These terms of service set forth the terms and conditions that govern your account and use of the websites and any related internet media properties associated with l1585897 Ontario Limited (collectively the “Service”).

By accessing and/or using the Service, you as an advertiser or publisher agree to be bound by the terms and conditions set forth below. If you do not wish to be so bound, then please immediately cease accessing and/or using the Service.

l1585897 Ontario Limited may modify this agreement at any time and without notice. You agree to regularly review and read these terms and conditions to be aware of any such modifications and your continued access and/or use of the Service shall be deemed to be your conclusive acceptance of any such modifications.

You may not modify, copy, reproduce, republish, upload, post, or distribute in any manner whatsoever the material on any sites in respect of this Service.

Publishers –

l1585897 Ontario Limited shall have the sole responsibility for calculating publisher earnings; in the event the publisher disputes any calculations, such dispute shall be submitted in writing within 30 days of being notified of the calculations; l1585897 Ontario Limited, will provide the publisher with a written explanation of any such calculation and/or an adjustment to the calculation, which determination shall be final and binding;

Payment rates and payment periods paid to publishers shall be at the sole discretion of l1585897 Ontario Limited,

Publisher is responsible for paying and reporting all taxes, including federal, provincial, state, or local taxes. l1585897 Ontario Limited, shall file and/or report such payments to publishers if required to by law.

Publishers agree not to artificially inflate traffic counts using a program, device or other means;

l1585897 Ontario Limited reserves the right not to pay any account to publishers which violate any of the terms and conditions set forth herein;

l1585897 Ontario Limited may terminate your account and access and/or use of the Service at any time at its sole discretion;

Advertisers –

Advertiser agrees to pay all charges and pricing attributable to the Services; payment shall be made in advance;

Advertiser agrees not to create any text, banner or video ad or promote goods and services that violate any applicable local, state, provincial, federal, or international law or regulation;

Advertiser acknowledges that any ad may be modified or cancelled at any time for any reason by l1585897 Ontario Limited, in case of a cancellation the Advertiser shall receive a prorated refund; in the case of a modification, the Advertiser shall have the right to cancel the ad within 5 days of its modification and receive a prorated refund;

Advertiser agrees not to participate in click fraud, click spamming, click bombing or offer incentive clicks;

Advertiser agrees not to contact any publisher directly and any such contact shall be through l1585897 Ontario Limited,

Advertiser acknowledges and agrees charges and pricing of website advertising are subject to change without notice;

General Terms of Service – Advertiser and Publisher

MODIFICATIONS TO TERMS OF SERVICE

l1585897 Ontario Limited may change the terms and conditions of the agreement from time to time. Upon any change in the terms and conditions of the agreement, l1585897 Ontario Limited will post changes to this web page.  If you do not agree with them, you may terminate your use of the Service at that time. The continued use of the Service constitutes an affirmative: (1) acknowledgment by the advertiser or publisher of the agreement and its modifications; and (2) agreement by the advertiser or publisher to abide and be bound by the agreement and its modifications.

MODIFICATIONS TO SERVICE

l1585897 Ontario Limited reserves the right to modify or discontinue the Service with or without notice to the advertiser or publisher. l1585897 Ontario Limited shall not be liable to either the advertiser or publisher or any third party should l1585897 Ontario Limited exercise its right to modify or discontinue the Service.

DISCLAIMER OF WARRANTIES

ADVERTISER AND/OR PUBLISHER EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT THEIR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. l1585897 ONTARIO LIMITED EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

l1585897 ONTARIO LIMITED MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES l1585897 ONTARIO LIMITED MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

ADVERTISER AND/OR PUBLISHER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT THEIR OWN DISCRETION AND RISK AND THAT THEIR WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO THEIR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. l1585897 ONTARIO LIMITED MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICE OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM l1585897 ONTARIO LIMITED OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY.

LIMITATION OF LIABILITY

l1585897 ONTARIO LIMITED SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASE OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF THE ADVERTISER’S OR PUBLISHER’S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF l1585897 ONTARIO LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.

INDEMNIFICATION

Advertiser and publisher, as the case may be, agree to indemnify and hold l1585897 Ontario Limited, its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the use of the Service, the violation of this agreement by the advertiser or publisher, or the infringement by them, or other user of the Service using their computer, of any intellectual property or other right of any person or entity.

TERMINATION

In the event l1585897 Ontario Limited terminates the Service in accordance with this agreement, it shall not be liable to the advertiser or publisher or any third party for termination of Service, except in respect of the refund of any payment in accordance with the terms herein.

NOTICE

All notices to a party shall be in writing and shall be made either via email or conventional mail. l1585897 Ontario Limited may broadcast notices or messages through the Service to inform of changes to the agreement, the Service, or other matters of importance; such broadcasts shall constitute notice to the advertiser and/or publisher.

LAWS

The agreement shall be governed by and construed in accordance with the laws of the province of Ontario, Canada. The advertiser and publisher, as the case may be agree to submit to the exclusive jurisdiction of the courts of the province of Ontario.

If any provision(s) of the agreement is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.

l1585897 Ontario Limited's failure to exercise or enforce any right or provision of the agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by l1585897 Ontario Limited in writing.

Advertiser and publisher, as the case may be agree that any cause of action arising out of or related to this Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

The section titles in the agreement are solely used for the convenience of the parties and have no legal or contractual significance.