Terms and Conditions - Adnium

Please read these Terms and Conditions ("Terms" or "Agreement") carefully before registering or using Adnium services ("Program") offered by Adnium Inc. ("Adnium"). Participation in the Adnium 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 may not register or participate in any Program.

1. Parties

Pursuant to this Agreement, Adnium Inc. ("Adnium") and you ("You", “Your”, "Publisher" or "Advertiser") agree to the following terms and conditions for the participation in the Adnium Program.

2. Program Participation

Participation in the Program is subject to Adnium's prior approval and Your continued compliance with the applicable Acceptable Use Policies ("Acceptable Use Policies") attached hereto. Adnium reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. Adnium may change, suspend or discontinue the Program at any time without notice or liability. Adnium 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 that You are legally permitted to use the Program, and take full responsibility for the selection and use of the Program. This Agreement is void where prohibited by law, and the right to access the Program is revoked in such jurisdictions.

3. Participation as a Publisher

You agree to comply with the specifications provided by Adnium to enable proper delivery, display, tracking, and reporting of ads in connection with your websites (“Websites”), including without limitation by not modifying the JavaScript or other programming provided to You by Adnium in any way, unless expressly authorized in writing by Adnium. Publisher shall protect any Publisher passwords and takes full responsibility for Publisher's own, and third party, use of any Publisher accounts.

4. Participation as an Advertiser

Advertiser is solely responsible for all: (a) ad targeting options ("Targets") and all ad content, ad information, and ad URLs ("Creatives"), whether generated by or for Advertiser; and (b) websites, services and landing pages which Creatives link or direct 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 Adnium, and, unless Advertiser opts out of such placement in the manner specified by Adnium, (b) any other content or property provided by Publishers upon which Adnium 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 Adnium. Advertiser grants Adnium permission to utilize an automated software program to retrieve and analyze Websites associated with the Services for ad quality and serving purposes. Adnium or Publishers may reject or remove any ad or Target for any or no reason.

5. Representations of 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 Adnium 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 Adnium is truthful, accurate and complete, and is not misleading in any way; (v) Adnium is hereby authorized by Publisher to perform all the services described hereunder with respect to Publisher and the Websites; (vi) upon request by Adnium, Publisher shall promptly provide a written statement in form acceptable to Adnium confirming Adnium'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, trade name, link, advertising or services that actually or potentially (a) violates any applicable law or regulation, including, without limitation, false, deceptive or misleading advertising or unfair competition under the laws 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 Adnium or any other party. Publisher grants Adnium and the Advertiser the right and license to transmit the Ads to the Websites.

6. Representations of 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 the information used in connection with any ads that are the subject of any Program, and (c) Advertiser shall not disclose the information relating to Principal's Program to any other party without Principal's consent. Advertiser represents and warrants that the ads: (1) are owned by or licensed to Advertiser and Advertiser has the right to use the entire contents and subject matter contained in the ads; (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) are not false, deceptive or misleading; (5) are not defamatory, libelous, slanderous or threatening; (6) are free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, "spyware", “malware”, and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information.

Advertiser also represents, warrants and covenants that: (i) Advertiser has the power and authority to enter into and perform its obligations under this Agreement; (ii) Advertiser 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 Adnium to perform the services hereunder; (iii) Advertiser shall comply with all of the terms and conditions of this Agreement, as amended from time to time; (iv) all information provided by Advertiser to Adnium is truthful, accurate and complete, and is not misleading in any way; (v) Adnium is hereby authorized by Advertiser to perform all the services described hereunder with respect to Advertiser and the Ads; (vi) upon request by Adnium, Advertiser shall promptly provide a written statement in form acceptable to Adnium confirming Adnium's authority hereunder; and (vii) Advertiser shall not upload, post, email, transmit or otherwise make available any content, material, data, work, designation, trade or service mark, trade name, link, advertising or services that actually or potentially (a) violates any applicable law or regulation, including, without limitation, false, deceptive or misleading advertising or unfair competition under the laws 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 Adnium or any other party. Advertiser grants Adnium and the Publisher the right and license to transmit the Ads to the Websites.

7. Communications Solely With Adnium

You agree to direct to Adnium and not to any Advertiser or Publisher, as the case may be, all communications regarding any matter arising out of participating in the Program.

8. Acceptable Use Policies

To participate in the Program as a Publisher, you must abide by the Publisher’s Acceptable Use Policy attached hereto. To participate in the Program as an Advertiser, you must abide by the Advertiser’s Acceptable Use Policy attached hereto. It is your responsibility to keep up to date and adhere to those policies. Failure to comply with these policies may result in Adnium limiting or suspending the delivery of any Services or participation in the Program, or may result in the termination of this agreement.  Failure to abide by the applicable Acceptable Use Policy shall be grounds for the immediate termination of this Agreement by Adnium.

9. Payments to Publishers

Publisher shall receive as payment a percentage of the sale price of advertisements displayed in connection with Publisher's Websites as determined by Adnium for Publisher's use of the Program. Advertiser's payable revenue shall be determined twice a month on the first day and sixteenth day of each month for the period covering the two previous weeks, and deposited in the Publisher's Adnium account. The Publisher may request to withdraw the earned balance at any time, provided the earned balance is greater than or equal to Publisher's minimum payable amount. Withdrawals requested by the Publisher will be completed with seven (7) days. If Publisher's earned balance is less than Publisher's minimum withdrawal amount, no payment shall be made.

In addition, Publisher agrees that (i) any payments that may become due to Publisher are specifically conditional upon Adnium's receipt of full payment from the applicable Advertiser and (ii) if Adnium does not receive the applicable payment in full from any such Advertiser, or Adnium's payment from Advertiser is later reversed at any time, Adnium may deduct such amount from Publisher’s future payments.

If Publisher disputes any payment made in connection with the Program, Publisher must notify Adnium in writing within thirty (30) days of any such payment. Failure to notify Adnium within 30 days shall result in the waiver by Publisher of any claims related to such disputed payment.

Payment shall be calculated solely based on records maintained by Adnium. No other measurements or statistics of any kind shall be accepted by Adnium or have any effect under this Agreement.

Adnium shall not be liable for any payment based on (i) any fraudulent impressions or clicks generated by any person, robot, automated program or similar device or for fraudulent impressions or clicks similarly generated on any advertisements, as reasonably determined by Adnium; (ii) advertisements delivered to end users whose browsers have JavaScript disabled; or (iii) impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in (i) above, or as a result of another breach of this Agreement by Publisher for any applicable pay period.

Adnium reserves the right to withhold payment or charge back Publisher's account due to any of the foregoing or any breach of this Agreement by Publisher. In addition, if Publisher is past due on any payment to Adnium in connection with the Program, Adnium reserves the right to withhold payment until all outstanding payments have been made.

To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher's account in the Program. Any bank fees related to returned or cancelled cheques/checks due to a contact or payment information error or omission may be deducted from the newly issued payment.

10. Payments from Advertisers

Advertisers must prefund their Adnium account with their advertising budget. Advertiser shall be responsible for all charges set in their Adnium 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 campaign settings, including any applicable taxes. Charges are exclusive of taxes. 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 Customer's credit card issuer rights). Charges are solely based on Adnium's measurements for the Program. Nothing in these Terms may obligate Adnium to extend credit to any party. Advertiser acknowledges and agrees that any credit card and related billing and payment information that Advertiser provides to Adnium may be shared by Adnium with companies who work on Adnium's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Adnium and servicing Advertiser's account.

Adnium reserves the right to withhold deposit or charge Advertiser's account due to any breach of this Agreement by Advertiser.

11. Canadian Sales Taxes

11.1. Doing Business Outside Canada

If you have provided us with an address outside Canada, we are assuming that you are not a resident of Canada and that you do not have a permanent establishment in Canada, as both of these terms are defined in the Excise Tax Act (Canada), and accordingly, no Goods and Services Tax ("GST"), Harmonized Sales Tax (“HST”), or Quebec Sales Tax ("QST") will apply to any charges for participation in the Program.

11.2. Doing Business within Canada

If you have provided us with an address in Canada, we are assuming that for tax purposes, you are based in Canada, and accordingly, Goods and Services Tax ("GST"), Harmonized Sales Tax (“HST”), and/or Quebec Sales Tax ("QST"), may apply to any charges for participation in the Program. Sales taxes will be based on rates as published by the Canada Revenue Agency and otherwise as applicable for each Province in Canada from time to time.

12. Advertiser Refund Policy

No refunds will be made for any delivered ad impressions. Once an Advertiser makes an initial deposit in the Program, the Advertiser may request a withdrawal of the account balance if Advertiser isn't satisfied with the Program and is in compliance with this Agreement. If Advertiser's account balance is less than Advertiser's minimum withdrawal amount, no payment shall be made. Advertisers cancelled / terminated by Adnium for violating these Terms and Conditions are not entitled to a refund. Withdrawals requested by the Avertiser will be completed with seven (7) days. There are no refunds on credit cards allowed

13. Termination; Cancellation

Adnium 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. Adnium 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 in the Campaign Manager 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.

14. 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 Adnium; (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 Website 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, Website, or other means other than Your own Websites, 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 thereof; (viii) act in any way that violates any other agreement between You and Adnium (ix) disseminate malware; (x) create a new account to use the Program after Adnium 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 Adnium or otherwise disparages or devalues Adnium'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.

15. Publicity

You agree that Adnium may use Your name and logo in presentations, marketing materials, customer lists, and financial reports, Web site listings of customers or ads. If You wish to use Adnium'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.

16. Disclaimers

You acknowledge and agree that Adnium has no special relationship with or fiduciary duty to You and that Adnium 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 (“Content”); 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 Publishers or their users or customers; how You or your users or customers may interpret, view or use the content of the Site; what actions You or Your users or customers may take as a result of having been exposed to any Content, or whether the Content is being displayed properly in connection with the Program.

Further, (i) if You are a Publisher, Publisher specifically acknowledges and agrees that Adnium 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 Adnium 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 Adnium 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. Adnium makes no representations concerning any content contained in or accessed through the Site or Services, and Adnium 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. Adnium DOES NOT WARRANT THE RESULTS OF USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE RESULTS OF ANY ADVERTISING CAMPAIGN, AND YOU ASSUMES 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.

Adnium 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.

Adnium 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 Adnium's equipment, transmitted over networks accessed by the Site, or otherwise connected with Your use of the Services.

17. Confidentiality

You agree not to disclose Adnium Confidential Information without Adnium's prior written consent. "Adnium Confidential Information" includes without limitation: (i) all Adnium software, technology, programming, technical specifications, materials, guidelines and documentation You learn, develop or obtain and that relate to the Program; (ii) click-through rates or other statistics relating to performance in the Program provided to You by Adnium; and (iii) any other information designated in writing by Adnium as "confidential" or any designation to the same effect. Adnium Confidential Information does not include information that has become publicly known through no breach by You or Adnium, or information that has been (i) independently developed without access to Adnium 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.

18. Information Rights

Adnium may retain and use, subject to the terms of the Privacy Policy (located at https://adnium.com/privacy, or such other URL as Adnium may provide from time to time), all information You provide, including but not limited to Website demographics and contact and billing information. You agree that Adnium may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Program, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Adnium 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. Adnium disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Adnium may share non-personally-identifiable information about You, including Website URLs, Website-specific statistics and similar information collected by Adnium, with Advertisers, business partners, sponsors, and other third parties. In addition, You grant Adnium the right to access, index and cache the Websites, or any portion thereof, including by automated means including Web spiders or crawlers.

19. No Guarantee

Adnium 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, Adnium 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 Adnium'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 Adnium or Your servers are located or co-located.

20. Indemnification

You agree to indemnify, defend and hold Adnium, 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.

21. Arbitration

This Agreement shall be governed by the laws of the Province of Ontario and, to the extent applicable, Canadian federal laws, without reference to any conflict of laws principles. Any claim or controversy arising out of or related to this Agreement, or the Services we provide and/or distribute shall be settled by binding arbitration in accordance with the rules of the Arbitration Act, 1991 (Ontario) and any Regulations and Rules made pursuant thereto. Any such claim or controversy shall be arbitrated on an individual basis and shall not be consolidated with a claim of any other party. 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 Adnium from seeking any injunctive relief for protection of Adnium Confidential Information, intellectual property rights, and/or Brand Features, which injunctive relief may be sought in legal proceedings commenced by Adnium in any court of competent jurisdiction.

22. Miscellaneous Terms And Conditions

The currency used for purposes of this Agreement shall be United States Dollars (USD).

Adnium requires that all Advertisers to provide proof of identification before advertising in the Program. Adnium 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 Adnium 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 https://adnium.com/terms. Your use of our Programs and Services will always be governed by the TERMS AND CONDITIONS in effect at the time of use.

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