These Vrume Ads Terms and Conditions along with the applicable Advertiser Insertion Order, along with any Online Booking Form submission, or any one of the above (collectively, the “Agreement”) is entered into by and between the Advertiser set forth on the applicable Advertiser Insertion Order (“Advertiser”) and 1585897 Ontario Ltd., a company with principal offices located at 349 Woolwich Street, Guelph, Ontario Canada (“1585897 Ontario Ltd”), effective as of date the applicable Insertion Order is accepted and signed by 1585897 Ontario Ltd. (the “Effective Date”) and will govern Advertiser’s participation in the Vrume Ads on line advertising program (the “Program”). In consideration of the mutual promises and covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Advertiser and 1585897 Ontario Ltd. agree as follows:
I. PROGRAM DESCRIPTION
1.1 Overview. Under the Program and based on the Campaign (as defined below) information Advertiser provides,1585897 Ontario Ltd. will serve to users connected to the internet and who have opted into receiving through1585897 Ontario Ltd. (or its affiliates): (a) full page pop-under display Advertisements (as defined below) referred to herein as “Display Advertisement(s)”), and/or (b) Layer Banner Advertisements (“Banner Advertisement(s)
1.2 Definitions. In addition to the terms defined within other provisions of this Agreement, the following capitalized terms shall have the meanings associated with them below.
The term “Advertisement(s)” means advertisement(s) delivered by Advertiser pursuant to the Program, including all content of such advertisements (whether trade names, domain names, logos, trademarks, service marks, text, graphics, audio, weblinks, URLs, or otherwise, individually and collectively, referred to herein as the “Content”).
The term “Campaign(s)” means advertising ordering information (e.g., designation of Country Targets, bid amounts, frequency capping, etc.) Advertiser submits via the Program including by way of the Vrume Ads website along with any updates and modifications to the same which Advertiser may implement from time to time during Advertiser’s participation in the Program.
The term “Served Advertisement(s)” means Advertisements that are served to users under the Program.
1.3 Frequency of Displays. How often Advertiser’s Advertisements are served is dependent upon (i) the terms of Advertiser’s then-current Campaign, (ii) whether other advertisers have selected the same Country & other Targets Targets as Advertiser has and/or have agreed to pay a higher price for displays, and (iii) whether the Advertisement continues to be run by1585897 Ontario Ltd. (as further provided below). For example, Advertiser may not receive any impressions of Advertiser’s Advertisements with respect to a specific Country Target if there are other advertisers bidding more than Advertiser is bidding for that Country Target. Typically, the higher the bid on a Country Target, the greater the volume of the bidder’s Advertisements served for that Country Target. To be clear, however, notwithstanding the foregoing or anything to the contrary, Advertiser acknowledges and agrees that 1585897 Ontario Ltd. makes no promise or guarantee regarding any minimum or certain number of impressions with respect to any one or more Advertisements and/or Country Targets.
II. CAMPAIGN RULES AND RESTRICTIONS
2.1 Submission of Campaign Information. Advertiser may update Advertiser’s Campaign information at any time. Such updates will be implemented as soon as practicable (generally, updates are implemented within two (2) hours but can take up to 24 hours). Updates may include, for example, changes to Country Targets, Frequency capping, browser targetting or changes in fee levels. Advertiser’s updates will have prospective effect only.
2.2 Campaign Responsibility. Advertiser may request the help or involvement of 1585897 Ontario Ltd. to help Advertiser select Country Targets (or other targets), develop Advertiser’s Campaign strategy, manage Advertiser’s Campaign(s), or otherwise support Advertiser’s participation in the Program (all such services, collectively referred to herein as the “Campaign Support”). However, Advertiser understands, acknowledges and agrees that (i) 1585897 Ontario Ltd. is under no obligation to provide Campaign Support pursuant to this Agreement and will have no liability to Advertiser or to any third party for the provision of and/or any failure to provide such Campaign Support, and (ii) at all times Advertiser shall remain solely responsible for (a) the content, design and management of Advertiser’s Campaigns, including confirming and maintaining the accuracy and acceptability of Advertiser’s Campaign parameters and set-ups, (b) the selection of Advertiser’s Country Targets, (c) the creation and submission of Advertisements which are in compliance with 1585897 Ontario Ltd. requirements, the terms of this Agreement and with applicable laws, (d) the content of any destinations or items linked to Advertiser’s Advertisement, and (e) the process, success, content, quality and accuracy of all transactions with, or information provided to, users through Advertiser’s Advertisements.
2.3 Submission of Advertisements. Advertisements shall be submitted in accordance with the terms of this Agreement and 1585897 Ontario Ltd. then-current policies (posted on the Vrume Ads website or other designated web page, or delivered via email, including updates to such policies made from time to time by 1585897 Ontario Ltd. in its sole discretion). If and to the extent that a delivered Advertisement does not conform to 1585897 Ontario Ltd. then-current format specifications and/or policies and the terms of this Agreement, 1585897 Ontario Ltd. may, at its option and in its discretion: (i) reject the Advertisement and require Advertiser to submit a compliant Advertisement, or (ii) make technical modifications as necessary to conform the Advertisement with such specifications. 1585897 Ontario Ltd. may also reject or suspend an Advertisement, in its discretion, if 1585897 Ontario Ltd. believes the content of the Advertisement is or may be (a) inappropriate, (b) unauthorized by necessary third parties, (c) in violation of 1585897 Ontario Ltd.’ or any third party’s intellectual property rights and/or in violation of any applicable law, regulation, ordinance or rule, or (d) inconsistent or incompatible with the business interests of 1585897 Ontario Ltd. or its affiliates. Neither 1585897 Ontario Ltd. nor its affiliates shall have any liability to Advertiser or any third party including any third party claiming through Advertiser as a result of or arising out of (a) 1585897 Ontario Ltd.’ decision to reject or suspend an Advertisement, (b) 1585897 Ontario Ltd. decision to accept any Advertisement, or (c) 1585897 Ontario Ltd. transmission, delivery, posting or other distribution of such Advertisement, directly or through its affiliates.
2.4 License. Advertiser hereby grants to 1585897 Ontario Ltd. a non-exclusive, license fee-free and royalty-free, worldwide license to use, store, reproduce, distribute, create derivative works of, publicly perform, publicly display and digitally perform all of Advertiser’s Advertisements (including all Content) for purposes of performing its obligations under this Agreement and for related promotional and business purposes.
2.5 Program Reports and Data; Usage Statistics. Any data which may be collected in connection with the operation of the Program, including in connection with the implementation and operation of Advertiser’s Campaign(s), shall be and remain the sole and exclusive property of 1585897 Ontario Ltd.; provided, however, that, 1585897 Ontario Ltd. hereby grants to Advertiser the right to use any Program report provided or made available to Advertiser by 1585897 Ontario Ltd. for Advertiser’s internal business purposes. In addition, at Advertiser’s request, and subject to Advertiser’s compliance with applicable security measures, Advertiser will have online access to usage statistics relating to Advertiser’s Advertisements. 1585897 Ontario Ltd. will not provide Advertiser with specific usage statistics relating to other advertisers.
2.6 Program Prohibitions. In no event is Advertiser authorized to and it shall be deemed a material breach of this Agreement if Advertiser, directly or indirectly, uses the Program in violation of any written Program policies made available or provided to Advertiser by 1585897 Ontario Ltd. (via the Vrume Ads website, email or otherwise) or uses the Program (including any Advertisement) to:
infringe on any third party’s copyright, patent, trademark, trade secret or other intellectual property or proprietary rights or any third party right of publicity or privacy;
generate unauthorized displays of Advertisements or third party advertisements, or distribute an Advertisement which includes third party content without having secured any and all rights, consents, licenses, waivers and clearances required from and the express prior documented authorization of such third party;
generate or facilitate visits to 1585897 Ontario Ltd. or third-party sites that are based on fraudulent or deceptive practices, including the use of robots or other automated tools to generate unintended user requests, to open windows without a direct user click or authorization, and/or to redirect a user to a website such user did not intend to visit;
use optimization services and/or software to fraudulently inflate information regarding advertising results;
advertise any substances, services, products or materials that are illegal or prohibited in any state or country or other jurisdiction where the Advertisement is or may be displayed;
violate any applicable law, statute, ordinance, rule or regulation, including the laws and regulations governing (i) misleading, false or deceptive advertising, (ii) online advertising or marketing, (iii) anti-discrimination, (iv) unfair competition, or (v) export control;
disseminate Content which (i) is defamatory or libelous or constitutes trade disparagement or libel, (ii) is lewd, pornographic or obscene, or (iii) promotes violence or hate speech;
disseminate Advertisements that includes or consists of gambling, sweepstakes or similar activities;
engage in keyword bidding, or the use of domain names or “ad word” advertising in violation of the policies of any search engine provider, such as Google, Yahoo! or MSN;
use any third party trademarks, service marks, logos, trade names, or service names in Advertisement Content;
display any download prompt or Active-X launch prompt or Active-X auto-install without requiring a direct click on Advertiser’s Advertisement by the user;
redirect a user to another URL without a direct click by the user on Advertiser’s Advertisement;
modify, tamper with or interfere with the operations or size of the window inside which the Advertisement is displayed in a manner that prevents the title bar and window closing controls from being visible;
advertise, promote or offer any product, method or practice that is competitive with or could interfere with or adversely affect any program, website, service or products offered by 1585897 Ontario Ltd. or any 1585897 Ontario Ltd. affiliate;
disseminate viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines that if downloaded could cause harm (intentionally or unintentionally) to a user’s computer;
advertise any product of an adult nature, including images, videos or text portraying nudity, sexual acts or products of an adult nature including drugs, adult toys or contraceptives;
disseminate Content that has been modified in any respect from or is additional to that originally submitted to 1585897 Ontario Ltd. with the Advertisement or promote products or services different from or in addition to those initially represented or promoted by the Advertisement originally submitted to 1585897 Ontario Ltd.; or
engage in practices which 1585897 Ontario Ltd., after considering established industry standards but in its sole discretion, determines to be misleading, deceptive, unfair, damaging to 1585897 Ontario Ltd. users or business or otherwise inappropriate or unacceptable.
Advertiser acknowledges and agrees that any violation of any applicable policy term or of any of the foregoing terms may result in the immediate suspension or termination of Advertiser’s participation in the Program and/or termination of this Agreement by 1585897 Ontario Ltd. and may subject Advertiser to other legal consequences and damages, including direct and indirect damages under contract, equity, law, tort and otherwise.
2.7 Representations and Warranties. Advertiser represents and warrants that:
the information Advertiser has provided or will provide in connection with Advertiser’s participation in the Program is and will be accurate and complete and will be updated as required during the term of this Agreement in order to maintain its accuracy, currency and completeness;
Advertiser holds and will maintain during the term of this Agreement all rights, consents, licenses, waivers and clearances and all authority required to produce, deliver, and distribute the Advertisements as contemplated hereunder and to authorize 1585897 Ontario Ltd. to use, store, reproduce, display, transmit and distribute the Advertisement;
1585897 Ontario Ltd.’ use, storage, reproduction, display, transmission or distribution of Advertiser’s Advertisements, and any web site(s) linked to, and products or services to which users are directed through Advertiser’s Advertisements, will not, in any state or country or other jurisdiction where the Advertisement is or may be displayed violate any applicable law, statute, regulation, rule or ordinance;
Advertiser will not, nor will Advertiser authorize any third party to, infringe upon or misappropriate 1585897 Ontario Ltd.’ intellectual property embodied within or relating to, copy, clone, reverse engineer, decompile, disassemble, or otherwise attempt to gain unauthorized access to or derive the source code of, hack, interrupt, interfere with or damage the operation of the Program, the Vrume Ads website or any other website or operations of 1585897 Ontario Ltd. or its affiliates; and
Advertiser will not violate the “Program Prohibitions” set forth in Section 2.6 above.
2.8 Relationship Between 1585897 Ontario Ltd. and Advertiser. The relationship between Advertiser and 1585897 Ontario Ltd. is one of independent contractors and nothing contained within this Agreement or relating to Advertiser’s or 1585897 Ontario Ltd.’ performance under this Agreement shall in any way modify that relationship or be construed to make either party a partner, employee, agent or joint venturer of the other. Without limiting the foregoing, (a) neither 1585897 Ontario Ltd. nor Advertiser may make any representation or commitment or incur any obligation on behalf or in the name of the other party, and (b) Advertiser will not make any commitment to any third party which would purport to require 1585897 Ontario Ltd. to make the Program available or continue the Program or its support of any Campaign or any element of any Campaign for any minimum or fixed period of time.
III. FEES AND PAYMENT TERMS
3.1 How Advertiser is Charged. Program charges are determined by (a) how much Advertiser chooses to “bid” for Advertiser’s Advertisement to be served on the Keyword Targets Advertiser has selected for such Advertisement, and (b) how often Advertiser’s Advertisement is served. Display Advertisements are charged on a Cost Per View/Display (“CPV”) or on a Cost per Thousand Impressions (“CPM”)basis. . There is a minimum bid level for Advertisements which will be posted on the Greenpoint Ads website.
Program fees do not include any applicable taxes, duties or other governmental charges, all of which shall be Advertiser’s responsibility. 1585897 Ontario Ltd. may modify its fee structure including then-current minimum bid levels at any time with prior notice to Advertiser which notice shall be communicated either through a posting on the Vrume Ads website or via email.
Advertiser will be charged and agrees to pay for each Served Advertisement pursuant to the terms of Advertiser’s Campaign. If Advertiser or 1585897 Ontario Ltd. pauses or terminates any Campaign pursuant to this Agreement, Advertiser will also be charged and agrees to pay for charges incurred during the time period (up to a maximum of 24 hours) during which it takes to pause or terminate such Campaign.
Advertiser understands and agrees that all Program charges will be calculated solely based upon 1585897 Ontario Ltd. records. No other measurements or statistics of any kind shall be accepted by 1585897 Ontario Ltd. or have any effect under this Agreement. If Advertiser disputes any charge made under the Program, Advertiser must notify 1585897 Ontario Ltd. in writing within fifteen (15) days of any such charge; failure to so notify 1585897 Ontario Ltd. shall be deemed a waiver by Advertiser of any claim relating to the disputed charge. Advertiser further understands and agrees that Advertiser will be responsible for the payment of any amounts due hereunder whether or not Advertiser is paid by the third party(ies), if any, on behalf of whom Advertiser is creating, delivering, disclosing or distributing one or more Advertisements.
3.2 Campaign Funding Requirements. Advertiser must maintain a positive cash account balance in Advertiser’s Vrume Ads account (“Advertiser’s Account”) in order to initiate and maintain a Campaign. Advertiser’s Account may be funded via credit card, paypal, paxum, check, wire transfer.
The minimum starting balance for new accounts is US$250.00. Program charges will be allocated on a campaign by campaign basis by the Advertiser when they Book a New Campaign.
Advertiser may check Advertiser’s Account balance at any time via the Vrume Ads website. Campaign charges are generally posted to Advertiser’s Account within thirty (30) minutes following the delivery of an Advertisement.
Advertiser agrees that under no circumstances will Advertiser rescind or charge back payments (and any associated taxes or other charges) made to 1585897 Ontario Ltd. via credit card, Paypal or Paxum.
To pause account charges, Advertiser must log on to the Vrume Ads website and follow account pause procedures. To terminate Advertiser’s Account, Advertiser must follow the procedures set forth in Section 5 below. Advertiser understands and agrees that unless and until Advertiser has completed the procedures to pause or terminate (as applicable) Advertiser’s Account, Advertiser will be responsible for all charges incurred. Advertiser will also be responsible for all reasonable expenses (including attorneys’ fees) incurred by 1585897 Ontario Ltd. in collecting delinquent, withheld or rescinded amounts.
3.3 Forfeiture for Inactivity. If Advertiser’s Account is inactive for more than six (6) consecutive months, Advertiser’s Account will be closed and any balance therein will be forfeited unless such forfeiture is waived by 1585897 Ontario Ltd. in its sole discretion.
IV. DISCLAIMER OF ALL PROGRAM WARRANTIES
ADVERTISER UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT THE PROGRAM, INCLUDING ALL SERVICES PROVIDED UNDER AND PRODUCTS SUPPORTING THE PROGRAM, IS PROVIDED TO ADVERTISER “AS IS” AND WITHOUT ANY WARRANTIES, AND THAT ADVERTISER’S PARTICIPATION IN THE PROGRAM IS AT ADVERTISER’S OWN RISK. WITHOUT LIMITING THE FOREGOING, ADVERTISER UNDERSTANDS AND ACKNOWLEDGES THAT 1585897 Ontario Ltd. AND ITS AFFILIATES: (A) EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PROGRAM (INCLUDING ALL SERVICES PROVIDED UNDER AND PRODUCTS SUPPORTING THE SAME), INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED OR ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (B) DOES NOT WARRANT OR REPRESENT THAT (I) THE PROGRAM WILL MEET ADVERTISER’S REQUIREMENTS, (II) OPERATION OF THE PROGRAM WILL BE ERROR-FREE OR UNINTERRUPTED, (III) ADVERTISER’S USE OF THE PROGRAM WILL GENERATE ANY SALES OF ADVERTISER’S PRODUCTS OR SERVICES OR THOSE OF ANY THIRD PARTY ON WHOSE BEHALF ADVERTISER MAY BE SUBMITTING ADVERTISEMENTS, OR (IV) THE PROGRAM WILL DELIVER ANY MINIMUM OR SPECIFIC NUMBER OF SERVED ADVERTISEMENTS.
V. TERMINATION OF AGREEMENT, PROGRAM, CAMPAIGN
5.1 Termination by Either Party. 1585897 Ontario Ltd. may at any time, in its sole discretion and without prior notice to Advertiser, immediately terminate the Program, this Agreement, or Advertiser’s use of any Country Target, Campaign or Advertisement. 1585897 Ontario Ltd. will, however, use commercially reasonable efforts to notify Advertiser via email of any such termination within a reasonable period of time. Advertiser may, at any time, in Advertiser’s sole discretion, terminate this Agreement and Advertiser’s participation in the Program by providing two (2) days prior written notice to 1585897 Ontario Ltd. by email and by US mail as set forth in Section 9.1 below. Notwithstanding the provision of notice, however, to pause account charges that may be incurred after Advertiser has provided notice of termination but prior to the effective date of termination, Advertiser must log on to the Vrume Ads website and follow all account charge pause procedures. If Advertiser has auto-funded Advertiser’s Account, then in addition to providing notice of termination, and pausing charges on Advertiser’s Account, Advertiser must follow the account termination procedures set forth in the auto-funding agreement.
5.2 Effect of Termination on Account Balances. If, upon termination of this Agreement, Advertiser has a positive balance in Advertiser’s Account due to prior prepayments, and if such termination resulted other than from Advertiser’s breach of this Agreement, 1585897 Ontario Ltd. shall (a) if such termination occurs within the first six (6) months of Advertiser’s participation in the Program, refund to Advertiser the amount of such balance (after deducting Program fee charges and any other charges which may have been incurred prior to and through the effective date of termination), or (b) if such termination occurs after the first six (6) months, provide Advertiser with an additional ninety (90) days during which to use any account balance before forfeiting the same. If this Agreement terminates as a result of Advertiser’s breach, then Advertiser shall forfeit any balance in Advertiser’s Account unless such forfeiture is waived by 1585897 Ontario Ltd., in its sole discretion; provided, however, any such forfeiture shall not prejudice any other rights or remedies 1585897 Ontario Ltd. may have available to it as a result of such breach.
5.3 Other Consequences of Termination. Neither party shall have any liability to the other or to any third party as a result of its decision to exercise or waive its rights under Section 5.2 above; provided however, that any termination of this Agreement, the Program, a Campaign or any element of a Campaign shall not affect either party’s rights or obligations (including payment obligations) under this Agreement to the extent such rights or obligations incurred or accrued prior to the effective date of termination. In addition, those provisions which by their nature would be understood to survive any termination shall be deemed to survive, including those provisions governing ownership rights, payment obligations, limitation of liability, releases, disclaimers, indemnification, ownership, confidentiality, assignment, governing law and venue, and integration.
VI. LIMITATION OF LIABILITY
6.1 Limitation of Liability. IN NO EVENT WILL 1585897 Ontario Ltd. OR ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, PARTNERS, MEMBERS, EMPLOYEES OR REPRESENTATIVES (THE FOREGOING, INDIVIDUALLY AND COLLECTIVELY, REFERRED TO HEREIN AS THE “RELEASED PARTY(IES)”) BE LIABLE TO ADVERTISER OR TO ANY THIRD PARTY (WHETHER OR NOT CLAIMING BY OR THROUGH ADVERTISER) FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, REVENUES, GOOD WILL, REPUTATION, PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ADVERTISER’S USE OR THE PERFORMANCE OF THE PROGRAM, WHETHER THE CLAIM FOR SUCH DAMAGES IS BASED ON LAW, EQUITY, CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE RELEASED PARTY(IES) HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 1585897 Ontario Ltd.’ AND ITS AFFILIATES’ CUMULATIVE LIABILITY TO ADVERTISER AND ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND BASED ON ANY THEORY OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID BY ADVERTISER TO 1585897 Ontario Ltd. DURING THE THIRTY (30) DAY PERIOD PRECEDING THE EVENT GIVING RISE TO THE APPLICABLE CLAIM.
6.2 Force Majeure. Neither party shall incur any liability hereunder as a result of a failure or delay in such party’s performance (other than in the performance of its payment obligations) to the extent such failure or delay results from interruptions in the electrical supply, failure of the Internet, terrorism, cyber attack, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other condition or occurrence beyond the reasonable control of such party. In the event of any such failure or delay on the part of 1585897 Ontario Ltd., 1585897 Ontario Ltd.’ sole and exclusive obligation and Advertiser’s sole and exclusive remedy shall be for 1585897 Ontario Ltd. to, in its discretion and at its sole election, (a) restore service as soon as reasonably practicable, or (b) terminate this Agreement upon written notice to Advertiser.
6.3 Additional Releases. In no event will a Released Party be liable for, and Advertiser hereby releases each Released Party from, any claim by Advertiser and/or any third party arising out of or in connection with (a) the lack of success of any Campaign, (b) the failure of any Campaign or any Advertisement to achieve any minimum or fixed number of Served Advertisements in any particular context or at any particular time, (c) 1585897 Ontario Ltd.’ implementation of a campaign on behalf of any third party which is or may be at any time competitive with a Campaign established by Advertiser, and (d) any Campaign Support provided (or not provided) by a Released Party.
Advertiser agrees to indemnify, defend and hold the Released Parties 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 (a) Advertiser’s use of the Program, (b) Advertiser’s Advertisements and any material to which users can link through an Advertisement, (c) Advertiser’s selection and use of Keyword Targets, and/or (d) Advertiser’s breach of any term (including any warranty or representation) of this Agreement. If any claim or action is brought against any Released Parties for which indemnity may be sought pursuant to this Section 7, such Released Parties shall be entitled to participate at their own expense in the defense of such claim, and no settlement may be entered into without such Released Parties’ prior written consent.
VIII. OWNERSHIP, CONFIDENTIALITY AND PRIVACY
8.1 Ownership; No Transfer of Title. Nothing in this Agreement shall be construed as transferring any intellectual property rights or ownership interests from 1585897 Ontario Ltd. to Advertiser. Without limiting the foregoing, all ownership of and all right, title and interest including all copyrights and all other intellectual property rights in and relating to the Program, websites, services, design and formatting specifications and any content embodied by or set forth in the same shall be and remain exclusively with 1585897 Ontario Ltd., its affiliates or suppliers. 1585897 Ontario Ltd., its affiliates and its suppliers reserve all rights not expressly granted hereunder.
8.2 Confidential Information. Each party agrees that all non-public business, marketing, technical (including software code and algorithms), operational, vendor, marketing (including pricing, Keyword Target performance statistics, and competitive information), employee, customer, and financial information they obtain from the other, are the confidential property of the disclosing party (“Confidential Information”). The receiving party shall not be obligated under this Section 8.2 with respect to information the receiving party can document (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents, (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information, or (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party. The receiving party may make disclosures required by law or court order provided the receiving party uses reasonable efforts to notify the other party in writing as promptly as practicable (and, if possible, prior to making the disclosure) in order to permit the disclosing party to limit disclosure and to obtain confidential treatment of the information.
IX. MISCELLANEOUS TERMS AND CONDITIONS
9.1 Notices. All notices to 1585897 Ontario Ltd. shall be sent via email to sales@Vrumeads.com and by mail to: 1585897 Ontario Ltd. 243 Broadway, Orangeville, Ontario Canada L9W 1K6 Attention: Legal Department. Notices to Advertiser shall be delivered via email to the email address Advertiser provides with Advertiser’s Campaign information, with a confirmation copy by mail to Advertiser at the address first set forth above.
9.3 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario without reference to its conflicts of laws provisions. The sole and exclusive venue of any claims arising out of or in connection with this Agreement shall be resolved in courts of competent jurisdiction in Dufferin County, in the Province of Ontario. Each party hereby agrees to the personal jurisdiction of such courts and waives any objections it may have to venue, including any objection of forum non conveniens.
9.4 Public Announcements. Advertiser agrees not to, at any time before, during or after the term of this Agreement, issue any press releases or other public statements concerning the existence, subject matter, terms or performance of any Campaign or this Agreement without 1585897 Ontario Ltd.’ prior written approval.
9.5 Entire Agreement. This Agreement (a) represents the entire understanding between Advertiser and 1585897 Ontario Ltd. with respect to Advertiser’s participation in the Program, (b) supersedes all prior and contemporaneous agreements, express or implied, oral or written, relating to the subject matter hereof, and (c) may not be modified or amended other than by written agreement of the parties. For avoidance of doubt, the parties agree that no terms in any form purchase order or other document which Advertiser may deliver, whether or not signed by 1585897 Ontario Ltd., shall be deemed to modify or amend the terms of this Agreement and any such additional or inconsistent terms shall automatically be deemed unacceptable to and rejected by both parties, and as such, null and void and of no force and effect. Likewise with respect to the matters covered hereby, the parties agree that this Agreement shall govern and supersede and shall not be deemed to be modified by, any inconsistent or additional terms set forth on the Vrume Ads website whether or not such terms are ‘accepted’ by Advertiser before, on or after the Effective Date. The word “including” or its variants shall be construed non-exclusively to mean “including but not limited to.” Headings are for organizational purposes only and should not be considered in the substantive construction of the terms of this Agreement. Any waiver of rights, to be enforceable, must be in writing and signed by the party against whom such waiver is to be enforced, and shall be limited to the specific circumstances giving rise to and expressly addressed by such written waiver. If any portion of this Agreement is held invalid, the parties agree that such invalidity will not affect the validity of the remaining portions of this Agreement.
9.6 No Assignment. Advertiser may not assign or transfer this Agreement or any obligation incurred hereunder, without the prior written consent of 1585897 Ontario Ltd.. Any attempt to do so without such consent shall be null and void and of no force and effect.