Adverketing

banner

Advertisers

Create a New Account

Username
Password
Your name
Email
Receive daily email
I have read and agree to Rules 1.INTRODUCTION. This is an agreement between you (“You”) and Adverketing(4Bec Internet Inc.) (located in Sherbrooke, Quebec, Canada) or the Adverketing affiliate identified in TEXT ADS NETWORK accounts if such entity is different from Adverketing (“Adverketing”). These terms and conditions constitute the agreement between You and Adverketing regarding Your participation in the Keywords online advertising program (the “Program”). No other conditions, provisions, or terms of any sort appearing in any writings, payments, or other communications to Adverketing made in connection with such orders will alter or supplement this agreement. Adverketing may change this agreement at any time upon reasonable notice to You in accordance with the provisions of Section 10. Continued participation in the Program or use of TEXT ADS NETWORK after any such notice will signify acceptance of such change. 2.Adverketing TEXT ADS NETWORK. Subject to Your agreement to and compliance with these terms and conditions, and such other rules and procedures as Adverketing may publish from time to time, You may access the TEXT ADS NETWORK Web site, currently located at http://www.adverketinf.com and certain related Web sites (collectively, “TEXT ADS NETWORK”), for the purposes of (a) bidding for the ability to display Your advertisements (“Advertisements”) in response to certain keywords or combinations of keywords (“Keywords”) on Search (as defined below) and (b) managing Your Keywords advertising account, and for no other purpose. You will not use any automated means (for example, and without limitation, agents, robots), to access or manage Your account with Adverketing or to monitor or copy the content of TEXT ADS NETWORK, except those automated means expressly made available by Adverketing, if any, or authorised in advance and in writing by Adverketing (for example, Adverketing-approved third party tools and services). Your passwords are personal to You. You will protect any passwords associated with Your account(s), and take full responsibility for any use of the account(s) under Your password. By participating in the Program, You agree that Adverketing may contact You for the purpose of communicating with You about our advertising products and services. 3.ADVERTISEMENTS; KEYWORD SELECTION; CONTENT; PROGRAM CODE OF CONDUCT. Advertisements may include, at Adverketing’s discretion, text, graphics, a listing title, or a listing description. You will provide Adverketing with all text, descriptions, graphics and other submissions (“Content”) to be included in Advertisements pursuant to the requirements set forth in TEXT ADS NETWORK at http://www.adverketing.com (as may be modified by Adverketing from time to time), or other requirements provided by Adverketing in writing. You are solely responsible for the Keywords submitted to Adverketing, whether through TEXT ADS NETWORK or on one or more Creative Upload Sheets. Without limiting the generality of the foregoing, You will ensure that any Keywords selected in connection with the Program comply with Adverketing’s editorial policies as made available on TEXT ADS NETWORK from time to time, and do not infringe or otherwise violate the trademarks or other rights of any third party in any jurisdiction or market selected for the display of the Advertisements. You hereby grant Adverketing a non-exclusive, royalty-free, worldwide right and license to reproduce, publicly perform, display and distribute, resize or edit the Content solely to fit the size of the respective placement, in each case solely for the purpose of providing services to You in connection with this agreement. Adverketing may distribute the Content and the Advertisements throughout Search and Adverketing’s network of participating websites and other distribution outlets (collectively, “ Search”). Failure to meet applicable time requirements or specifications in connection with the delivery of Content may delay or prevent placement of the Content on , or cause its removal from . Adverketing may, in its sole discretion, label any Advertisement as a “sponsored site,” “advertisement” or similar designation for clarification purposes. You will, in connection with the Advertisements or any website to which You link from any Advertisement, comply with the Keywords trademark policies, editorial guidelines and creative limitations posted to http://www.adverketing.com/-TEXT ADS NETWORK/essentials/content-guidelines and http://www.adverketing.com/-TEXT ADS NETWORK/essentials/style-guidelines as well as any other Program guidelines adopted by Adverketing and which may be amended by Adverketing upon notification to You in accordance with Section 10 from time to time. By submitting Content to Adverketing, You irrevocably grant Adverketing the right to use the Content, including the right to edit the Advertisements as set forth in this Section 3 at its discretion at any time for the purpose of providing services to You. Adverketing does not guarantee that any of Your Advertisements will be displayed. Adverketing may immediately suspend distribution of any Advertisement or Your ability to access TEXT ADS NETWORK at any time in its sole discretion, for example if Adverketing receives end user complaints about Your Advertisements, You violate Adverketing’s editorial policies or if Adverketing reasonably believes You are engaging in click fraud. 4. ADDITIONAL TERMS AND CONDITIONS FOR GAMBLING / BETTING RELATED ADVERTISEMENTS AND KEYWORDS. If You are purchasing Advertisements and/or Keywords relating to online gambling or betting services, the following additional terms and conditions apply. You hereby represent and warrant to Adverketing that: (i) You, or your relevant affiliate or subsidiary, have all necessary registrations, authorisations, consents and licences to enable You to lawfully provide, market and support your betting and gaming services; (ii) You shall comply, where relevant, at all times with all applicable laws of betting and gaming in force in the country in which the Content is placed, or such other territory from which You or your relevant affiliate or subsidiary is established for the purposes of providing your betting and gaming services; and (iii) You, or your relevant affiliate or subsidiary, shall at all times refrain (knowingly or otherwise) from providing or offering betting and gaming services to any individual or entity domiciled or resident (temporarily or otherwise) in the United States of America. In order to determine whether or not an individual or entity is domiciled or resident in the United States of America, You agree to undertake at least the following verification checks on all subscribers to your betting and gaming service: (i) verify the country of origin of such person’s IP address, (ii) verify the country of issue of any payment card provided by the person, and (iii) verify the location represented by such person’s full postal code. Adverketing reserves the right to audit and test the performance and efficacy of these undertakings and You agree to provide Adverketing with reasonable technical assistance to carry out such audits. 5.PAYMENT; REPORTING. 5.1 Click Fees. You will pay Adverketing the charges due for Your Advertisements based on the number of Clicks delivered by Adverketing multiplied by the cost of the Advertisements, which shall be calculated in accordance with Adverketing’s standard policies, and in the applicable currency stated in TEXT ADS NETWORK (the “Click Fees”). As used in this agreement, a “Click” means the user action associated with clicking upon or otherwise navigating to a hypertext link contained in an Advertisement as determined by Adverketing in its sole discretion. 5.2 Payments. Use of the Program and/or TEXT ADS NETWORK constitutes reaffirmation that Adverketing is authorised to charge Your payment method for amounts incurred in connection with the Program. Adverketing may submit Click Fee charges for payment through the payment method that You have supplied and You hereby agree to pay any such charges. Adverketing reserves the right to invoice You for any amounts owing under this agreement. You will pay any invoice issued by Adverketing within thirty (30) days after the date of the invoice. If you have selected a credit card as your payment method, You represent to Adverketing that You have the right to use that card and You hereby authorise Adverketing to charge such credit card periodically on a recurring basis for Click Fees owing under this Agreement. If You are in default of Your payment obligations for any account, if Your credit card is reported to Adverketing as having been fraudulently used or if Your credit card company declines payment to Adverketing, Adverketing may immediately charge Your payment method for any other amounts owing (e.g., amounts owing on other accounts or campaigns), remove Your Advertisements or any part thereof from TEXT ADS NETWORK and/or , and terminate this agreement or any and/or all of Your advertising accounts and campaigns, in addition to any other rights or remedies it may have. Removal of the Advertisements will not relieve You of Your obligation to pay Click Fees owing to Adverketing. Adverketing reserves the right to assign any unpaid balance to a collection agency. 5.3 Taxes; Disputes. Click Fees due hereunder do not include taxes or other governmental fees, the computation and payment of which (other than taxes on Adverketing’s income) shall be Your responsibility. Adverketing reserves the right to collect taxes or other governmental charges if required to do so by applicable law. You may view reports of Adverketing’s calculation of Click Fees online through TEXT ADS NETWORK, and Adverketing’s reports will be the exclusive standard for billing. You must notify Adverketing in writing of any disputed amount within fifteen (15) days following the date of an invoice. Following Adverketing’s receipt of such written notice, Adverketing will research such inquiry, and will notify You of a resolution within a reasonable time period. The resolution of such inquiry will be determined by Adverketing in its sole discretion, and Adverketing has no obligation to provide a particular remedy to You. If You fail to provide such written notice to Adverketing, You will remain obligated to pay the full invoiced amount. 6.YOUR RESPONSIBILITY FOR ADVERTISEMENTS AND YOUR WEB SITE. 6.1 You are completely responsible for Your Content, Your Advertisements, the content of any Web site linked to by Your Advertisements, and for Your selection of Keywords. Without limiting the generality of the foregoing, You hereby acknowledge that Adverketing is not responsible for the content or maintenance of Your Web site(s), or Web sites owned or operated by any third party (including, without limitation, other advertisers) nor is Adverketing responsible for order entry, fulfillment, payment processing, shipping, cancellations, returns or customer service concerning orders placed on Your Web site(s) or Web sites owned or operated by any third party (including, without limitation, other advertisers). 6.2 You represent and warrant to Adverketing that: (a) You are authorised to enter into this agreement and act on behalf of any third party for which You generate Advertisements; (b) the Content is accurate, complete and current, and you authorise Adverketing to publish the Content; (b) the Content, and any Web site linked to from the Advertisements in each case in the Search market or jurisdiction selected for display of the Advertisements: (i) complies with all applicable laws and regulations; (ii) does not infringe, misappropriate or otherwise violate any copyright, patent, trademark, service mark, trade secret or other intellectual property right of any third party; (iii) does not breach the rights of any person or entity, including, without limitation, rights of publicity or privacy, and is not defamatory; and (iv) does not and will not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity, (c) in the Search market or jurisdiction selected for display of the Advertisements, the Keywords selected, when used in connection with the Advertisements, do not infringe upon or otherwise violate the trademarks or other rights of any third party, (d) it will not, and will not authorise any third party to, use any automated means, including, without limitation, agents, robots, scripts or spiders, to access Your account, to monitor or copy Search or the content contained therein, or bypass ’s tools or services to interfere or attempt to interfere with the proper working of or Search and will not generate automated or fraudulent impressions or clicks of advertisements on Search; (e) it will not take any action that imposes an unreasonably or disproportionately large burden on Adverketing’s infrastructure, including TEXT ADS NETWORK, as determined by Adverketing in its discretion; and (f) any payment method and information provided to Adverketing is true and accurate, and you will promptly update such account information with Adverketing to reflect any changes from time to time to the foregoing. 6.3 You will indemnify, defend and hold Adverketing and its affiliates, agents and employees harmless from and against any and all loss, liability, and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits based on or arising out of the Content (including, without limitation, any claims, proceedings or suits filed by a tribunal, regulatory authority or other competent body having relevant jurisdiction), Your Advertisements, Your Web Site, or any breach by You of any representation or warranty under this agreement. Adverketing will have the right to participate in any defense under this Section 6.3 with counsel it selects, and You will not agree to any settlement that imposes any obligation or liability on Adverketing without Adverketing’s prior written consent. 7. DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE PROGRAM, Adverketing TEXT ADS NETWORK, SEARCH AND ANY ASSOCIATED PRODUCTS OR SERVICES IS AT YOUR OWN RISK. EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE EXTENT PERMITTED BY LAW, THE PROGRAM, Adverketing TEXT ADS NETWORK, SEARCH AND ANY ASSOCIATED PRODUCTS OR SERVICES AND ANY MATERIALS OR OTHER SERVICES PROVIDED BY OR ON BEHALF OF Adverketing PURSUANT TO THIS AGREEMENT ARE PROVIDED "AS IS" AND WITH ALL DEFECTS, AND Adverketing HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING REPRESENTATIONS AS TO THE QUALITY OF , THE PROGRAM, Adverketing TEXT ADS NETWORK, SEARCH OR ANY ASSOCIATED PRODUCTS OR SERVICES, THE EFFECT THE ADVERTISEMENTS MAY HAVE ON YOUR BUSINESS AND THE OPERABILITY OF ANY TOOLS USED BY YOU TO ACCESS Adverketing TEXT ADS NETWORK. EXCEPT FOR AMOUNTS OWING PURSUANT TO SECTION 6.3 OR A BREACH OF SECTION 9, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORISED ACCESS TO INFORMATION). Adverketing WILL HAVE NO LIABILITY HEREUNDER BY REASON OF ANY FAILURE OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS DUE TO FORCE MAJEURE, AND WILL NOT BE LIABLE TO YOU FOR DAMAGES IN EXCESS OF AMOUNTS ACTUALLY PAID TO Adverketing HEREUNDER. 8.TERMINATION. If You are dissatisfied with any aspect of a Program(s), Your sole and exclusive remedy is to cease participating in the Program and terminate this agreement upon written notice to Adverketing. You and/or Adverketing may terminate the agreement and/or Your participation in any Program, at any time, for any reason or for no reason. Notwithstanding anything contained in the agreement to the contrary, Adverketing may, in its sole discretion, terminate or suspend Your account, and/or discontinue or suspend Your participation in all or part of any Program. Reasons for Adverketing's determination to so terminate, suspend or discontinue Your account or participation may include, without limitation, Adverketing’s determination that You have violated the agreement or other policies or guidelines of Adverketing applicable to the Program, Adverketing’s belief that Your conduct may be harmful to users or other advertisers, or Adverketing’s determination in its discretion that Your conduct is unlawful or likely to create legal liability for Adverketing. All such decisions made by Adverketing will be final and Adverketing shall have no liability regarding such decisions. Upon termination, suspension or discontinuation of any Program or Your participation therein: (a) all outstanding payment obligations incurred under such Program will become immediately due and payable; and (b) if You are not managing account termination on-line through TEXT ADS NETWORK, You will be responsible for all Click Fees incurred through the date Adverketing receives Your termination notice plus one (1) business day thereafter. This Section and Sections 1, 5, 6, 7, 9, 10 and 11 shall survive termination, along with any other provisions that might reasonably be deemed to survive such termination. 9. CONFIDENTIAL INFORMATION. (a) If the parties have entered into a Adverketing Non-Disclosure Agreement (“NDA”), the parties acknowledge and agree that such NDA applies to this agreement as if fully set forth herein, and that all of the terms of this agreement (including, but not limited to, its existence) and all discussions and negotiations related thereto are considered Confidential Information of Adverketing (as that term is defined in the NDA) under the NDA. If the parties have not entered into an NDA, information that is disclosed by one party to the other party, and that is marked “confidential”, or which under the circumstances ought reasonably to be treated as confidential information (including the terms of this agreement), will be treated as confidential by the receiving party. The receiving party will not disclose to a third party such information, or use such information other than for the purposes for which it was provided, without the written consent of the other party; this limitation will apply for a period of one year after disclosure of such confidential information. The foregoing limitations do not apply to the extent such information: (i) is or subsequently becomes publicly available other than through a breach of these limitations; (ii) is already known to the receiving party at the time of disclosure; (iii) is independently developed or acquired by the receiving party independent of such information; or (iv) is rightfully received from a third party without restrictions on disclosure or use. (b) You acknowledge and agree that Adverketing may share all credit card, billing and payment information You provide to companies working to check credit, effect payment to Adverketing and service your account. Adverketing may also disclose Your information to establish or exercise its legal rights or in accordance with a judicial or other governmental order. Adverketing will not be liable for any use or disclosure of such information by such third parties. 10. NOTICES. Adverketing may give notices to You by electronic mail to the e-mail address provided to Adverketing or by mail to the postal address provided to Adverketing. It is Your responsibility to ensure that Your e-mail address and any other contact information provided to Adverketing is updated and correct. All notices to Adverketing shall be sent via recognized overnight courier or certified mail, return receipt requested, to the TEXT ADS NETWORK contract notice contacts. 11. MISCELLANEOUS. 11.1 Governing Law; Jurisdiction. This agreement shall be construed under and controlled by the laws of Canada. You hereby irrevocably consent to the personal jurisdiction of, and exclusive venue for, any legal proceeding commenced by You or on Your behalf, in the courts sitting in Sherbrooke Québec Canada. 11.2 Assignment. You may not assign, sub-license, transfer, encumber or otherwise dispose of this agreement without Adverketing's prior written approval. Any attempted assignment, sub-license, transfer, encumbrance or other disposal without such consent shall be void and shall constitute a material default and breach of this agreement. Except as otherwise provided, this agreement shall be binding upon and inure to the benefit of the parties' successors and lawful assigns. 11.3 Waiver and Severability. The failure of either party at any time to enforce any right or remedy available to it will not be construed to be a waiver of such right or remedy. If any provision contained herein is held to be unenforceable in any respect, such unenforceability will not affect any other provision of this Agreement. 11.4 Rights of Third Parties. A person who is not a party to this Agreement shall have no right under the Contracts.