warranty.



In completing registration as an Advertiser with AFFFORCE.COM you confirm and attest that your Advertisement/Property, any website which you are advertising for or redirects to or ‘lands’ on (landing page) or any service/good being promoted does not offer, sell, promote, transmit, display, link to, affiliate with in any way whatsoever content or the transmission of data that contains illegal or obscene material, fosters or promotes illegal activity, including but not limited to, child exploitation or child pornography of any kind, hate, racist or obscene material, illegal drugs, gambling which is illegal in said jurisdiction, the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation. In doing so, AFFFORCE.COM shall immediately suspend or terminate Your account without prior notice. Further, AFFFORCE.COM will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about your Advertisement, as well as those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.



In addition, you confirm and attest that your Advertisement/Property, any website which you are advertising for or redirects to or ‘lands’ on (landing page) or any service/good being promoted does not offer, sell, promote, transmit, display, link to, affiliate with in any way whatsoever intellectual property for which you are not the rightful owner and does not promote, sell or is any way involved in intellectual property including trademark, copyright infringement of any kind without exception. In doing so, AFFFORCE.COM shall immediately suspend or terminate Your account without prior notice. Further, AFFFORCE.COM will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about your Advertisement, as well as those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.



By using AFFFORCE.COM, you confirm that you are the author and copyright owner and/or proper licensee with respect to any Advertisement or have express permission and you further represent and warrant that no content violates the trademark or rights of any third party.



Further, you confirm and attest that your Advertisement/Property, any website which you are advertising for or redirects to or ‘lands’ on (landing page) or any service/good being promoted does not offer, sell, promote, transmit, display, link to, affiliate with in any way whatsoever services or products which are prohibited or illegal and such services or products offered do not contravene any law, statute, government act whatsoever. In doing so, AFFFORCE.COM shall immediately suspend or terminate Your account without prior notice. Further, AFFFORCE.COM will actively assist and cooperate with law enforcement agencies and government authorities in collecting and tendering information about your Advertisement, as well as those persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.



AFFFORCE.COM shall be held harmless from all actions, demands, legal proceedings in relation to services, goods or other offered through your properties and you agree to indemnify and hold AFFFORCE.COM harmless for all such third party and other actions.



Termination; Cancellation.



You may terminate this Agreement by sending written notice of your desire to cancel to [email protected] This Agreement will be deemed terminated within ten (10) business days of AFFFORCE.COM’s receipt of Your notice. AFFFORCE.COM may investigate any activity that may violate this Agreement. AFFFORCE.COM may at any time, in its sole discretion, terminate all or part of the Agreement, or suspend or terminate the participation of any Advertisement for any reason.



Confidentiality.



You agree not to disclose AFFFORCE.COM Confidential Information without AFFFORCE.COM’s prior written consent. "AFFFORCE.COM Confidential Information" includes without limitation: (a) all AFFFORCE.COM software, technology, programming, specifications, materials, guidelines and documentation; (b) click-through rates or other statistics relating to AFFFORCE.COM and this Agreement; and (c) any other information designated in writing by AFFFORCE.COM as "Confidential" or an equivalent designation. AFFFORCE.COM Confidential Information does not include information that has become publicly known through no breach by You or AFFFORCE.COM, or information that has been (i) independently developed without access to AFFFORCE.COM Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.



No Guarantee.



AFFFORCE.COM makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or of how many users will click on said ads. In addition, for the avoidance of doubt,AFFFORCE.COM does not guarantee the Service as per this agreement will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond AFFFORCE.COM’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where AFFFORCE.COM (or its wholly owned subsidiaries) or Your servers are located or co-located.



No Warranty.



AFFFORCE.COM MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS, LINKS, AND SEARCH RESULTS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-AFFFORCE.COM CONTENT, AFFFORCE.COM SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS, LINKS, AND SEARCH RESULTS.



Limitations of Liability; Force Majeure.



EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE THIS AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. WITHOUT LIMITING THE FOREGOING AND EXCEPT FOR PAYMENT OBLIGATIONS, NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND THE REASONABLE CONTROL OF SUCH PARTY, INCLUDING BUT NOT LIMITED TO GOVERNMENTAL ACTION OR ACTS OF TERRORISM, EARTHQUAKE OR OTHER ACTS OF GOD, LABOR CONDITIONS, AND POWER FAILURES.



Payment.



Payment shall be made by Advertiser to AFFFORCE.COM according to the terms of the Insertion Order entered into and agreed upon by the Parties.



Payment shall be based on amounts pre-determined by the parties in the Insertion Order.



AFFFORCE.COM may change its pricing and/or payment structure at any time with proper notification in writing (e-mail). The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party unless expressly authorized in writing by AFFFORCE.COM (including by e-mail).



Payment. Gst/Qst will be applicable for all Canadian/Quebec sales with Advertisers.



You agree that failure to meet payment terms will result in irreparable harm and damages to AFFFORCE.COM for which you will be responsible.



Publicity.



You agree that AFFFORCE.COM may use Your name and logo in presentations, marketing materials, customer lists and financial reports with your written approval. Failure to which they will not be used.



Representations and Warranties.



You represent and warrant that (a) all of the information provided by You to AFFFORCE.COM for registration is correct and current; (b) You are the owner of each Property or You are legally authorized to act on behalf of the owner of such Property(ies) for the purposes of this Agreement; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. You further represent and warrant that each Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.



Your Obligation to Indemnify.



You agree to indemnify, defend and hold AFFFORCE.COM, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the present agreement, the Property(ies), and/or Your breach of any term of this Agreement.



AFFFORCE.COM Rights.



You acknowledge that AFFFORCE.COM owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in (including AFFFORCE.COM’s ad serving technology, search technology, referral technology, and Brand Features, including implied licenses, and excluding items licensed by AFFFORCE.COM from third parties and excluding any third party media player that may comprise the Property), and that You will not acquire any right, title, or interest in this agreement except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any AFFFORCE.COM services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the service or proprietary information related thereto. You will not remove, obscure, or alter AFFFORCE.COM’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any AFFFORCE.COM services, software, or documentation (including without limitation the display of AFFFORCE.COM’s Brand Features with Ads, Links, Search Boxes, Search Results, and/or Referral Buttons, as applicable). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.



Information Rights.



AFFFORCE.COM may retain and use, subject to the terms of the AFFFORCE.COM Privacy Policy , or such other URL as AFFFORCE.COM may provide from time to time), all information You provide, including but not limited to Property demographics and contact and billing information. You agree that AFFFORCE.COM may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your registration to the service, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. AFFFORCE.COM may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. AFFFORCE.COM disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. AFFFORCE.COM may share non-personally-identifiable information about You, including Property URLs, Property-specific statistics and similar information collected by AFFFORCE.COM, with advertisers, business partners, sponsors, and other third parties. In addition, You grant AFFFORCE.COM the right to access, index and cache the Property(ies), or any portion thereof, including by automated means including Web spiders or crawlers.



Miscellaneous.



This Agreement shall be governed by the laws of the Province of Quebec, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Montreal, Quebec. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued registration with the service by AFFFORCE.COM after such terms have been updated by AFFFORCE.COM. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to AFFFORCE.COM. Notwithstanding the foregoing, AFFFORCE.COM may assign this Agreement to any affiliate at any time without notice. The relationship between AFFFORCE.COM and You is not one of a legal partnership relationship, but is one of independent contractors.