Between:
SQUADPASS INC.
(Hereinafter called “Publisher”)
and
SQUADPASS REGISTERED BUSINESS
(Hereinafter called “Advertiser”)
1. Contract Acceptance
1.1 “Publisher” means Squadpass Inc. and any of its associates or affiliates using the name of “Squadpass” and “Advertiser” means the individual, partnership and/or proprietorship, association or company on whose behalf the authorized representative is signing.
1.2 Advertisements are subject to the approval of the Publisher who shall have complete discretion as to the insertion and content of all ads. The Publisher reserves the right to reject any ad at any time and is further entitled to delete, alter or abbreviate any advertising or listing.
1.3 The Advertiser shall have the right to cancel this contract by delivery of a written notice sent by registered mail or signed for delivery within ten (10) working days from the date of this contract. In that event all monies paid or received will be refunded. Any cancellation eleven (11) or more working days after the contract will not be accepted.
1.4 The person signing the contract warrants that he or she has authority for and on behalf of the Advertiser to do so. The person also warrants that they own the rights to any trademark or intellectual property confined within the advertisement requested.
2. Artwork and Approval
2.1 The onus rests upon the Advertiser to supply the Publisher with suitable, detailed and accurate ad copy.
2.2 It remains the obligation of the Advertiser to inform the Publisher in writing of any changes in address or telephone.
2.3 Notwithstanding anything in this contract, the position of the advertising is in the sole discretion of the Publisher and positioning of the advertisement is not guaranteed.
2.4 The firm name, address and telephone number as shown on the face of this contract are the criteria for correctness in the directories subscribed for unless otherwise specified in writing.
3. Finance
3.1 The Advertiser agrees to pay the deposit and monthly charges plus applicable taxes on the dates or occurrence of events as stipulated.
3.2 Overdue payments are subject to a 2% per month carrying charge (24%) per annum). Returned payments are subject to a $25.00 service fee for each cheque returned or PAP declined.
3.3 The Publisher may proceed against the Advertiser for the collection of the full remaining balance of the contract where any monthly installment is more than two months in arrears.
3.4 The Advertiser agrees to compensation the Publisher for any legal or other services retained to obtain payment of any past due account, including but not limited to lawyers’ fees, court fees and judgment costs.
4. Advertiser’s Warranty and Indemnification of Publisher
4.1 The Advertiser warrants the truth and accuracy of all information provided to the Publisher for the production of the advertisement, and that the Advertiser is authorized to use all such information, logos, designs, trademarks, service marks and other intellectual property provided to the Publisher for the advertisement.
4.2 The Advertiser agrees to indemnify and hold harmless the Publisher from and against any and all controversies, claims, demands, suits, damages or causes of action based upon advertising which may be alleged to infringe upon any Trade Mark, Trade Name, copyright, profession or body or give rise to any other liability at law.
4.3 The Advertiser acknowledges that the Publisher owns the copyright to the advertisement published. To such extent as the Advertiser would, but for this clause, own the copyrights in all or part of the said advertising, the Advertiser hereby assigns all such copyright to the Publisher.
4.4 The Advertiser authorizes the Publisher to place the advertisement or any part thereof on the Internet and in advertising and promotional material created or distributed by the Publisher.
5. Internet Services
5.1 The Advertiser acknowledges that the Internet services described in the contract are subject to the terms and conditions of the standard Internet Services contract.
6. Prohibited Uses; License Grant; Representations and Warranties
6.1 Advertiser shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated means or form of scraping or data extraction to access, query or otherwise collect Publisher advertising related information from any Program website or property except as expressly permitted by Publisher; or (c) advertise anything illegal or engage in any illegal or fraudulent business practice. Advertiser represents and warrants that it holds and hereby grants Publisher all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in Creative, Services and Targets needed for Publisher to operate Programs (including without limitation any rights needed to host, cache, route, transmit, store, copy, modify, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of Creative or Targets) in connection with this Agreement ("Use"). Advertiser represents and warrants that all Advertiser information is complete, correct and current; and any Use hereunder and Advertiser's Creative, Targets, and Advertiser's Services will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights (including without limitation intellectual property rights). Violation of the foregoing may result in immediate termination of this Agreement or Advertiser's account without notice and may subject Advertiser to legal penalties and consequences.
7. Disputes and Resolutions
7.1 No payment due under this contract may be withheld by the Advertiser on the grounds of claims for non-performance or alleged defects or failures on the part of the Publisher, including whether or not the advertisement meets the expectations of the Advertiser. In the event of such claims, the Advertiser will continue to make the payments due under this contract and lodge a formal complaint in writing with the Publisher. In the event that the complaint is not accepted by the Publisher or no resolved through negotiation within thirty days of delivery of the complaint to the Publisher, the dispute shall be resolved by arbitration to be held under the provisions of the Arbitration law of the Province of Ontario and the arbitration shall be held in Toronto, Ontario.
8. General Contract Provisions
8.1 The parties hereto covenant and agree that they and their respective heirs, executors, administrators, successors and assigns shall sign such further agreements, assurances, papers and documents and do or perform, cause to be done or performed such further and other acts and things as may be necessary and desirable from time to time in order to give full effect to this Agreement and every part thereof.
8.2 Any notice or notices required to be given hereunder to any party shall be effectively given if delivered personally or sent by prepaid or registered mail or by telegram, telegraph or facsimile to the persons hereto respectively as follows: To the Publisher at 10800 Concession 5, Uxbridge, Ontario, Canada, L9P 1R1 or to the Advertiser at ................................................................................................ or such other address as the party entitled to such notice shall have communicated in writing to the other parties. Any notice given as aforesaid, if mailed within the City of Toronto, shall be deemed to have been given on the fourth (4th) business day (excluding Saturdays, Sundays or holidays) following the day on which it is mailed.
8.3 Time shall be of the essence in all respects of this Agreement.
8.4 All terms, conditions and provisions expressed throughout this Agreement shall be each, severable from the others. In the event that any of the said terms, conditions or provisions are void or otherwise unenforceable by any reason this shall in no way affect the validity or enforceability of the remaining terms, conditions or provisions.
8.5 This agreement expresses the entire and final Agreement between the parties hereto with respect to all matters herein and its execution has not been induced by, and neither do either of the parties hereto rely upon or regard as material, any representation or promises whatsoever not incorporated herein and made a part hereof, and the same shall not be waived, amended or qualified except by a memorandum in writing signed by the parties hereto, and any alterations, amendments or qualifications hereof shall be null and void and shall not be binding upon such parties unless made and recorded as aforesaid.
8.6 The law of the Province of Ontario shall be the proper law of this Agreement and shall govern all questions of construction and enforcement of this Agreement and all parties hereto hereby irrevocably attorn to the jurisdiction of the courts and judiciary of the Province of Ontario.
8.7 This Agreement may be assigned by Publisher without the written consent of the Advertiser.
8.8 All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require, and the verb agreeing therewith shall be construed as agreeing with the required word or pronoun. Where the context so requires the singular of any word shall import the plural and the plural shall import the singular.