PLEASE READ THESE TERMS AND CONDITIONS ("TERMS" OR "AGREEMENT") CAREFULLY BEFORE REGISTERING OR USING THE SERVICES ("PROGRAM") OFFERED BY 2543130 Ontario Inc. ("Traffic Circus"). PARTICIPATION IN THE PROGRAM INDICATES THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT REGISTER OR PARTICIPATE IN THE PROGRAM.
Pursuant to this Agreement, 2543130 Ontario Inc. ("Network") and you ("You", "Publisher" or "Advertiser") agree to the following terms and conditions for the participation in the Program.
2. Program Participation
Participation in the Program is subject to Network's prior approval and Your continued compliance with the Acceptable Use Policies ("Acceptable Use Policies"). Network reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. Network may change, suspend or discontinue the Program at any time without notice or liability. Network reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending a notice via email or postal mail. Participation in the Program following such notification constitutes Your acceptance of the modified terms and conditions. You certify to Network that if You are an individual (i.e., not a corporation) You are at least 18 years of age. You also certify that You are legally permitted to use the Program, and takes full responsibility for the selection and use of the Program. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.
3. Participation As Publisher
4. Participation As Advertiser
Advertiser is solely responsible for all: (a) ad targeting options and keywords ("Targets") and all ad content, ad information, and ad URLs ("Creative"), whether generated by or for Advertiser; and (b) websites, services and landing pages which Creative links or directs viewers to, and advertised services and products (collectively "Services"). Advertiser shall protect any Advertiser passwords and takes full responsibility for Advertiser's own, and third party, use of any Advertiser accounts. Advertiser understands and agrees that ads may be placed on (a) any content or property provided by Network, and, unless Advertiser opts out of such placement in the manner specified by network, (b) any other content or property provided by Publishers upon which Network places ads. Advertiser authorizes and consents to all such placements. Advertiser agrees that all placements of Advertiser's ads shall conclusively be deemed to have been approved by Advertiser unless Advertiser produces contemporaneous documentary evidence showing that Advertiser disapproved such placements in the manner specified by Network. Advertiser grants Network permission to utilize an automated software program to retrieve and analyze websites associated with the Services for ad quality and serving purposes. Network or Publishers may reject or remove any ad or Target for any or no reason.
5. Representation As Publisher
Publisher represents and warrants that the Websites: (1) are owned by or licensed to Publisher and Publisher has the right to use the entire contents and subject matter contained in the Websites; (2) do not violate any law, statute, ordinance, treaty or regulation; (3) do not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (4) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (5) are not false, deceptive or misleading; (6) are not defamatory, libelous, slanderous or threatening; and (7) are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, "spyware" and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information. Publisher also represents, warrants and covenants that: (i) Publisher has the power and authority to enter into and perform its obligations under this Agreement; (ii) Publisher shall not be in violation of any obligation, contract or agreement by entering into this Agreement, by performing its obligations hereunder or by authorizing and permitting Network to perform the services hereunder; (iii) Publisher shall comply with all of the terms and conditions of this Agreement, as amended from time to time; (iv) all information provided by Publisher to Network is truthful, accurate and complete, and is not misleading in any way; (v) Network is hereby authorized by Publisher to perform all the services described hereunder with respect to Publisher and the Websites; (vi) upon request by Network, Publisher shall promptly provide a written statement in form acceptable to Network confirming Network's authority hereunder; and (vii) Publisher shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, tradename, link, advertising or services that actually or potentially (a) violates any applicable law or regulation, including, without limitation, false advertising or unfair competition under the law of any jurisdiction, (b) infringes or misappropriates any proprietary, intellectual property, contract or tort right of any person, or (c) to a reasonable person, may be abusive, defamatory, invasive of privacy, harassing, threatening, malicious, otherwise objectionable or in way derogatory about Network or any other party. Publisher grants Network and the Advertiser the right and license to transmit the Ads to the Websites.
6. Representation As Advertiser
Advertiser represents and warrants that (a) it is authorized to act on behalf of and has bound to this Agreement any third party for which Advertiser advertises ("Principal"), (b) as between Principal and Advertiser, the Principal owns any rights to Program information in connection with those ads, and (c) Advertiser shall not disclose Principal's Program information to any other party without Principal's consent.
7. Communications Solely With Network
You agree to direct to Network and not to any advertiser or publisher, as the case may be, all communications regarding any matter arising out of participating in Program.
8. Acceptable Use Policy
To participate in the Program as a Publisher, you must abide by the Publishers Acceptable Use Policy. To participate in the Program as an Advertiser, you must abide by the Advertisers Acceptable Use Policy. It is your responsibility to keep up to date and adhere to those policies. Failure to comply with these policies may warrant us limiting ad serving or terminating this agreement.
9. Payments As Publishers
10. Payments As Advertisers
Advertiser shall be responsible for all charges up to the amount of each IO, or as set out in an online account, and shall pay all charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, Customer shall pay all charges in accordance with the payment terms in the applicable IO or online campaign settings, including any applicable taxes. Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Advertiser is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Network incurs collecting late amounts. To the fullest extent permitted by law, Advertiser waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days after the charge (this does not affect Advertiser's credit card issuer rights). Charges are solely based on Network's measurements for the Program, unless otherwise agreed to in writing. Nothing in these Terms or an IO may obligate Network to extend credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Network may be shared by Network with companies who work on Network's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Network and servicing Advertiser's account. Network reserves the right to withhold deposit or charge Advertiser's account due to any breach of this Agreement by Advertiser.
11. Advertiser Refund Policy
Network strives to offer the best service possible to its Advertisers. Once an Advertiser makes an initial deposit in the Program, it has thirty (30) days to ask for a refund of the account balance if they are not satisfied with the Program and have remained in compliance with this agreement. As soon as an Advertiser makes a second deposit in the Program, it is hereby understood that a refund will only be issued for a balance greater than $50 and a processing fee of 10% will be deducted from the refund. Advertisers cancelled / terminated by Network for violating these Terms and Conditions are not entitled to a refund.
12. Termination; Cancellation
Network may at any time, in its sole discretion, immediately terminate the Program, terminate this Agreement, or cancel any Ad(s) or your use of any Target. Network will make commercially reasonable efforts to notify you via email of any such termination or cancellation within a reasonable period of time. You may cancel any Ads and/or terminate this Agreement with or without cause at any time by deactivating a campaign or by removing the Program Ad Code from your website. Upon termination for any reason: (a) you shall remain liable for any amount due for Ads already delivered; and (b) all provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, and limitations of liability.
13. Prohibited Uses
You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate queries, Referral Events, or impressions of or clicks on any Ad (including without limitation by clicking on "play" for any video Ad) through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter, truncate or change the order of the information contained in any Ad, or remove, obscure or minimize any Ad in any way without authorization from Network; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad; (iv) redirect an end user away from any Advertiser Page; provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page; intersperse any content between the Ad and the Advertiser Page; or otherwise provide anything other than a direct link from an Ad to an Advertiser Page; (v) display any Ad(s) on any Web page or any Web site that contains any hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Ads through or from, or otherwise incorporate the Ads in, any software application, Web site, or other means other than Your Property(ies), and then only to the extent expressly permitted by this Agreement; (vii) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ads, or any part, copy, or derivative thereto; (viii) act in any way that violates any other agreement between You and the Network (ix) disseminate malware; (x) create a new account to use the Program after the Network has terminated this Agreement with You as a result of your breach of this Agreement; or (xi) engage in any action or practice that reflects poorly on the Network or otherwise disparages or devalues the Network's reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.
You agree that the Network may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers or ads. If You wish to use Network's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement.
You acknowledge and agree that the Network has no special relationship with or fiduciary duty to You and that the Network has no control over, and no duty to take any action regarding: which users gain access to the Site, Services or Program; what Content You access or receive via the Site or Services; what Content other advertisers and publishers may make available, publish or promote in connection with the Program; what effects any Content may have on Advertisers or Publisher or their users or customers; how You or your users or customers may interpret, view or use the Content; what actions You or your users or customers may take as a result of having been exposed to the Content, or whether Content is being displayed properly in connection with the Program. Further, (i) if You are a publisher, Publisher specifically acknowledges and agrees that Network has no control over (and is merely a passive conduit with respect to) any Content that may be submitted or published by any advertiser, and that Publisher is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Publisher, and (ii) if You are an advertiser, Advertiser specifically acknowledges and agrees that Network has no control over any Content that may be available or published on any publisher website (or otherwise), and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such Content is appropriate or acceptable to Advertiser. You release Network from all liability in any way relating to Your acquisition (or failure to acquire), provision, use or other activity with respect to Content in connection with the Site or Services. The Site may contain, or direct You to sites containing, information that some people may find offensive or inappropriate. Network makes no representations concerning any content contained in or accessed through the Site or Services, and Network will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Site or Services.
THE SERVICES, CONTENT AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NETWORK DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND YOU ASSUME ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NETWORK MAKES NO GUARANTEE OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON OR THROUGH THE SITE, SERVICES OR ANY WEBSITE LINKED TO THE SITE. Network will not be liable for the privacy of e-mail addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Network's equipment, transmitted over networks accessed by the Site, or otherwise connected with Your use of the Services.
You agree not to disclose Network Confidential Information without Network's prior written consent. "Network Confidential Information" includes without limitation: (i) all Network software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain that relate to the Program; (ii) click-through rates or other statistics relating to performance in the Program provided to You by Network; and (iii) any other information designated in writing by Network as "confidential" or any designation to the same effect. Network Confidential Information does not include information that has become publicly known through no breach by You or Network, or information that has been (i) independently developed without access to Network Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party with no obligation of confidentiality; or (iii) required to be disclosed by law or by a governmental authority.
17. Information Rights
18. No Guarantee
Network 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, the completion of Referral Events, or the amount of any payment to be made to You under this Agreement. In addition, for the avoidance of doubt, Network does not guarantee the Program 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 Network's 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 Network or Your servers are located or co-located.
You agree to indemnify, defend and hold Network, all relevant Publisher(s), all relevant Advertiser(s) and their licensors, licensees, affiliated companies, consultants, contractors, agents, attorneys and employees harmless from and against any and all liability, loss, damages, claims or causes of action, including internal and external legal fees and expenses, arising out of, related to or which may arise from your use of the Program, your Ads, your selection and use of Targets, and/or your breach of any term of this Agreement.
20. Governing Law
This Agreement shall be governed by the laws of the Canada, without reference to any conflict of laws principles. Any claim or controversy arising out of or related to this Agreement, or the products or services we provide and/or distribute shall be heard in the courts of Canada. You agree to pay any/all direct and/or indirect costs arising out or related to the claim and/or controversy, including but not limited to legal costs, transportation, accommodation, telephone calls. The foregoing shall not preclude Network from seeking any injunctive relief for protection of Network, intellectual property rights.
21. Miscellaneous Terms And Conditions
The currency used for purposes of this Agreement shall be United States Dollars (USD). Network requires all advertisers to provide proof of identification before advertising in the Program. Network reserves the right to refuse any advertiser for any reason including but not limited to: country of residence, reputation and associations. These Terms and Conditions constitute the entire agreement between you and the Network in respect to your use of the Program and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any changes that we make to these Terms and Conditions will be posted at http://www.Traffic Circus.com/terms.html. Your use of our Programs and Services will always be governed by the TERMS AND CONDITIONS in effect at the time of use.
2543130 Ontario Inc.
6220 Huron Church Line Rd,
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