Cheap Toronto Advertising Terms & Conditions
Cheap Toronto Advertising, legally incorporated in Ontario as 2610612 Ontario Ltd., may be referred to in this document as “we”, “us” and “our”. By signing an agreement and/or purchasing something from us, you engage in our “Advertising Services” and agree to be bound by the following terms and conditions (“Advertising Terms”), including those additional terms and conditions and policies referenced herein. The costs and length of duration of the proposed campaign (“Campaign”) will be referenced clearly on the agreement.
1. Advertising Services
The Advertising Services include, but are not limited to, the following: Search Engine Marketing, Search Engine Optimization, Social Media Marketing, Social Media Content, Live Chat, Video Production, Web Development. As Cheap Toronto Advertising adds other products and services, they will be referenced in any agreements/purchase orders.
2. Advertising Placement and Location
a) Placement. Cheap Toronto Advertising will determine, in its sole discretion, on which online properties (the “Publishers”) the advertising content (“Ads”) will run during the course of any campaign. Advertiser acknowledges that we do not operate or control the publishers. The advertiser also acknowledges that at any time during a campaign the publisher mix may change. We make no guarantees about when or where the Ads will be displayed by the Publishers or by us.
b) Targeting. We will use commercially reasonable efforts to place Ads such that they will be seen by consumers in target locales identified during the Campaign setup, but we do not guarantee that the Advertisers ads will only be displayed in target locales.
c) Third Party Directories. We may create and post online within third party directories for the Advertiser, which may include the following information: name, phone number, email address, physical address, photos, videos, and information regarding the products or services of the Advertiser and Advertiser’s business. This information may also include tracking information relevant to our campaign goals and tracking metrics for the Advertiser.
3. Campaign Logistics
a) Duration. Upon receipt of a signed agreement by the Advertiser, we will initiate the process of setting up the Campaign. The duration will run from the date of the signed contract to the end of the duration stated on the insertion order. Advertiser acknowledges that the actual start date may be up to ten (10) business days from time of signing due to the complexities in setting up the Campaign.
b) Campaign Months. Each month indicated on the agreement will, unless otherwise notified, mirror the calendar months. We make no
guarantees with respect to the time that it takes to fully utilize the Campaign budget. Advertiser acknowledges that all statistics provided by us evidencing such utilization shall be conclusive and binding on Advertiser for all purposes of this agreement.
4. Fees. Advertiser agrees to pay, in accordance with Section 5, the following in the amounts set forth in the agreement:
i) Campaign Budget refers to the recurring amounts payable to
us for the Advertising Services for each month
ii) Budget Per Month refers to the aggregate recurring fees for
each month, as specified in the agreement, such as the
campaign budget and CMT Fees (as defined below)
iii) Service Fees per month refers to the recurring fees per month
charged by us for managing and tracking Campaigns also known as the Campaign Management/Tracking Fees (CMT Fees)
iv) Campaign Set-Up Fee refers to a one-time fee for the set-up of a campaign, which includes, but is not limited to, Publisher set-up, keyword generation, tracking set-up, creative services, and any other similar set-up requirements.
v) Cancelation Fee: has the meaning set forth in Section 6(d) below. We reserve the right to change any of our fees at any time, provided that such changes will not take effect until a new agreement has been executed and delivered back signed by the Advertiser.
b) No Pass-Through Obligations. Advertiser is not entitled to any credits, discounts, rebates, refunds provided to us by Publishers.
c) Promotional Credits. If we offer any special promotions which provide Advertiser with credits or other fee reduction incentives in connection with signing an agreement (the “Promotional Credits”), if Advertiser cancels the agreement (other than for cause, as set forth below), then in addition to any other cancellation penalties Advertiser may be subject to, Advertiser will be required to repay to us the full amount of the Promotional Credit or incentives.
5. Payment Terms.
a) General. Once an agreement has been accepted by us, Advertiser will be responsible for payment in full of all fees set forth therein, except as may otherwise be provided in Section 6(c) hereof. All payments due hereunder are in Canadian dollars, unless otherwise noted on the agreement, and are exclusive of any sales, use or similar applicable taxes, which shall be the sole responsibility of Advertiser.
b) Manner and Timing of Payment. Advertiser may pay for all amounts payable under this Agreement by credit card, email money transfer or
cheque. Prior to the initial Campaign Month, Advertiser shall pay the Monthly Payment for the initial Campaign Month and the Campaign Set-Up Fees, if applicable. In advance of each subsequent month, Advertiser shall remit the Monthly Payment. Failure to pay on time could result in us pausing the campaign until payment is made in full, or witholding our services.
a) Term. The initial term of the Agreement shall be the number of Months set forth on the Agreement, as adjusted consistent with Section 3 above.
b) Termination by us. We may terminate this Agreement and any Campaign immediately without notice and without cause.
c) Termination by Advertiser for Cause. Advertiser may terminate this Agreement on thirty-one (31) days prior written notice (the “Notice Period”) if we are in material breach of our obligation hereunder and such breach has not been materially cured by the conclusion of the Notice Period.
d) Termination by Mutual Agreement. If we and the Advertiser agree to early termination of a Campaign, Advertiser shall be obligated to pay a cancellation fee (the “Cancellation Fee”) equal to 25% of the remaining budget on contract. Advertiser also must pay for all media spend to date at time of termination.
e) Campaign Pauses. Advertiser may request a pause in a Campaign. However, if a campaign is paused for greater than thirty (30) days, additional set-up fees may be required to restart the campaign.
f) No Refunds. Advertiser understands and agrees that Advertiser will not be entitled to any refunds of amounts already paid to us, unless Advertiser terminates under Section 6(c), in which case Advertiser shall only be entitled to a refund for the unspent balance of the then applicable Monthly Payment, which shall be Advertiser’s sole remedy.
g) Collection of Amounts Owed. Any amounts not paid by Advertiser when due shall bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Advertiser agrees to pay all costs of collection (including attorneys’ fees and costs and all other legal and collection expenses) incurred by us in connection with our enforcement of our rights under the Agreement.
7. Advertising Content/Keywords
a) Ad Content. Advertiser will deliver all content required for any Ad to us. If content does not conform to any Publisher’s specifications, we or the Publisher may, in its sole discretion, modify or reject such Ad to meet Publisher or other technical requirements or to address Campaign performance issues. Advertiser acknowledges that it may be limited in its ability to make further modifications to its Ads after they have been delivered to us. The acceptance of an Ad does not
constitute approval or endorsement of the ad by us or by any
Publisher, for purposes of this Agreement or otherwise.
b) Cheap Toronto Advertising Creative Services. Except as may be
otherwise provided in any of the Product Terms, if Advertiser requests that we create an Ad or provide other creative services, Advertiser will remain fully responsible for ensuring that the content is complete, accurate, is non-infringing and complies with applicable law. With respect to an Ad created by us, as between Advertiser and us, we shall retain ownership of the design elements of the Ad, excluding any trade name, trademark, service mark or logo of Advertiser or other proprietary elements of Advertiser that may be included within the Ad, but that predate the creation of the Ad.
c) Keywords. With respect to Search Engine Marketing, we shall have discretion to select the individual words or phrases (“Keywords”) to be used in connection with the Campaign. Advertiser may also request the use of certain Keywords. While we will use reasonable efforts to use these Keywords, we make no guarantees that all such Keywords will be used. To the extent that we use Keywords of our choosing, it shall be under no obligation to disclose such Keywords to Advertiser. To the extent that Advertiser elects to use Keywords that include the names of competitors or trademarked terms, Advertiser does so at its own risk and acknowledges and agrees that it bears all liability associated with such action.
Advertiser will indemnify, defend (with counsel reasonably acceptable to Cheap Toronto Advertising) and hold harmless Cheap Toronto Advertising, the Publishers, their subsidiaries, affiliates, and parent companies and each of their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to:
(i) any breach by Advertiser of any representation, warranty, covenant or other obligation contained in these Advertiser Terms or in any of the Product Terms;
(ii) the violation of any rights of any third party, including intellectual property, privacy, publicity, or other proprietary rights by Advertiser or anyone using Advertiser’s account;
(iii) the sale, license or provision of Advertiser’s goods or services;
(iv) Advertisers use of Competitive Keywords;
(v) our provision of tracking, including without limitation alleged violations of any federal or provincial privacy and related laws and regulations; or
(vi) any other act, omission or misrepresentation by Advertiser. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Advertiser. If we do not assume the fence of such a matter, Advertiser will reasonably cooperate with us in such defense. Advertiser will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without our prior written consent.
Except as may be required by applicable law, Advertiser shall not disclose the contents of this Agreement to any third party (other than its employees and representatives who are made aware of and agree to this restriction) without our prior written consent.
10. DISCLAIMER OF WARRANTIES.
We provide the platform and all advertising services performed hereunder on an “as is” and “as available” basis, without any warranty of any kind and without any guarantee of continuous or uninterrupted display or distribution of any ad or other advertising products or services. In the event of interruption of display or distribution of any ad or other advertising products or services, our sole obligation will be to restore service as soon as practicable. We disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. We will have no liability for any:
(I) errors, mistakes, or inaccuracies of content or information;
(ii) claims relating to breach of intellectual property laws or defamation;
(iii) personal injury or property damage resulting from advertiser’s access to or use of the offerings;
(iv) unauthorized access to or use of our servers or of any personal or financial information;
(v) interruption of transmission to or from the our services;
(vi) bugs, viruses, trojan horses, or the like which may be transmitted on or through our services by any third party;
(vii) loss or damage of any kind incurred as a result of the use of any content posted, e-mailed, transmitted, or otherwise made available on or through our services; or
(viii) matters beyond its or their reasonable control. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party on or through the offerings or any linked web site. No advice or information, whether oral or written, obtained by advertiser from us or through our services will create any warranty not expressly made in these advertising services terms. Without limiting the generality of the foregoing, we make no guarantees with respect to the performance or placement of any ad or campaign.
a) Governing Law/Venue. This Agreement will be governed and construed in accordance with the laws of the Province of Ontario without giving effect to conflict of laws principles.
b) Entire Agreement/Amendment. This Agreement sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. It may be changed only by a writing signed by both parties.
c) Notices. Any written notices to us required under this Agreement shall be provided by registered mail with proof of delivery to our then current main address (as shown on www.cheaptorontoadvertisingl.com), Attn: General Counsel and by email to firstname.lastname@example.org. Notices shall be deemed delivered 72 hours after posted in the mail.
d) Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
e) Assignment. Advertiser may not assign this Agreement without the prior written consent of ReachLocal. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators and permitted assigns.
f) Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
g) Force Majeure. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.