Banners Supply Agreement

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

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

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

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

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

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

 

AGREEMENT

Section 1. Order, Delivery, and Adjustments.

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

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

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

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

 

Section 2. Invoicing and Payment.

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

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

 

2.3. Invoicing and Payments.

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

 

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

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

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

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

 

Section 3. Advertising Materials.

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

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

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

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

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

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

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

 

Section 4. Eligible Site(s). 

PixFuture reserves the absolute right to refuse in its sole discretion to affiliate with any Publisher. The following are examples of sites that are not eligible for participation:

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

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

 

Section 5. Minimum Traffic. 

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

 

Section 6. Representations and Warranties. 

Publisher represents and warrants to PixFuture that:

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

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

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

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

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

 

Section 7. Campaign Discontinuance.

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

 

Section 8. Term and Termination.,.

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

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

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

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

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

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

 

Section 9. License and Intellectual Property.

PixFuture shall use the trade names or trademarks of the other party or Advertisers without prior written approval from the party owning such name or mark.

 

Section 10. Privacy

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

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

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

 

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

 

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

 

Section 13. Disclaimers, Exclusions And Limitations.

Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, PixFuture MAKES, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

Limitation of Liability. UNDER NO CIRCUMSTANCES WILL PixFuture BE LIABLE TO PUBLISHER WITH RESPECT TO ANY SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT PixFuture HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THESE TERMS, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL PixFuture’S AGGREGATE LIABILITY ARISING OUT OF THESE TERMS AND CONDITIONS EXCEED THE PAYMENTS TO THE PUBLISHER HEREUNDER.

 

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

 

Section 15. General.

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

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

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

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

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

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

Video Supply Agreement

 

Reporting

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

 

Payment

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

 
Assignment

This agreement may not be assigned by either party without the prior written consent of the other party, except for the PixFuture who may assign, in whole or in part, to a related company.
 
Cancellation

PixFuture has the right to cancel the campaign, any time, providing the other party 48 hours labor days notice.

 
Obligations

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

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

1.4.4 Any other activity which is not in accordance with the corresponding Advertising Campaign(s) or the applicable IO(s);

any other activity that PixFuture considers fraudulent according to the applicable law or common Internet rules.

In such case PixFuture has a right to (i) penalize to the amount of all earned commissions and all payments due without any prior alert; (ii) terminate the involvement in this Agreement without any prior alert; (iii) bring a case before a court if the penalty doesn’t cover the loss (iv) release the information relating to the Advertiser’s, Media Partner’s or Publisher’s identity and location to any third party if required.

To prevent any misunderstandings PixFuture may request all necessary statistic and information about the suspect activities. Advertiser and Publisher agree to provide the information within 5 (five) days of Company’s request.

(updated: May 7, 2018)

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