Advertiser Agreement

This is an agreement for services between Media Inc. and the person or entity that completes and submits a Advertiser or Agency request form (the “Advertiser”) or accepts the Advertiser Agreement via other contracts that reference the agreement. operates, maintains, and administers an Internet advertising network (the “Network”), comprised of advertising space provided by various independent Internet sites and desktop applications, which is sold to advertisers.


Advertisers must provide with complete, accurate and up-to-date information. Advertisers may not assume an identity other than their own when entering into this agreement with Advertisers must notify of any changes to submitted information within three (3) business days of the change. Individuals must be 18 years of age or older to advertise with Advertisers may not advertise products or services of a company for which they are not a legally authorized representative. Advertiser is solely responsible for any changes, debits, credits, authorized or unauthorized activity, and any other use of their advertising account, including use and activity by authorized agents of your company, and unauthorized use by those who have obtained your account information in any way whatsoever. reserves the right to terminate the account of any Advertiser at any time without prior notice, and/or pursue legal action in the event of system abuse, fraud, or any type of activity deemed inappropriate by Advertiser agrees not to display any content on their advertising creative or landing page that is defamatory, libelous, pornographic, obscene, otherwise unlawful, or that infringes upon any party’s intellectual property or other proprietary rights. Exclusively will determine fitness of creative and landing pages.


Your agreement to the terms of this advertiser registration form is signified when you complete and submit an advertiser request form or sign a contract or insertion order that states, “I agree that I have read and reviewed the terms and conditions, understand them completely, and have the authority to enter into such an agreement.” You may not advertise with unless you agree to the terms of this Advertiser Agreement. will be the sole arbiter in determining the number of impressions, clicks, actions, or other applicable metric, delivered, shown, produced, clicked on, or viewed. will be solely responsible for determining charges to the Advertiser’s account. reserves the right to immediately terminate your rights under this Advertiser Agreement with or without investigation or inquiry should have reason to believe that the Advertiser has violated this Advertiser Agreement. The Company may at any time elect to change and/or delete portions of this Advertiser Agreement with written notice to the Advertiser.


The failure of either party to this Agreement to object to or to take action with respect to any conduct of the other which is in violation of the terms of this Agreement shall not be construed as a waiver of the violation or breach, or of any future wrongful conduct, violation or breach.


Advertiser agrees not to resell, delegate, assign, or otherwise transfer its rights or obligations under this agreement without the written authorization from agrees to indemnify, defend and hold harmless Advertiser and its officers, directors, agents, affiliates and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonably attorney’s fees and costs) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of any material breach of any duty, representation or warranty by under this Agreement. This section shall survive completion, cancellation, or termination of the Agreement.


Agency or Adveriser will make monthly Payments to Payments are due and payable to Media Inc.:

– for video activity forty five (45) days after the end of the applicable month according to’s Report(s);
– for banners activity thirty (30) days after the end of the applicable month according to’s Report(s);
– for direct advertiser campaign activity on a pre-pay basis only.


Charges to the Advertiser’s account believed by the Advertiser to have been made in error must be disputed, in writing, within thirty (30) days of the disputed charge being made. will be the sole and final arbiter in determining the validity of claims.
All public announcements and/or press releases related must have advance written approval by


If any provision of this agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal or enforceable comes closest to the original intentions of the parties and has like economic effect.


This Advertiser Agreement shall be for the benefit of and be binding upon the parties to this Advertiser Agreement and their successors and assigns. In the event of any dispute arising out of this Agreement, the internal laws of the Ontario province of Canada shall govern. You agree to submit to the personal jurisdiction of the state and Federal courts located in Canada in the event of any legal proceeding arising out of this Agreement. You agree that the United Nations Convention on the International Sale of Goods shall not apply to any dispute arising out of or in connection with this User Agreement. You may assign no rights under this Agreement.


By committing to this agreement, you are also obligated to the Refund Policy and Demand Policy.


Banners & Native Supply Agreement

This Agreement (“Agreement”) is effective as of _____ 20__, and is made by, a Toronto limited liability company, (“ Media Inc.”) and __________________________, a ________, (“ Publisher”). For purposes of this Agreement, Publisher’s authorized representative will be ___________________. This Agreement governs advertising delivered through Publisher’s Web site(s) or platform(s) (the “Publisher’s Site(s)”). and Publisher agree as follows:

A. plans advertising campaigns and buys advertising media on behalf of its clients.

B. Publisher sells certain advertising products and services that it is willing to make available in support of’s clients’ advertising campaigns.

C. Publisher desires to sell and desires to purchase certain of Publisher’s products and services in accordance with the terms set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:


Advertising Material” means the text, graphics, logos, designs, trademarks and copyrights for any type of advertising including, but not limited to, buttons, banners, text-links, pop-ups, and pop-unders is created by an advertiser.

“Advertiser(s)” means one or more customers of which create the Advertising Material, and authorizes as its agent to include it on the Publisher’s Site(s).

“Approved Monthly Delivery” means the amount of inventory to be delivered for each calendar month of the campaign as stated in the Order.

Approved Monthly Spend” means the amount of money that sets as as spending limit, and for which it will be liable for any calendar month if specified under a particular Order.

“ HTML Insertion Code” means the code in which Publishers are permitted to use Advertising Material delivered to the Publisher’s Site(s).

“ Network” means means the advertising network owned and operated by

“Impressions” means the number of times Advertising Material is served to a person visiting the Publisher’s Site(s).

“Order” meansan insertion order that is submitted by and is accepted by Publisher, or an online order via the Internet, which is a proposal that is submitted by Publisher in response to a request for proposal and is accepted by

“Publisher Earnings” and “ Earnings”. “Publisher Earnings” means the total revenue generates by running advertising campaigns for Publisher using the Advertising Materials less “ Earnings”,and subject to the Total Spend that may be established under an Order. “ Earnings” are calculated at the campaign level at the sole and absolute discretion of evaluates each advertising campaign and makes relative earnings calculations based upon a number of factors including the type of campaign metric (e.g., CPM, CPC, CPA), the performance of the campaign, technology costs, and other factors relating to the campaign, the performance of Publisher’s site(s) and’s Network as a whole.

Total Spend” means the maximum amount of money for which will be liable under the Order.

Unique Click” means the number of times, as recorded by’s server, a person visiting Publisher’s Site(s), as identified by cookie or IP address, clicks on Advertising Material, provided however, that a click on Advertising Material by a particular visitor shall only be counted as a Unique Click once every 24-hour period.



Section 1. Order, Delivery, and Adjustments.

1.1. Relationship. From time to time, the parties may negotiate the terms of Orders under which Publisher will deliver Advertising Material for advertising campaigns to its Site(s) for the benefit of each Advertiser.

1.2. Orders. Each Order shall specify at the placement level: (a) the types of inventory to be delivered (e.g., impressions, clicks, or other desired actions); (b) the prices for such inventory; and if specified by (c) the Total Spend. Using such factors, the Order shall set forth the Approved Monthly Delivery and the Approved Monthly Spend. Publisher’s delivery of the first Advertising Material as specified in an Order shall be deemed Publisher’s acceptance of the Order’s specifications, terms and conditions, including any payment rates.

1.3. Publisher’s Delivery. Publisher shall ensure reasonably even delivery of Advertising Material based on the monthly contracted amount as stated in the Order. Publisher’s over-delivery of Advertising Material shall not relieve Publisher of such obligation, nor obligate to pay more than the total monthly contracted amount as stated in the Order. In the case of under delivery, shall have the right to decrease the Approved Monthly Spend for the current month, as well as for all remaining calendar months in the campaign, to an amount that would result from Publisher’s current actual rate of Delivery. The decrease to the Approved Monthly Spend(s), and a corresponding decrease to the Total Spend, shall be effective as of the date of the request by In any event, Publisher is obligated to deliver evenly based on the most recent Order.

1.4. Adjustments to Orders.The parties may make adjustment to Orders, via revised insertion orders, as that term is generally understood in the industry, when signed by both parties or when accepted via e-mail. These adjustments may include changes in the price at the placement level, changes in the inventory desired at the placement level, or changes in the contracted amount at the placement level.


Section 2. Invoicing and Payment.

2.1. Payment. Within 30 days after the last day of each calendar month for a specific campaign, will pay Publisher its Publisher Earnings for Advertising Material actually delivered by Publisher to each of Publisher’s Site(s) approved by during the applicable calendar month and for which has been paid by the Advertiser in accordance with Section 3.2 herein, subject to the applicable Order’s specifications, terms and conditions. Publisher acknowledges that bills its Advertisers, and pays its Publishers, based on actual delivery. Minimum payout is $50 USD for PayPal payments, $500 USD for Bank Wire Transfers, and $200 USD for WebMoney. Transaction fee of 1% will be applied to PayPal transactions, $20 to bank transfers for Canada/US accounts, $30 for international bank transfers and 6% for WebMoney transfers.

2.2. Liability for Publisher’s Revenue. Publisher understands and agrees that acts solely as an agent for the Advertisers; and that shall only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately-available funds to (hereinafter called “Cleared Funds”). Publisher agrees that (i) shall have no liability or obligation to Publisher for payments due but unpaid from Advertisers, or that are not Cleared Funds; (ii) Publisher will only assert any claims therefore directly against the Advertisers; and(iii) Publisher shall hold harmless and indemnify it from any claims or liability related to such unpaid amounts or or amounts that do not constitute Cleared Funds. agrees to make every reasonable effort to bill, collect and clear payment from the Advertisers on a timely basis., reserves the absolute right not to make any payments if the Publisher violates any of the terms and conditions set forth herein. shall not pay for clicks generated from house banners. Clicks from house banners will result in no revenue for Publisher.


2.3. Invoicing and Payments.

If Publisher Submits an Invoice. Publisher shall ensure that invoices display Advertisers name, Media Plan number, and the time period being billed. Publisher shall invoice each campaign separately on a calendar monthly basis, in the month following delivery. Invoices shall be based on actual delivery amounts, not contracted numbers. All invoices received by will be considered final and correct after 45 days of receipt unless disputes the accuracy of an invoice by a written notice to Publisher, in case the dispute shall be resolved as provided herein.


If Publisher Does Not Submit an Invoice makes its own final determination of the Publisher’s due balances on the first day of the calendar month after previous calendar month. This determination shall be calculated based on the amount of traffic as counted by the tracking system, multiplied by the fixed rate or revenue share percentage, as agreed to in the Order and as it is displayed in the publishers information within the system. Publisher shall notify in writing that it disputes the calculation within 75 days after the last calendar day of the month in question. All calculated payments after that period shall be deemed to be correct and final.

Disputes. If Publisher issues an invoice, and disputes all or a portion it, shall pay the part of the invoice that is undisputed. The disputed part of the invoice shall be negotiated between the parties until agreement is reached and shall then pay the agreed upon price of the disputed amount.

If Publisher does not issue an invoice. If Publisher disputes all or part of a balance calculated by according to its tracking system, shall pay the undisputed part, and the disputed part shall be negotiated between the parties until agreement is reach, and shall then pay the agreed upon amount

2.4. Taxes. assumes no responsibility for paying taxes on behalf of Publisher. By participating in the Network, Publisher assumes complete and sole responsibility for any taxes owed as a consequence thereof. shall provide Publisher with appropriate tax information by request. In no event will payments be made on accounts that have not provided proper tax identification information. Such information will be used for no purpose other than for tax reporting purposes. International Publishers may be asked to complete appropriate forms for tax purposes.


Section 3. Advertising Materials.

3.1 Linking and Trafficking Guidelines. Prior to displaying the first Advertising Materials specified in an Order, shall provide Publisher with linking instructions, URL, banner, and alternative text for the Advertising Material. may make changes to any such Advertising Material upon 48 hours notice, via e-mail, telephone or fax. Publisher shall process such changes so as to deliver the Advertising Material correctly, clearly, and at the times and frequencies specified by In the event Publisher fails to run the Advertising Material properly, may require appropriate delivery of additional Advertising Material and/or a proportional or total reduction in amounts payable.

3.2. Delivery of Advertising Material. shall provide all Advertising Material to Publisher via servers at shall issue Orders to Publisher, and shall provide Publisher with appropriate linking instructions to the servers. Publisher shall obtain the Advertising Materials from the services at the time of delivery the Advertising Materials for a specific advertisement. If Publisher is unable to obtain the Advertising Materials from the servers on a consistent basis, Publisher shall cease delivering Advertising Material and shall contact promptly, but in no event more than one business day after the problem first occurred. Publisher shall not resume the display of Advertising Materials until directs Publisher to do so. In the event of a persistent outage of the servers, may, at its option, provide Publisher with the Advertising Materials directly, and may direct Publisher to serve the Advertising Materials from its servers.

3.3. HTML Insertion Code. Publisher shall place the HTML Insertion Code on all appropriate pages within its Site(s). Publisher shall not alter, sell or disclose the HTML Insertion Code in any way without’s prior written consent. The HTML Insertion Code for Advertising Material may not be used on a web page other than one located at an approved Site and may not be distributed or submitted to any newsgroup, e-mail distribution list, chat room, guest books, or other location which would result in the execution of such code without a bona fide visit to an approved Web Site.

3.4. Modification Of Advertising Material. Advertising Material must not be modified from original format without consent from Publisher agrees to use the Advertising Material provided for displaying not more than one ad unit per page view. Advertising Material cannot be placed in email messages. Publisher can not alter, copy, modify, take, sell, reuse, or divulge any computer code for the Advertising Materials, except as is necessary to partake in the Network, provided, however, with the prior approval of, the Publisher may, in certain instances, modify the Advertising Material computer code for purposes of inserting certain pre-approved language above or below the Advertising Material. Requests for language approval should be sent to publishers [ at ] This e-mail address is being protected from spambots. You need JavaScript enabled to view it . If Publisher violates this provision,, may, at its option, either reduce or eliminate any and all payments due hereunder, and/or terminate this Agreement as provided herein.

3.5. Recording of Service Counts. shall have the sole responsibility for calculation of statistics, including Impressions and click-through numbers. Greenwich Mean Time (GMT) shall be the time period for traffic and tracking purposes. Statistics shall be available to Publisher online at Publisher understands that’s online statistics may not be 100% accurate and that may make adjustments to Publisher’s online statistics at the end of each calendar month to account for, among other things, specific contractual provisions (e.g., bonuses) and statistical errors. In the event that coding on Publisher’s Site(s) generates substantial number of erroneous impression due to a technical problem such as server malfunction, coding alteration or a mistake in entering code, Publisher agrees to respond to the e-mail generated by technical support within 48 hours. If Publisher does not respond to this alert, reserves the right to (a) withhold payment on all Impressions and clicks delivered after the 48-hour period has expired, or (b) not show any revenue-producing Advertising Material on the relevant Site(s).

3.6. Fraudulent Impressions. Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by’s Advertising Network. These prohibited methods include but are not limited to: framing an ad-banner’s click-through destination, auto-spawning of browsers, blind text links, running ‘spiders’ against the Publisher’s own website, automatic redirecting of users, pop-up windows or any other technique of generating automatic or fraudulent (as determined by, acting reasonably, or based on industry practices) click-throughs and/or impressions. Advertising Material may not be placed on a page which reloads automatically. . Publisher may not require users to click on Advertising Material prior to entering a Web Site or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher’s clicks-throughs of any link other than’s Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement, and upon such occurrence, may terminate this Agreement effective upon delivery of notice. Such termination is at the sole discretion of and is not in lieu of any other remedy available at law or equity.’s ad server will be the official counter for determining the number of Advertising Material delivered under an applicable Order, and amounts payable under this Agreement.

3.7. Ad Placement. 728×90 leaderboard, 120×600 skyscraper, and 160×600 wide skyscraper creative must be placed above the fold on an 800×600 pixel screen (within 500 pixels of the top of the webpage) so they are viewable without scrolling; 300×250 medium rectangles must be placed above the fold on an 800×600 pixel screen (within 500 pixels of the top of the webpage).


Section 4. Eligible Site(s). reserves the absolute right to refuse in its sole discretion to affiliate with any Publisher. The following are examples of sites that are not eligible for participation:

sites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, ‘warez’, emulators, or cracks, etc.)
sites with pornography, adult content, sexual or erotic material or sites that contain links to such content
sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
sites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, ‘phreaking’, etc.)
sites with illegal, false or deceptive investment advice and money-making opportunities
sites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
sites that are under construction or incomplete
sites with extremely limited audiences or viewership
sites with any type of content reasonable public consensus deems to be improper or inappropriate
sites that contain any content violating Federal privacy laws, including the Children’s Online Privacy Protection Act.

At any time may investigate any Site for violation of this Agreement. regularly performs compliance audits. If determines that Publisher’s Site(s) includes any undesirable content, may discontinue the Ad campaign upon notice, and Publisher shall immediately cease delivering Advertising Material on such Site(s) . In no event, will or its Advertisers be obligated to pay for Advertising Material delivered through Sites containing undesirable content after Publisher’s receipt of such notice from


Section 5. Minimum Traffic. reserves the right to terminate this Agreement immediately should, according to’s statistics, either (a) the number of Impressions delivered by Publisher total less than 30,000 unique users per month, or (b) the unique click-through rate on Advertising Material delivered to Publisher’s Site(s) equals 80% less than the average click-through rate of said Advertising Material for all web sites in the Network for any 7 consecutive calendar day period; or (c) the amount of United States-based traffic to Publisher’s Web Site (determined by the IP address of visitors to Publisher’s Web Site) equals less than 50% of the total traffic to such site (as determined by the total number of Impressions delivered by Publisher) (the “Minimum Requirements”); provided, however, should exercise it’s rights pursuant to this Section 5, Publisher shall be entitled to receive payments under Section 3 herein generated up to and including the date of termination, as long as payments equal at least $50 at the date of termination, and amounts under $50 shall be forfeited. When calculating the amount due to Publisher under the previous sentence, any payments for a particular month of less than $1.00 will be forfeited. Notwithstanding the foregoing, prior to making any payment to Publisher, reserves the right to (i) demand make-goods for any short-fall of the Minimum Requirements, which make-goods shall equal the number of Impressions necessary to achieve United States-based traffic of at least 50% relative to the total traffic to Publisher’s Web Site; OR (ii) reduce payment to Publisher accordingly.


Section 6. Representations and Warranties.

Publisher represents and warrants to that:

All content, products, and services on the Site(s) are legal to distribute, that it owns or has the legal right to use, and will not infringe, any and all copyrights, trademarks, patents or other proprietary rights; and

The Site(s) do not, and will not during the term of this Agreement, contain any material described in Section 4 of this Agreement; and

The Site(s) are free of any “worm”, “virus” or other device that could impair or injure any person or entity; and

It is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and it will conduct its business in compliance with all applicable laws, rules and regulations; and

It has full legal power and authority under its organizational documents to enter into this Agreement and to perform the obligations contained herein; and the execution of this Agreement and the performance of its obligations by Publisher will not conflict with or a cause a breach or violation of any agreement, law, regulation or other obligation to which Publisher is a party or subject.


Section 7. Campaign Discontinuance. has the option, in its sole discretion, to discontinue any Ad campaign or obligation under an Order, with or without cause, by giving a notice via e-mail, telephone or fax, to the Publisher’s authorized representative that will be effective immediately on the date when it is sent. If elects to discontinue any Ad campaign or obligation under any Order, all unfulfilled contractual commitments subsequent to notice shall become null and void, and shall pay Publisher only for Advertising Material delivered up to the date of the notice period so long as such Advertising Material are delivered evenly, or at a rate consistent with the rate anticipated in the Order. shall have no obligation to pay for Advertising Material delivered by Publisher prior to the date of the notice that exceeds the number specified in the original order or that vary significantly from the rate of Delivery prior to notice of discontinuance.


Section 8. Term and Termination.,.

Term. Subject to the early termination rights of either party herin, the term of this Agreement shall be 1 year from the date first written above; and it shall renew automatically for subsequent one-year periods unless either party notifies the other at least 30 days before the end of the then-Term that it does not wish to renew the Agreement.

Termination by Either Party. Notwithstanding Section 8.A above, either party may terminate this Agreement at anytime for one of the following reasons for any reason whatsover, upon 30 days written notice to the other party. Notice may be provided via e-mail or any other public means and will be effective 30 days after its transmission.

Termination by Notwithstanding Sections 8.A and B above, shall also have the right to terminate this Agreement because of either of the following reasons:

Immediately upon written notice of because Publisher has breached Section 3.6 herein; or

Upon the time periods specified in Section 7 herein upon a campaign discontinuance in accordance with that Section.

Consequence of Termination. Upon receipt of such termination notice, Publisher agrees to immediately remove’s HTML code for serving Advertising Material from its Site(s). In the case of termination, provided that Publisher has an outstanding account balance equal to or greater than $50, will not pay Publisher all legitimate moneys during the next billing cycle.


Section 9. License and Intellectual Property. shall use the trade names or trademarks of the other party or Advertisers without prior written approval from the party owning such name or mark.


Section 10. Privacy

10.1. Privacy Policy. Each party shall include conspicuously on its Site(s), a privacy policy that describes how such party collects, uses, stores and discloses users’ personal data if any is collected, including e-mail addresses, and instructs users how to opt-out of such practices. Publisher’s privacy policy shall disclose that third party advertisers may place cookies on the browsers of visitors to Publisher’s Site(s).

10.2. Privacy Representations and Warranties. Each party warrants to the other that, during the term of this Agreement, it shall comply with all applicable laws and regulations (including but not limited to laws governing privacy, and data protection).

10.3 Collection, Storage and Use of Data and Confidentiality Obligation.
Company understands that any Site Data and End-User Data received by Company from in connection with the use of the Services shall be exclusively limited to the use solely as agreed and permitted herein and exclusively for the purposes of this Agreement. ensures compliance with applicable privacy laws, including without limitations the General Data Protection Regulations (“GDPR”) with regards to partners and End Users in the European Economic Area (“EEA”). Thus, as part of the binding term of this Agreement, the Company hereby undertakes that as a controller of the personal data of the End User it shall comply with the Applicable Laws as well as the DPA requirements as set forth in the applicable terms attached as a schedule to the Principal Terms, which constitutes an integral part of the Agreement. You are committed to comply with terms of Data Processing Agreement.


Section 11. Confidentiality. shall disclose to Publisher the names of’s Advertisers (“Client List”); and Publisher agrees that the Client List is sensitive and highly confidential information that it shall use solely for its performance under this Agreement, and that it and its officers, employees, directors, members, agents and representatives shall not disclose it to any other party for any purpose without the prior written consent of Publisher shall ensure that each of the persons or parties in the previous sentence have signed confidentiality agreements with Publisher consistent with the aforesaid sentence before it may disclose the Client List to them. Notwithstanding the previous two sentences, however, Publisher may disclose to any third party the existence of its relationship with; but it cannot disclose the Client List or the existence or nature of’s relationship with any Advertisers included in the Client List. Publisher’s obligations under this paragraph shall continue indefinitely following the date of termination of this Agreement.


Section 12. Indemnification.
The Publisher agrees to indemnify and hold and its affiliates, employees, agents and representatives harmless from and against any and all claims, demands, liabilities, expenses, losses, damages and attorney fees arising from any and all claims and lawsuits for libel, slander, copyright, and trademark violation as well as all other claims resulting from (i) the participation of the Publisher in the Network, (ii) operation of the Publisher’s Site(s) submitted to for participation in the Network or (iii) otherwise arising from Publisher’s relationship with The Publisher also agrees to indemnify for any legal fees incurred by, acting reasonably, in investigating or enforcing its rights under this agreement.


Section 13. Disclaimers, Exclusions And Limitations.




Section 14. Non-Circumvention.
During the Term of this Agreement, and any renewal thereof, and for one (1) year after its termination for any reason, Publisher agrees that it will not do business directly or indirectly with any Advertiser specified in an Order, or directly or indirectly solicit or induce such Advertiser to do business directly with the Publisher. Publisher understands and agrees that this prohibition is a key consideration and inducement for to enter into this Agreement with Publisher, and to provide the services hereunder.


Section 15. General.

15.1. Inconsistency with Order. In the event of any inconsistency between an Order and this Agreement, the terms of the Order shall prevail.

15.2. Governing Law, Jurisdiction and Venue. This Agreement and all Orders shall be governed by the laws of the province of Ontario, without regard for the conflict of law principles thereof. The Federal and State Courts located in Toronto, ON shall be the sole venue to hear controversies arising from or related to this Agreement, and each party consents to the personal jurisdiction of those courts.

15.3. Assignment. Any assignment, transfer or delegation by Publisher of its rights or duties hereunder will be governed by this Agreement, subject to the parties’ termination rights hereunder.

15.4. No Prior Agreements. This Agreement, together with all fully-executed Addenda, attachments and exhibits attached hereto, and all proper Orders, contains every obligation and understanding between the parties regarding the subject matter hereof, and merges and supersedes all prior and contemporaneous agreements and understandings, if any, regarding the subject matter hereof.

15.5. Severability, Rights Cumulative. If any provision herein is held to be unenforceable, the remaining provisions shall remain in full force and effect. All rights and remedies hereunder are cumulative.

The Parties represent that they fully acknowledge and agree to the terms of this Agreement, and that the following individuals are authorized to sign on their behalf.

Video Supply



All reported numbers for the purposes of billing, payment and general delivery reporting are based on server reports.


Payment shall remit payment to publisher net 60 days from the end of the month. The publisher must send an Invoice with the activity of the month in order to receive the payment. Invoices will be payable within 60 business days of receipt of invoice.


This agreement may not be assigned by either party without the prior written consent of the other party, except for the who may assign, in whole or in part, to a related company.
Cancellation has the right to cancel the campaign, any time, providing the other party 48 hours labour days notice.


Publisher shall indemnify, defend and hold harmless from and against any and all liabilities, damages, losses and claims, which may be suffered by site, arising out of a claim that the advertisements infringe or misappropriates any patent, copyright or other proprietary right. In no event shall be liable to site for any damages or any losses whatsoever. This Master IO shall be interpreted according to the laws of the province of Ontario, Canada without regard to or application of conflict-of-law rules or principles. Any dispute relating to or arising from this Master IO shall be settled in the sole jurisdiction of the applicable courts of Ontario, Canada. This IO constitutes the entire agreement between the parties concerning the subject matter hereof. provides video player technology under exclusive rights to represent publisher’s inventory directly. will pay to the publisher for fees actually collected by from third party advertisers whose Buyer Ads were served to Your Inventory, less any media buying fees or bid reductions, operating fees, fraud, charge backs, refunds, uncollected amounts, credit card processing fees and other reasonable deductions. This IO terms supersedes any other documents. Minimum payment amounts: 500 USD. If the balance is less, will add any unpaid amounts to the next payment which meets Minimum payment threshold.

Right to Withhold Payment. reserves the right to discontinue service, withhold payment at anytime, and/or terminate this Agreement, without liability to Publisher, if reasonably suspects that any of the following have occurred on Publisher Network: (i) any of the activities specified in Section 1.1, 1.3 or 1.4 beneath, (ii) any form of fraud or illegal practices, or (iii) any type of activity, text, image, or use that may violate applicable law or is reasonably likely to have a negative commercial impact on, its advertisers or business partners. Without limitation of the foregoing, may, at its sole discretion, credit back to advertisers and/or offset against future payments to Publisher any payments, which it subsequently determines accrued as a result of fraudulent or illegal activity.
1. Prohibited Activities.
Advertisements. Publisher shall ensure with respect to the Advertisements in the format received by, in accordance with the terms and conditions herein (including Exhibit A), Publisher shall not do the following:
1.1 Re-order, modify, edit, obscure or truncate in any way the Advertisements, including without limitation, the Advertisements’ content, graphics, format, audio, video, sequence, or any other aspect of the Advertisements, without intimating in advance;
1.2 Share or disclose any Advertisements on any part of Publisher Network that may be considered to contain any hate-related, violent or otherwise offensive content or contain any other material, products or services that violate or encourage conduct that would violate any criminal laws.
1.3 Remove or change any tracking codes included in the request for the Advertisements, which is deployed by in its implementation thereof.
1.4 Fraud activities
The company reserves the right to apply sanctions against any party of this Agreement who engaged in any activity that considers fraudulent, i.e. finds illegal, detrimental or harmful to, any party of this Agreement or any third party.
For the purposes of this Agreement, activities that are considered fraudulent include but not limited to:
1.4.1 any activity by using any device, program, software, robot, hidden frames or any similar tool that may be directly or indirectly be aimed or intended to increase or inflate the generation of Events
1.4.2 the generation of Events using incentivized traffic when it is not allowed by
1.4.3 the generation of Events using traffic types or traffic quality which are not allowed by

(updated: October 27, 2010)

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