This agreement ("Agreement") between You, the Advertiser and AD-CENTER.COM ("AD-CENTER.COM") consists of the
Insertion Order and the present Terms and Conditions ("Terms and Conditions"). A description of the pricing
is indicated in the Insertion Order. "You" or "Advertiser" means any entity identified in an enrollment form
submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf,
which shall also be bound by the terms of this Agreement.
Registration is subject to AD-CENTER.COM’s approval and Your continued compliance with the present terms
conditions as well as future changes as notified on the website (AD-CENTER.COM). AD-CENTER.COM reserves
right to refuse any applicant or participant at any time in its sole discretion.
By enrolling as an Advertiser, You represent that You are at least 18 years of age and agree that
AD-CENTER.COM may serve (a) your advertisements for which you are the owner or authorized
representative/broker on various third party websites and you represent that you are authorized to
such advertisements in a manner consistent with AD-CENTER.COM Policies including but not limited to (i)
media player(s), video content, mobile content and/or Other Properties in relation to the
For the avoidance of doubt, any reference in this Agreement or reference to an Advertiser’s “Ad”,
“Advertisement”, “Banner” or “Campaign” is part of the “Property”or “Properties” of the Advertiser
all images, designs, etc.
placing and reading cookies on your users’ browser, or using web beacons to collect information in
You also agree that if your advertisements change the services being offered, products being sold or any
material change whatsoever you will notify AD-CENTER.COM. Failure to do so will result in immediate
termination of your account without compensation.
Implementation of AD-CENTER.COM.
You agree to comply with the specifications provided by AD-CENTER.COM from time to time to enable proper
delivery, display, tracking, and reporting of Ads, Links, Search Results, in connection with Your
to You by AD-CENTER.COM in any way, unless expressly authorized in writing by AD-CENTER.COM (including by
You agree to direct to AD-CENTER.COM, and not to any publisher (website in which the ads will or may or have
appeared) any communication regarding any Ad(s) or Link(s) displayed in connection with Your Property(ies).
You agree and acknowledge that contacting the publisher may cause irreparable damage to AD-CENTER.COM’s
business and as such you will be held responsible for any and all issues from such breach.
You are solely responsible for the Property(ies), including all content and materials, maintenance and
operation thereof, the proper implementation of AD-CENTER.COM’s specifications, and adherence to the terms
of this Agreement. AD-CENTER.COM reserves the right to investigate, at its own discretion, any activity that
may violate this Agreement, including but not limited to any use of a software application in Ads, Links,
etc., or any engagement in any activity prohibited by this Agreement. AD-CENTER.COM is not responsible for
anything related to Your Property(ies), including without limitation the receipt of queries from end users
of Your Property(ies) or the transmission of data between Your Property(ies) and AD-CENTER.COM. In addition,
AD-CENTER.COM shall not be obligated to provide notice to You in the event that any Ad, Link, is not being
displayed properly however,AD-CENTER.COM will diligently work to ensure the system is in place and working.
In completing registration as an Advertiser with AD-CENTER.COM you confirm and attest that your
Advertisement/Property, any website which you are advertising for or redirects to or ‘lands’ on (landing
page) or any service/good being promoted does not offer, sell, promote, transmit, display, link to,
affiliate with in any way whatsoever content or the transmission of data that contains illegal or
material, fosters or promotes illegal activity, including but not limited to, child exploitation or
pornography of any kind, hate, racist or obscene material, illegal drugs, gambling which is illegal in
jurisdiction, the offering for sale of illegal weapons, and the promotion or publication of any material
that may violate hate crimes legislation. In doing so, AD-CENTER.COM shall immediately suspend or
Your account without prior notice. Further, AD-CENTER.COM will actively assist and cooperate with law
enforcement agencies and government authorities in collecting and tendering information about your
Advertisement, as well as those persons that may have inappropriately accessed, acquired, or used the
illegal or obscene content.
In addition, you confirm and attest that your Advertisement/Property, any website which you are
for or redirects to or ‘lands’ on (landing page) or any service/good being promoted does not offer,
promote, transmit, display, link to, affiliate with in any way whatsoever intellectual property for
you are not the rightful owner and does not promote, sell or is any way involved in intellectual
including trademark, copyright infringement of any kind without exception. In doing so, AD-CENTER.COM
immediately suspend or terminate Your account without prior notice. Further, AD-CENTER.COM will actively
assist and cooperate with law enforcement agencies and government authorities in collecting and
information about your Advertisement, as well as those persons that may have inappropriately accessed,
acquired, or used the illegal or obscene content.
By using AD-CENTER.COM, you confirm that you are the author and copyright owner and/or proper licensee
respect to any Advertisement or have express permission and you further represent and warrant that no
content violates the trademark or rights of any third party.
Further, you confirm and attest that your Advertisement/Property, any website which you are advertising
or redirects to or ‘lands’ on (landing page) or any service/good being promoted does not offer, sell,
promote, transmit, display, link to, affiliate with in any way whatsoever services or products which are
prohibited or illegal and such services or products offered do not contravene any law, statute,
act whatsoever. In doing so, AD-CENTER.COM shall immediately suspend or terminate Your account without
notice. Further, AD-CENTER.COM will actively assist and cooperate with law enforcement agencies and
government authorities in collecting and tendering information about your Advertisement, as well as
persons that may have inappropriately accessed, acquired, or used the illegal or obscene content.
AD-CENTER.COM shall be held harmless from all actions, demands, legal proceedings in relation to
goods or other offered through your properties and you agree to indemnify and hold AD-CENTER.COM
for all such third party and other actions.
You may terminate this Agreement by sending written notice of your desire to cancel to info@AD-CENTER.com.
This Agreement will be deemed terminated within ten (10) business days of AD-CENTER.COM’s receipt of Your
notice. AD-CENTER.COM may investigate any activity that may violate this Agreement. AD-CENTER.COM may at any
time, in its sole discretion, terminate all or part of the Agreement, or suspend or terminate the
participation of any Advertisement for any reason.
You agree not to disclose AD-CENTER.COM Confidential Information without AD-CENTER.COM’s prior written
consent. "AD-CENTER.COM Confidential Information" includes without limitation: (a) all AD-CENTER.COM
software, technology, programming, specifications, materials, guidelines and documentation; (b)
click-through rates or other statistics relating to AD-CENTER.COM and this Agreement; and (c) any other
information designated in writing by AD-CENTER.COM as "Confidential" or an equivalent designation.
AD-CENTER.COM Confidential Information does not include information that has become publicly known through
no breach by You or AD-CENTER.COM, or information that has been (i) independently developed without access
to AD-CENTER.COM Confidential Information, as evidenced in writing; (ii) rightfully received by You from a
third party; or (iii) required to be disclosed by law or by a governmental authority.
AD-CENTER.COM makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing
of delivery of such impressions and/or clicks, or of how many users will click on said ads. In addition, for
the avoidance of doubt,AD-CENTER.COM does not guarantee the Service as per this agreement will be operable
at all times or during any down time (i) caused by outages to any public Internet backbones, networks or
servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for
previously scheduled maintenance or (iv) relating to events beyond AD-CENTER.COM’s (or its wholly owned
subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental
action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area
where AD-CENTER.COM (or its wholly owned subsidiaries) or Your servers are located or co-located.
AD-CENTER.COM MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO
ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR
CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS,
LINKS, AND SEARCH RESULTS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-AD-CENTER.COM CONTENT,
AD-CENTER.COM SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH ADS, LINKS, AND SEARCH
Limitations of Liability; Force Majeure.
EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL
PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE THIS AGREEMENT, (i) IN NO EVENT SHALL EITHER
PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE
DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND.
EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS OF
LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE
PARTIES. WITHOUT LIMITING THE FOREGOING AND EXCEPT FOR PAYMENT OBLIGATIONS, NEITHER PARTY SHALL HAVE ANY
LIABILITY FOR ANY FAILURE OR DELAY RESULTING FROM ANY CONDITION BEYOND THE REASONABLE CONTROL OF SUCH PARTY,
INCLUDING BUT NOT LIMITED TO GOVERNMENTAL ACTION OR ACTS OF TERRORISM, EARTHQUAKE OR OTHER ACTS OF GOD,
LABOR CONDITIONS, AND POWER FAILURES.
Advertiser shall make payment in accordance with the payment terms as mutually agreed between the
Parties and stipulated in the relevant Insertion Order.Payment shall be based on amounts pre-determined
by the parties in the Insertion Order.
AD-CENTER.COM may change its pricing and/or payment structure at any time with proper notification in
writing (e-mail). The payments made under this Agreement are for use by You only and may not be
transferred or in any manner passed on to any third party unless expressly authorized in writing by
AD-CENTER.COM (including by e-mail).
Payment. Gst/Qst will be applicable for all Canadian/Quebec sales with Advertisers.
Payments shall be made directly from Advertiser to AD-CENTER.COM, unless otherwise agreed between the
Where the Advertiser makes payment directly to Publisher (rather than to AD-CENTER.COM), Advertiser
shall make such payments in accordance with the terms of the Insertion Order and all payments shall be
made in a timely manner. AD-CENTER.COM shall have no liability to Publisher or to Advertiser for
Where Advertiser does not complete payments in accordance with the terms of the Insertion Order, or in
accordance with the specified payment terms as mutually agreed between the Parties, a penalty shall be
levied at the rate of twenty percent (20%) on the outstanding amount.
You agree that failure to meet payment terms will result in irreparable harm and damages to
AD-CENTER.COM for which you will be responsible.
You agree that AD-CENTER.COM may use Your name and logo in presentations, marketing materials, customer
lists and financial reports with your written approval. Failure to which they will not be used.
Representations and Warranties.
You represent and warrant that (a) all of the information provided by You to AD-CENTER.COM for registration
is correct and current; (b) You are the owner of each Property or You are legally authorized to act on
behalf of the owner of such Property(ies) for the purposes of this Agreement; (c) You have all necessary
right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder;
and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and
regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or
privacy laws) in Your performance of any acts hereunder. You further represent and warrant that each
Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and
regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity
including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties
under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic,
hate-related or otherwise violent in content.
Your Obligation to Indemnify.
You agree to indemnify, defend and hold AD-CENTER.COM, its agents, affiliates, subsidiaries, directors,
officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners,
licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and
against any and all third party claims, liability, loss, and expense (including damage awards, settlement
amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to
or which may arise from Your use of the present agreement, the Property(ies), and/or Your breach of any term
of this Agreement.
You acknowledge that AD-CENTER.COM owns all right, title and interest, including without limitation all
Intellectual Property Rights (as defined below), in (including AD-CENTER.COM’s ad serving technology, search
technology, referral technology, and Brand Features, including implied licenses, and excluding items
licensed by AD-CENTER.COM from third parties and excluding any third party media player that may comprise
the Property), and that You will not acquire any right, title, or interest in this agreement except as
expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from,
decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any AD-CENTER.COM
services, software, or documentation, or create or attempt to create a substitute or similar service or
product through use of or access to the service or proprietary information related thereto. You will not
remove, obscure, or alter AD-CENTER.COM’s copyright notice, Brand Features, or other proprietary rights
notices affixed to or contained within any AD-CENTER.COM services, software, or documentation (including
without limitation the display of AD-CENTER.COM’s Brand Features with Ads, Links, Search Boxes, Search
Results, and/or Referral Buttons, as applicable). "Intellectual Property Rights" means any and all rights
existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights
law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and
any and all other proprietary rights, as well as, any and all applications, renewals, extensions,
restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
Ad Creatives/ Landing Pages/ Sign-up Pages
Accuracy and Clarity.
All pertinent details of an advertisement must be clear and understandable to all audiences. All claims and representations must be supported by competent and reliable evidence, which the advertiser will disclose upon request.
The advertiser must be clearly identified in the advertisement.
All guarantee or warranty must be fully explained as to conditions and limits and the name of the guarantor or warrantor must be provided, and indicated where such information may be obtained.
Testimonials, endorsements or other representations of opinion or preference must reflect the genuine, reasonably current opinion of the individual(s), group or organization making such representations, must be based upon adequate information about or experience with the identified product or service and must not otherwise be deceptive.
No advertiser shall imitate the copy, slogans or illustrations of another commercial business in a manner as to mislead the consumer.
Advertisements must not, without reason justifiable on educational or social grounds, display a disregard for safety by depicting situations that might reasonably be interpreted as encouraging unsafe or dangerous practices or acts.
You are expressly prohibited from using any means, devices, or arrangements, directly or indirectly, to commit fraud, misrepresent the content available on the Services, violate any applicable law or regulation, interfere with other affiliates, falsify information in connection with the Services or exceed your permitted access to Ad-Center website or Program, or otherwise engage in unlawful, impermissible, or inappropriate activities in connection with the Program.
Your Ads shall not contain (by act or omission) deceptive, false, or misleading content, or any content which is presented in a deceptive, false, or misleading way, including deceptive, false, or misleading claims, offers, or business practices. You are further prohibited from engaging in any acts or practices that are (by act or omission) deceptive, false, misleading, aggressive, or otherwise unfair in connection with your Ads. These prohibited activities include, without limitation, advertising any video content as being available that is not in fact available directly from the advertised service and any practice of disguising (cloaking) any Ad with different content or a different landing page or presenting products or features that cannot in fact be supplied.
Ad-Center shall have the right, in false advertising or cloaking attempts, misrepresentations or other prohibited activities, to ban Your Advertiser Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. In any case Ad-Center shall make all determinations about such activity in its sole discretion.
or such other URL as AD-CENTER.COM may provide from time to time),
all information You provide, including but not limited to Property demographics and contact and billing
information. You agree that AD-CENTER.COM may transfer and disclose to third parties personally identifiable
information about You for the purpose of approving and enabling Your registration to the service, including
to third parties that reside in jurisdictions with less restrictive data laws than Your own. AD-CENTER.COM
may also provide information in response to valid legal process, such as subpoenas, search warrants and
court orders, or to establish or exercise its legal rights or defend against legal claims. AD-CENTER.COM
disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information
by any such third party. AD-CENTER.COM may share non-personally-identifiable information about You,
including Property URLs, Property-specific statistics and similar information collected by AD-CENTER.COM,
with advertisers, business partners, sponsors, and other third parties. In addition, You grant AD-CENTER.COM
the right to access, index and cache the Property(ies), or any portion thereof, including by automated means
including Web spiders or crawlers.
This Agreement shall be governed by the laws of the Province of Quebec, except for its conflicts of laws
principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in
Montreal, Quebec. This Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both
parties, by Your online acceptance of updated terms, or after Your continued registration with the service
by AD-CENTER.COM after such terms have been updated by AD-CENTER.COM. The failure to require performance of
any provision shall not affect a party's right to require performance at any time thereafter, nor shall a
waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or
a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be
modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in
full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such
attempt may result in termination of this Agreement, without liability to AD-CENTER.COM. Notwithstanding the
foregoing, AD-CENTER.COM may assign this Agreement to any affiliate at any time without notice. The
relationship between AD-CENTER.COM and You is not one of a legal partnership relationship, but is one of
This agreement was last updated on 12.06.2017