Terms of Service

The following terms and conditions govern client ("Client") use of the service ("Service") offered by AdvertiseSpace Inc. ("AdvertiseSpace"). If Client does not agree to all the terms and conditions below Client is not permitted to use the Service. AdvertiseSpace may modify any of the terms and conditions ("Terms and Conditions") contained herein, at any time and at its sole and absolute discretion, by sending the revised Terms and Conditions to Client by e-mail, or by providing a public notice on the AdvertiseSpace website together with a link to the revised Terms and Conditions. If the new Terms and Conditions are unacceptable to Client, Client’s sole recourse and remedy is to terminate Client participation in the Service as provided for herein. Client’s continued participation in the Service after notice of these Terms and Conditions will constitute binding acceptance of all revisions.
1. AdvertiseSpace Sign-Up and Use
1.1 Client certifies that the information provided to AdvertiseSpace in the Client application completed to enroll in the Service is true and correct in all respects.
1.2 All applications for enrollment in and use of the Service are subject to approval by AdvertiseSpace in its sole and absolute discretion.
1.3 Once Client has been approved for enrollment in and use of the Service by AdvertiseSpace, AdvertiseSpace will assign Client a unique publisher ID for each separate website the Client has applied in respect of. Client must inform AdvertiseSpace if Client wishes to use the Service on any websites beyond those identified in the initial application, as each new website will need to be individually approved and setup for the Service. Enrollment of each new website is subject to approval by AdvertiseSpace in its sole and absolute discretion. Client may not use the Service on any website other than those for which Client has been approved by AdvertiseSpace.
1.4 Client agrees that so long as the Service is enabled on Client website(s), such website(s) will not contain any content that: (i) promotes violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, (ii) damages advertiser brands or reputations, (iii) does not add value to the content discovery creation or distribution process, (iii) violates intellectual property rights.
1.5 Client agrees that Client may only use the Service on Client’s own behalf and Client shall not engage in any commercial resale of the Service.
1.6 Client acknowledges that Client remains solely responsible for the development, operation, and maintenance of Client websites and for all materials that appear thereon.
2. Revenue Share Payments
2.1 AdvertiseSpace will make monthly payments to Client based on "PPC Revenue". The "PPC Revenue" shall be determined solely by AdvertiseSpace based on the ads displayed and the average number of daily valid click-throughs resulting from queries originating from the Client site, for the applicable calendar month and shall be comprised of revenue received less all applicable commissions payable by AdvertiseSpace, Taxes applicable to the Services, or Costs associated thereto.
2.2 AdvertiseSpace calculates Client’s share of PPC Revenue at the end of each calendar month based on the PPC Revenue received during that month. To receive a payment, the amounts owing to Client must exceed $25, otherwise the amounts owing will be carried forward to the next monthly payment period.
2.5 Client will be paid in U.S. dollars. For any commission payments received by AdvertiseSpace in currencies other than the U.S. dollar, the exchange rate used (i.e. the foreign currency to U.S. dollar rate) will be the lower of the exchange rate at the time AdvertiseSpace receives payment or the exchange rate of the date of payment to Client.
2.6 AdvertiseSpace shall not be liable for any payment (a) based on any fraudulent impressions or clicks generated by any person, bot, automated program or other device or for fraudulent clicks similarly generated on any Paid Listing, as reasonably determined by AdvertiseSpace and or its Partners; (b) based on listings delivered to end users whose browsers have JavaScript disabled; (c) AdvertiseSpace advertisements for its own products and/or services; (d) based on impressions co-mingled with a significant number of fraudulent impressions or fraudulent clicks described in (a) above; or (e) where Client is in breach of these Terms and Conditions; or (f) otherwise resulting from an impression or click deemed ineligible for payment by AdvertiseSpace, acting reasonably. . The determination as to whether payment is to be made shall be made by AdvertiseSpace in its sole and absolute discretion.
2.7 AdvertiseSpace reserves the right to withhold payment to Client in the event of any breach of this Agreement by Client.
3. Referral Program
3.1 Clients can refer publishers to AdvertiseSpace’s Service and earn 10% of the referred clients’ earnings, for 12 months from the date such client is accepted into the Service.
3.2 Clients may promote the program on their websites, as long as the website meets AdvertiseSpace’s program policies listed in this agreement.
3.3 To protect the integrity of the reputation of the AdvertiseSpace brand name, Clients may not promote the AdvertiseSpace Referral Program via certain forms of indiscriminate advertising, commonly referred to as "spamming."
3.4 Clients may not promote the AdvertiseSpace Referral Program via postings to non-commercial newsgroups or cross-postings to multiple newsgroups at once.
3.5 Clients may promote the AdvertiseSpace Referral Program via mailings to recipients who are already customers or subscribers to their Website's services, provided that the recipients have the option to remove themselves from future mailings. Further, Clients may promote the AdvertiseSpace Referral Program via newsgroup postings to newsgroups that specifically welcome commercial messages.
3.6 Clients may not refer other websites that they own in full or in part. However, once a client is accepted to AdvertiseSpace, the client may use the AdvertiseSpace code on their other sites as long as they meet the other requirements outlined in this document.
3.7 Clients may not promote the AdvertiseSpace Referral Program via promotion on third-party search engines.
3.8 In all promotions, Clients must clearly represent themselves as entities independent from AdvertiseSpace and the AdvertiseSpace Service.
AdvertiseSpace reserves the right at its sole discretion to modify the foregoing rules at any time. AdvertiseSpace reserves the right to take action against any person or entity that does not confirm to these rules.
4. Termination
4.1 These terms and conditions will remain in effect until Client participation in the Service has been terminated as set forth herein. AdvertiseSpace may immediately terminate Client participation at any time, with or without cause and for any reason, by giving Client notice of such termination. Client may terminate participation at any time, with or without cause and for any reason, by giving AdvertiseSpace 30 days prior notice of such termination.
4.2 Upon the termination of Client participation, Client will immediately cease use of, and as soon as practicable remove from Client website(s), all instances of any AdvertiseSpace software or technology provided to Client. Client shall only be eligible to earn commissions on qualifying transactions that occur up to the effective date of termination.
5. Data Collection and Ownership
5.1 AdvertiseSpace will collect and store the following information pertaining to Client participation in the Service: (i) Search terms entered by Client website users into search engines resulting in arrival at client website, (ii) Keywords highlighted in Client Website text (iii) Count of client website visitor hovers over AdvertiseSpace hyperlinked keywords (iv) Clicks on Client hyperlinked keywords or associated ads (v) commission amounts generated as a result of Client use of the Service, (vi) commission payments made to Client hereunder, (vii) bank and/or PayPal information to enable payment hereunder, (viii) other anonymous information, (vii) IP addresses of Client website users; (ix) and any other information that AdvertiseSpace deems relevant.
5.2 Client acknowledges and agrees that AdvertiseSpace shall own the foregoing information and may use such information in any manner in connection with its business.
6. Intellectual Property and Confidentiality
6.1 Nothing herein grants Client any rights to any intellectual or industrial property of AdvertiseSpace, including any inventions, works, trademarks, business names, web addresses or domain names.
6.2 AdvertiseSpace grants to Client a non-exclusive, non-transferable right to use any the Service software or technology provided to Client solely to the extent necessary for Client participation in and use of the Service. Client agrees to maintain such software and technology strictly confidential and AdvertiseSpace shall not disclose any software code or technology of AdvertiseSpace to any person or entity.
6.3 Client agrees not to disclose AdvertiseSpace’s Confidential Information without AdvertiseSpace’s prior written consent. "AdvertiseSpace Confidential Information" includes without limitation: (a) all AdvertiseSpace software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Service; (b) click-through rates or other statistics relating to site performance; and (c) any other information designated in writing by AdvertiseSpace as "Confidential" or an equivalent designation. It does not include information that has become publicly known through no breach by Client or AdvertiseSpace, or information that has been (i) independently developed without access to AdvertiseSpace Confidential Information as evidenced in writing; (ii) rightfully received by Client from a third party; or (iii) required to be disclosed by law or by a governmental authority.
7. Exclusion, Limitation on Liability and Indemnification
7.1 CLIENT AGREES THAT THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY, REPRESENTATION, CONDITION OR GUARANTEE OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES, REPRESENTATIONS, CONDITIONS OR GUARANTEES OF QUALITY, MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. In particular, AdvertiseSpace makes no guarantee regarding the level of impressions of or clicks on any Ad, the timing of delivery of such impressions and/or clicks, or the amount of any payment to be made to Client under this Agreement.
7.2 AdvertiseSpace'S ENTIRE AGGREGATE LIABILITY, REGARDLESS OF THE FORM OR CAUSE OF ACTION, DEMAND OR CLAIM, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, SHALL IN NO EVENT EXCEED THE COMMISSIONS RETAINED BY AdvertiseSpace FOR CLIENT SITE(S) IN THE SIX MONTHS PRECEDING THE MOST RECENT CLAIM. IN NO EVENT SHALL AdvertiseSpace BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF REVENUE OR OTHER ECONOMIC HARM) SUFFERED IN CONNECTION WITH THESE TERMS AND CONDITIONS OR CLIENT USE OF THE SERVICE HOWSOEVER CAUSED AND REGARDLESS OF THE FORM OR CAUSE OF ACTION, DEMAND OR CLAIM, WHETHER BASED ON CONTRACT OR TORT, INCLUDING NEGLIGENCE, AND EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THE OTHER PARTY OR AdvertiseSpace HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7.3 Client shall indemnify, defend and hold AdvertiseSpace and its directors, officers, employees, contractors, partners, agents, affiliates, successors and assigns, harmless from and against any and all losses, obligations, claims, damages, demands, liabilities, suits, actions, costs, fees and expenses whatsoever incurred, suffered or borne by or asserted against any such persons in any way relating to, arising out of or resulting from Client use of the Service or any breach of these terms and conditions by Client.
8. Miscellaneous
8.1 Any notice hereunder may be given as follows: (i) notice from Client to AdvertiseSpace may be made via e-mail to support@AdvertiseSpace.com; and (ii) notice from AdvertiseSpace to Client may be made by e-mail to the address on file for Client account with AdvertiseSpace.
8.2 AdvertiseSpace may publicize Client participation in the Service on its website and in its marketing and promotional materials.
8.3 Client may not assign or delegate any of Client rights and/or obligations under these terms and conditions without the prior written approval of AdvertiseSpace which may be unreasonably withheld.
8.4 Neither party shall be liable to the other by reason of any event arising, which is beyond the reasonable control of the affected party.
8.5 Each of the provisions herein are to be construed separately and independently of the other, and if any provision is found by any arbitrator, court or other judicial body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision will not affect the other provisions of these terms and conditions which will remain in full force and effect.
8.6 Neither party's failure to enforce the other party's strict performance of any provision of these terms and conditions will constitute a waiver of the first party's right to subsequently enforce such provision or any other provision herein.
8.7 Nothing herein shall be construed as creating a partnership or joint venture of any kind between Client and AdvertiseSpace. Neither party shall hold itself out to any third party as having authority to bind the other party nor create any liability on behalf of the same in any way.
8.8 These terms and conditions are governed exclusively by the laws of the Province of Ontario, Canada notwithstanding any principles of conflicts of law. To the extent permitted by applicable law, any claim, dispute or controversy between Client and AdvertiseSpace shall be determined by final and binding arbitration to the exclusion of the courts. Such arbitration will be conducted in Toronto, Ontario, Canada on a simplified and expedited basis by one arbitrator pursuant to the current laws and rules relating to commercial arbitration in Ontario. If the foregoing arbitration is not permitted by applicable law or any court with jurisdiction, Client irrevocably agrees that all claims, disputes or controversies shall be settled exclusively by the courts of the Province of Ontario.
Version Date: January 12, 2010.