Advertiser Agreement
Introduction.
This agreement ("Agreement") between You, the Advertiser and ad-firm.COM ("AD-FIRM.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 AD-FIRM.COM’s approval and Your continued compliance with the present terms and conditions as well as future changes as notified on the website (AD-FIRM.COM).
AD-FIRM.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 ad-firm.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 ad-firm.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 AD-FIRM.COM. Failure to do so will result in immediate termination of your account without compensation.
Implementation of ad-firm.COM.
You agree to comply with the specifications provided by ad-firm.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 ad-firm.COM in any way, unless expressly authorized in writing by ad-firm.COM (including by electronic mail).
Communications.
You agree to direct to ad-firm.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 ad-firm.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 ad-firm.COM’s specifications, and adherence to the terms of this Agreement. ad-firm.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. ad-firm.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 ad-firm.COM. In addition, ad-firm.COM shall not be obligated to provide notice to You in the event that any Ad, Link, is not being displayed properly however,ad-firm.COM will diligently work to ensure the system is in place and working.
Warranty.
In completing registration as an Advertiser with ad-firm.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. ad-firm.COM shall immediately suspend or terminate Your account without prior notice. Further, ad-firm.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. ad-firm.COM shall immediately suspend or terminate Your account without prior notice. Further, ad-firm.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 ad-firm.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. ad-firm.COM shall immediately suspend or terminate Your account without prior notice. Further, ad-firm.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.
ad-firm.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 ad-firm.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 info@ad-firm.com. This Agreement will be deemed terminated within ten (10) business days of ad-firm.COM’s receipt of Your notice. ad-firm.COM may investigate any activity that may violate this Agreement. ad-firm.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 ad-firm.COM Confidential Information without ad-firm.COM’s prior written consent. "ad-firm.COM Confidential Information" includes without limitation: (a) all ad-firm.COM software, technology, programming, specifications, materials, guidelines and documentation; (b) click-through rates or other statistics relating to ad-firm.COM and this Agreement; and (c) any other information designated in writing by ad-firm.COM as "Confidential" or an equivalent designation. ad-firm.COM Confidential Information does not include information that has become publicly known through no breach by You or ad-firm.COM, or information that has been (i) independently developed without access to ad-firm.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.
ad-firm.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,ad-firm.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 ad-firm.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 ad-firm.COM (or its wholly owned subsidiaries) or Your servers are located or co-located.
No Warranty.
ad-firm.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-ad-firm.COM CONTENT, ad-firm.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.
Advertiser shall make payment in accordance with the payment terms as mutually agreed between the Parties and stipulated in the relevant Insertion Order.Payment shall be based on amounts pre-determined by the parties in the Insertion Order.
ad-firm.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 ad-firm.COM (including by e-mail).
Payment. Gst/Qst will be applicable for all Canadian/Quebec sales with Advertisers.
Payments shall be made directly from Advertiser to ad-firm.COM, unless otherwise agreed between the Parties.
Where the Advertiser makes payment directly to Publisher (rather than to ad-firm.COM), Advertiser shall make such payments in accordance with the terms of the Insertion Order and all payments shall be made in a timely manner. ad-firm.COM shall have no liability to Publisher or to Advertiser for inaccurate payments.
Where Advertiser does not complete payments in accordance with the terms of the Insertion Order, or in accordance with the specified payment terms as mutually agreed between the Parties, a penalty shall be levied at the rate of twenty percent (20%) on the outstanding amount.
You agree that failure to meet payment terms will result in irreparable harm and damages to ad-firm.COM for which you will be responsible.
Publicity.
You agree that ad-firm.COM may use Your name and logo in presentations, marketing materials, customer lists and financial reports with your written approval.
Representations and Warranties.
You represent and warrant that (a) all of the information provided by You to ad-firm.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 ad-firm.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.
ad-firm.COM Rights.
You acknowledge that ad-firm.COM owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in (including ad-firm.COM’s ad serving technology, search technology, referral technology, and Brand Features, including implied licenses, and excluding items licensed by ad-firm.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 ad-firm.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 ad-firm.COM’s copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any ad-firm.COM services, software, or documentation (including without limitation the display of ad-firm.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.
Ad Creatives/ Landing Pages/ Sign-up Pages
Accuracy and Clarity.
All pertinent details of an advertisement must be clear and understandable to all audiences. All claims and representations must be supported by competent and reliable evidence, which the advertiser will disclose upon request. The advertiser must be clearly identified in the advertisement.
Guarantees
All guarantee or warranty must be fully explained as to conditions and limits and the name of the guarantor or warrantor must be provided, and indicated where such information may be obtained.
Testimonials
Testimonials, endorsements or other representations of opinion or preference must reflect the genuine, reasonably current opinion of the individual(s), group or organization making such representations, must be based upon adequate information about or experience with the identified product or service and must not otherwise be deceptive.
Imitation
No advertiser shall imitate the copy, slogans or illustrations of another commercial business in a manner as to mislead the consumer.
Safety
Advertisements must not, without reason justifiable on educational or social grounds, display a disregard for safety by depicting situations that might reasonably be interpreted as encouraging unsafe or dangerous practices or acts.
Fraudulent Activities
You are expressly prohibited from using any means, devices, or arrangements, directly or indirectly, to commit fraud, misrepresent the content available on the Services, violate any applicable law or regulation, interfere with other affiliates, falsify information in connection with the Services or exceed your permitted access to ad-firm website or Program, or otherwise engage in unlawful, impermissible, or inappropriate activities in connection with the Program. Your Ads shall not contain (by act or omission) deceptive, false, or misleading content, or any content which is presented in a deceptive, false, or misleading way, including deceptive, false, or misleading claims, offers, or business practices. You are further prohibited from engaging in any acts or practices that are (by act or omission) deceptive, false, misleading, aggressive, or otherwise unfair in connection with your Ads. These prohibited activities include, without limitation, advertising any video content as being available that is not in fact available directly from the advertised service and any practice of disguising (cloaking) any Ad with different content or a different landing page or presenting products or features that cannot in fact be supplied. ad-firm shall have the right, in false advertising or cloaking attempts, misrepresentations or other prohibited activities, to ban Your Advertiser Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. In any case ad-firm shall make all determinations about such activity in its sole discretion.
Information Rights.
ad-firm.COM may retain and use, subject to the terms of the ad-firm.COM Privacy Policy (located at https://www.ad-firm.com/front/privacy, or such other URL as ad-firm.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 ad-firm.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. ad-firm.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. ad-firm.COM disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. ad-firm.COM may share non-personally-identifiable information about You, including Property URLs, Property-specific statistics and similar information collected by ad-firm.COM, with advertisers, business partners, sponsors, and other third parties. In addition, You grant ad-firm.COM the right to access, index and cache the Property(ies), or any portion thereof, including by automated means including Web spiders or crawlers. ad-firm.COM may disclose information in accordance with a Court Order, without notice to you if so prohibited by the Court Order.
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 ad-firm.COM after such terms have been updated by ad-firm.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 ad-firm.COM. Notwithstanding the foregoing, ad-firm.COM may assign this Agreement to any affiliate at any time without notice. The relationship between ad-firm.COM and You is not one of a legal partnership relationship, but is one of independent contractors. Any Advertiser Platform (website(s), apps etc.) offering a prize for Contest, Sweepstakes or Giveaway must contain clear and up-to-date Rules and Regulations, which must be clearly accessible to the Participant. The Rules and Regulations must contain, at a minimum, clear and easy to understand: (i) Promotion Description; (ii) Eligibility conditions and rules for participation; (iii) descriptions of Prize(s) offered; and (iv) details as to how the winner is selected. The Terms and Conditions must comply with all applicable laws, rules and regulations. A copy of the rules may be provided to ad-firm on request; The Advertiser must make it clear to Participants which entity (Advertiser or Third Party) is administering the
Sweepstakes. Advertisers are prohibited from impersonating or purporting a connection to a Third Party website, including the use of another’s trademarks, Copyrights and/or any other Intellectual Property for which the Advertiser does not have the rights.