Adnium

Terms and Conditions

Effective Date: January 17, 2023

This terms-of-service agreement is between BRAANCH INTERACTIVE INC. d/b/a ADNIUM, an Ontario corporation ("Adnium"), and you, the individual or entity signing up. Please read this agreement carefully before registering or using the Adnium platform, accessible at Adnium.com ("Platform"). Participation in the Platform constitutes your acceptance of this agreement. If you do not agree to this agreement, you must not register or participate in the Platform.

Definitions In this agreement, the following definitions apply:

"Adnium Network" means the advertising network operated by Adnium.

"Ad Serving Platform" means the technology and service that places advertisements on Websites, including advertising software that has been licensed to Adnium and that Adnium grants sub-licenses to Publishers and Advertisers participating in the Adnium Network subject to this agreement.

"Advertiser(s)" means one or more Adnium customers that create the Advertising Material and authorize Adnium as its intermediary to include it on the Publisher's Website(s).

"Advertising Material" means the text, graphics, logos, designs, trademarks, and copyrights for any type of advertising including, but not limited to banners, text ads, pop-ups, and pop-unders created by an Advertiser.

"AUP" means the acceptable use policy located at https://adnium.com/aup, which constitutes part of this agreement.

"CPM" means cost per mil.

"Dashboard" means the interface provided by Adnium to clients (Publishers, Advertisers, and nonparties) to buy and sell traffic on the Adnium Network.

"Impressions" means the number of times Advertising Material is served to a person visiting the Publisher's Website(s).

"Insertion Order" means a written authorization to display advertisement on Publisher's Website(s).

"Publisher(s)" means one or more Adnium customers responsible for the distribution of online Advertising Material on Publisher's Website(s).

"Publisher Earnings" means the percentage of the sale price of advertisements in connection with Publisher's Website(s) as determined by Adnium for Publisher's use of the Platform.

"Publisher's Website(s)" means the space, including without limitation, homepage, website, or email where the Publisher(s) incorporate or embed the Advertising Material.

"Unique Click" means the number of times, as recorded by Adnium's Ad Serving Platform, a user visiting Publisher's Website(s), as identified by IP address, clicks on Advertising Material. A click on Advertising Material by a particular visitor will only be counted as a Unique Click once every 24-hour period.
Adnium Network Participation Participation in the Adnium Network is subject to your continued compliance with this agreement and the AUP. We may require you to provide proof of identification before or during your participation in the Adnium Network. You must be at least 18-years old and the age of majority in your jurisdiction to participate in the Adnium Network. Adnium may refuse participation to any applicant or participant at any time and for any reason, including country of residence, reputation, and associations. Adnium may change, suspend, or discontinue the Adnium Network at any time without notice or liability. You state that you are legally permitted to use the Platform and take full responsibility for the selection and use of the Adnium Network.
Nature of Platform Advertiser(s) markets and advertises their goods and services using Advertising Material, and Publisher(s) incorporates or embeds the Advertising Material into the Publisher's Website(s) through the Adnium Network using the Ad Serving Platform. Adnium also provides guidance to help Advertiser(s) and Publisher(s). Adnium is a service provider and has no effective knowledge about the content on the Publisher's Website(s) or in the Advertising Material created by the Advertiser(s), which is published on the Publisher's Website(s). Publisher and Advertiser are the only responsible parties for that content and shall indemnify Adnium against any responsibility, infringement, damage, or loss regarding that content. If any content is illegal or violates any law, including any intellectual property laws, or otherwise breaches this agreement or the AUP, please request removal at support@adnium.com, so we can remove and prevent access to it.
Publisher Eligible Website(s).
1. Adnium may approve or deny a Publisher's participation at any time. If not approved, Publisher will not receive payment of the revenue displayed in its Dashboard. It is the Publisher's obligation to ensure it complies with Adnium's eligibility rules at all times. The following are examples of Publisher's Website(s) that are not eligible for participation on the Adnium Network:
  1. Websites that contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or that promotes copyright piracy.
  2. Websites with reference to illicit practices or shock human dignity; content with pornographic character staging minors (miners); content apologizing for nonviolent criminal behavior; content apologizing for war crimes and crimes against humanity; or content provoking discrimination, hate, or violence towards a person or towards a group of persons at the rate of their origin or of the group they belong to (an ethnic group, a nation, a race, or a religion). Any description will be automatically recorded and shown to the proper authorities.
  3. Websites that participate in or transmit inappropriate newsgroup postings or unsolicited email (spam) and unsolicited communications by equivalent electronic means (i.e., SMS, chat, social networks, etc.).
  4. Websites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, "phreaking", etc.).
  5. Websites with illegal, false, or deceptive investment advice.
  6. Websites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.).
  7. Websites that are under construction or incomplete.
  8. Websites with extremely limited audiences or viewership (less than 50 unique visitors a day).
  9. Websites that contain any content violating Canadian laws or the laws of any other country (if applicable), including those that violate Canadian intellectual property, personal data, or privacy laws. Publishers Website(s) shall not violate any law, regulation, rule, or custom or violate, infringe, or misappropriate any person's or entity's rights, including without limitation any property or privacy rights, including intellectual property rights, including copyrights, trademark rights, or publicity rights (that is, name, image, or likeness).
  10. Websites generated through free blogging or free forum platform.
  11. Websites with more than six ads a page, websites with more than two pop-ups or pop-unders, and websites with more than one exit pop-up (all ad networks or affiliate programs together).
  12. Websites presenting no added value to the users.
  13. Websites that otherwise violate the AUP.
2. Adnium does not control or monitor Publisher's Websites. However, a website might be brought to its attention or may be checked for any reason. If Adnium determines that Publisher's Website(s) includes any forbidden content, Adnium may close Publisher's account without notice. In that case, as liquidated damages for breaching this agreement, Publisher will not receive payment of any amounts remaining in its Dashboard, regardless of any other or further liability Publisher incurs.
Misuse
1. Any form of misuse, including procuring business transactions by unfair methods or inadmissible means that violate law or this agreement, is prohibited.
2. Publishers are prohibited from trying to obtain commissions by procuring business transactions themselves or through a nonparty using the Advertising Material, tracking links, or other technical aids provided to them in the context of the Adnium Network using one or more of the following methods:
  1. Fraudulently pretending or faking business transactions, for example by entering nonparty data without authorization or by providing false or nonexistent data when ordering goods or registering online;
  2. Using Advertising Material that enables tracking although it is not displayed at all, not visibly, or not in the manner or size stipulated by the Advertiser;
  3. Brand-Bidding; or
  4. Any other method prohibited in the AUP or that otherwise violates the spirit of this agreement or the AUP.
3. Any form of misuse will lead to the blocking of the Publisher's accounts immediately. Publishers may raise an objection within a month to provide a statement and evidence that the chosen form of advertising has been in accordance with this agreement. If the Publisher cannot refute the breach of this agreement, Adnium will issue a notice of termination. If a breach of this agreement, the Publisher will not receive any payment, regardless of any other or further liability Publisher incurs.
4. Fraudulent Impressions. Adnium's ad server will be the official counter for determining the number of Advertising Material delivered under and amounts payable under this agreement. Counts of impressions or clicks will be decided solely based on reports generated by the Adnium Network. Any method to artificially or fraudulently inflates the volume of impressions or clicks is prohibited. These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, running "spiders" against the Publisher's Website(s), automatic redirecting of users, or any other technique of generating automatic or fraudulent (as determined by Adnium, acting reasonably, or based on industry practices) click-through or impressions, including those set out in the AUP. Advertising Material must not be placed on a page that reloads automatically. Publisher must not require users to click on Advertising Material before entering a Publisher's Website or any area in a Publisher's Website or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher's clicks-throughs of any link other than Adnium's Advertising Material or use of any other means of artificially enhancing click results is a material breach of this agreement, and on that occurrence, Adnium may terminate this agreement without prior notice. That termination is at Adnium's sole discretion and is not in place of any other remedy available at law or equity.
5. Publisher(s) shall indemnify Adnium against any liabilities, losses, or damages that are directly or indirectly derived from their breach of this agreement.
Communications Solely with Adnium. You must direct all communications relating to the Adnium Network to Adnium and not to any advertiser or publisher.
Publisher Payment
1. Payments. Publisher payments will be made twice a month on the 1st and 16th day of each month for the period covering the two previous weeks and deposited in the Publisher's Adnium account. Payments will be calculated solely based on records maintained by Adnium. No other measurements or statistics will be accepted by Adnium or have any effect under this agreement. The Publisher may withdraw the earned balance at any time, on condition that the earned balance is greater than or equal to Publisher's minimum payable amount (as agreed by the parties). Adnium will process withdrawal requests within seven days. If Publisher's earned balance is less than Publisher's minimum withdrawal amount, no payment will be made. Adnium is not responsible for paying any income taxes, banking commissions, or currency fees for Publisher. By participating in the Adnium Network, Publisher is solely responsible for any taxes, banking commissions, or currency fees owed as a consequence of it. To ensure proper payment, Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher's account.
2. Liability for Publisher's Revenue. Publisher understands that Adnium acts solely as a third party for Advertisers and that Adnium will only be liable to Publisher for Publishers Revenue based on payments from Advertisers that it has received without restrictions that constitute immediately available funds to Adnium. Publisher acknowledges that (i) Adnium will have no liability or obligation to Publisher for payments due but unpaid from Advertisers; (ii) Publisher will only assert any claims for it directly against the Advertisers; and (iii) Publisher shall indemnify Adnium against any claims or liability related to those unpaid amounts. Adnium will make every reasonable effort to timely bill, collect, and clear payment from the Advertisers. Adnium will not be liable for any payment based on (1) any fraudulent impressions or clicks generated by any person, robot, automated program, or similar device or for fraudulent impressions or clicks similarly generated on any advertisements, as reasonably determined by Adnium; (2) advertisements delivered to end users whose browsers have JavaScript disabled; or (3) impressions commingled with a significant number of fraudulent impressions or fraudulent clicks described in (1) above, or as a result of another breach of this agreement or the AUP by Publisher. Adnium may withhold payment or charge back Publisher's account due to any of the preceding or any breach of this agreement or the AUP by Publisher. In addition, if Publisher is past due on any payment to Adnium, Adnium may withhold payment until all outstanding payments have been made. Adnium may withhold, stop, or cancel any payments due to Publisher or disclose any information regarding the Publisher if it is required to do so by a court or administrative authority.
3. Disputes. If Publisher disputes any payment made under this agreement, Publisher must notify Adnium in writing within 30 days of any such disputed payment. Failure to notify Adnium within 30 days of the disputed payment will constitute a waiver by Publisher of any claims related to that disputed payment.
Advertising Material
1. Adnium tag. Publisher(s) shall place the Adnium tag on all appropriate pages within its website(s). Publisher(s) shall not alter, sell, or disclose the Adnium tag in any way without Adnium prior written consent. The Adnium tag for Advertising Material must not be used on a web page other than one located at an approved Publisher's Website and must not be distributed or submitted to any newsgroup, email distribution list, chat room, guest books, or other location that Adnium has not approved.
2. Recording of Service Counts. Adnium is solely responsible for calculating statistics, including Impressions, click-through rate, revenues, and CPM. UTC Time will be the time for traffic and tracking purposes. Statistics will be available to Publisher online in the Adnium Dashboard. Publisher understands that Adnium's online statistics might not be 100% accurate and that Adnium may make adjustments to Publisher's online statistics. If coding on Publisher's Website(s) generates substantial number of erroneous impression due to a technical problem including server malfunction, coding alteration, or a mistake in entering code, Adnium may withhold payment on all Impressions and clicks delivered by Publisher.
3. Volume of impressions. Adnium cannot guarantee any volume of traffic. Impressions can differ from one day to another after the performances of the site targeted.
4. Ad Serving Platform. Statistics of impressions and revenues will be provided by Adnium. Ad Serving Platform will govern this agreement.
Advertising Budget
1. Advertiser shall prepay its advertising budget. Advertiser shall pay all charges in U.S. Dollars or in that other currency as agreed to in writing by the parties. Unless agreed to by the parties in writing, Advertiser shall pay all charges in accordance with the payment terms in the applicable campaign settings, including applicable taxes. Charges are exclusive of taxes. Customer is responsible for paying all taxes, government charges, and reasonable expenses and legal fees Adnium incurs collecting unpaid amounts. If permitted by law, Advertiser hereby waives all claims relating to charges (including without limitation any claims for charges based on suspected invalid clicks) unless claimed within 60 days after the charge (this does not affect Advertiser's credit card issuer rights). Charges are solely based on Adnium Ad Serving Platform measurements, unless otherwise agreed in writing. Nothing in this agreement or an Insertion Order will obligate Adnium to credit any party. Advertiser acknowledges that any credit card and related billing and payment information that Advertiser provides to Adnium might be shared with companies who work for Adnium, including payment processors and credit agencies, solely to check credit, effect payment to Adnium, and service Advertiser's account. Adnium may withhold deposit or charge Advertiser's account due to any breach of this agreement by Advertiser. Nothing in this agreement requires Adnium to extend credit to any party.
Canadian Sales Taxes
1. Doing Business Outside Canada. If you provide us with an address outside Canada, we will assume that you are not a resident of Canada and that you do not have a permanent establishment in Canada, as both of these terms are defined in the Excise Tax Act (Canada), and accordingly, no Goods and Services Tax ("GST"), Harmonized Sales Tax ("HST"), or Quebec Sales Tax ("QST") will apply to any charges invoiced by Adnium.
2. Doing Business within Canada. If you provide us with an address in Canada, we will assume that for tax purposes, you are ordinarily a resident in Canada, and accordingly, GST, HST, or QST may apply to any charges invoiced by Adnium. Any taxes will be based on rates as published by the Canada Revenue Agency and otherwise as applicable for each Province in Canada from time to time.
Advertiser Refund Policy. Non refunds will be made for any delivered ad impressions. Once an Advertiser makes an initial deposit in the Adnium Ad Serving Platform, Advertiser may request a withdrawal of the account balance if Advertiser isn't satisfied with the Platform and is otherwise in compliance with this agreement and the AUP. If Advertiser's account balance is less than Advertiser's minimum withdrawal amount (as agreed to by the parties), no payment will be made. Advertisers canceled / terminated by Adnium for violating this agreement or the AUP are not entitled to a refund. Withdrawals requested by the Advertiser will be completed within seven days. Adnium does not under any circumstances issue any refunds on credit cards.
Publicity. Adnium may use your name and logo in presentations, marketing materials, customer lists, financial reports, and website listings of customers or ads. If you want to use Adnium's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, you may do so, so long as that use complies with this agreement.
Statements of Fact
1. Publisher states that the following facts are accurate and will continue to be accurate during this agreement:
  1. All content, products, and services on the Publisher's Website(s) are legal to distribute; that it owns or has the legal right to use the preceding; and that the preceding will not infringe, any copyrights, trademarks, patents, or other proprietary rights;
  2. The Publisher's Website(s) do not, and will not during this agreement, contain any material described in section 5 of this agreement or the AUP;
  3. The Publisher's Website(s) are free of any "worm", "virus", "malware", or other device that could impair or injure any person or entity;
  4. It is generally familiar with the nature of the Internet and will comply with all rules and regulations that might apply and it will conduct its business in compliance with all laws, rules, and regulations;
  5. It has full legal power and authority under its organizational documents to enter into this agreement and to perform the obligations contained in this agreement and the signing of this agreement and the performance of its obligations by Publisher(s) will not conflict with or cause a breach or violation of any agreement, law, regulation, or other obligation to which Publisher(s) is a party or subject to; and
  6. It respects the prohibition of unsolicited advertisement ("Spam") when sending Advertising Material by email or by any other equivalent electronic communications means and it obtains the consent of each recipient before sending emails or electronic communications (if Adnium requests, Publisher must provide written evidence of that consent).
2. Advertiser states that none of the advertising or Advertising Material:
  1. Contains any material that consists of paraphilia or scatological activities;
  2. Contains any material that contains child sexual abuse material (CSAM);
  3. Contains any material that offers illegal products or services;
  4. Promotes incentives for online activity to surf websites, click on ads, or any activity that artificially enhances website or advertiser metrics;
  5. Promotes violence, racial intolerance, or advocacy against any individual, group, or organization;
  6. Promotes fake documents, copied material, or paper mills;
  7. Contains any unauthorized use of nonparty trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner or is likely to dilute the value of a known trademark;
  8. Promotes drugs or any related paraphernalia;
  9. Promotes or facilitates prostitution or sex trafficking;
  10. Sells or offers certain weapons, alcohol, tobacco, or any related paraphernalia for sale (advertisements for electronic cigareTes are permitted but cannot contain tobacco);
  11. Promotes or tries to profit from human tragedy or suffering;
  12. Promotes illegal activities that infringe on the rights of others, including intellectual property rights;
  13. Promotes gambling or online bemng that allows US registrations where prohibited by local law (any gaming advertisement must be pre-approved, meet a minimum monthly budget requirement, and block prohibited U.S. registrations using geolocation and other advanced risk controls);
  14. Promotes gambling websites where regulations forbid those promotions. Any Advertiser wishing to promote gambling website states that it is legally entitled to promote those gambling sites and that it is entitled, under any regulations, to do so through Adnium Network and in the particular jurisdictions it wishes to advertise. Advertiser also states that Adnium will incur no liabilities in allowing Advertiser to promote the gambling websites. Advertiser states that it is in compliance and aware that certain jurisdictions forbid promoting gambling websites and require that gambling operators hold a license valid in that jurisdiction before allowing users connected from IP addresses belonging to those jurisdictions. Pre-approval received from Adnium will not be construed as Adnium having checked Advertiser's compliance and will not affect Advertiser's liability for its failure to comply with the statements set out here;
  15. Contains content that targets individuals under 18-years old;
  16. Any material that does not respect particular advertising rules added in the Dashboard for specific Publisher's Website(s); and
  17. Violates the AUP.
Termination; Cancelation
1. Adnium may at any time immediately terminate this agreement or cancel any ad(s) with or without cause. Adnium will make reasonable efforts to notify Advertiser(s), Publisher(s), and nonparties through email of any such termination or cancellation within a reasonable period.
2. Advertiser(s) may cancel any ads or terminate this agreement with or without cause at any time by deactivating a campaign in the Dashboard.
3. Publisher(s) may cancel or terminate this agreement by removing the Adnium JavaScript Tag from the Publisher's Website(s).
4. If either party does not fulfill a material obligation defined in this agreement, the other party may terminate this agreement 60 days after written notice to the party in breach, on condition that the material breach remains uncured, without prejudice of the right to claim the damages caused to the nonbreaching party.
Confidentiality
1. You shall not disclose Adnium Network Confidential Information without Adnium's prior written consent. "Adnium Network Confidential Information" includes without limitation: (i) all Adnium Network software, technology, programming, technical specifications, materials, guidelines, and documentation you learn, develop, or obtain that relate to the Adnium Network; (ii) click-through rates or other statistics provided to you by Adnium; and (iii) any other information designated in writing by Adnium as "confidential” or any designation to the same effect. Adnium Network Confidential Information does not include information that has become publicly known through no breach by you or Adnium, or information that has been (1) independently developed without access to Adnium Network Confidential Information, as evidenced in writing; (2) righIully received by you from a nonparty; or (3) required to be disclosed by law or by a governmental authority.
2. Publisher acknowledges that Adnium might be ordered by a court or administrative authority to disclose information regarding the services being provided to the Publisher or to disclose Publisher's identity under certain circumstances and specifically where Publisher's Website(s) contain(s) or link(s) to unauthorized copyrighted materials from nonparties. Adnium may disclose that information on receiving a request for disclosure from a court or administrative authority that Adnium reasonably considers as being competent to issue such a request.
Data Protection
1. Each party shall include conspicuously on its website(s) a privacy policy that describes how that party collects, uses, stores, and discloses user's personal data if any is collected, including without limitation email addresses, and instructs users how to opt- out of those practices.
2. Adnium has a Privacy Policy on its website that explains how we use personal data that you provide to us or that we gather from you and the measures we take to protect your privacy. The Privacy Policy also details how you may request that we amend or delete your personal data from our records and how to request that we stop all contact with you. Please read the Privacy Policy carefully because once you use our services you will be regarded as having read and accepted its terms.
3. In accordance with our Privacy Policy, Adnium may transfer your personal data to providers who require access to your personal data to provide the services that Adnium has requested from them, and with whom Adnium has entered into confidentiality and data processing agreements that are necessary and mandatory by the privacy protection regulation. Some of the technology service providers hired by Adnium are located in countries that do not have a data protection regulation equivalent to the European Union. These service providers have signed the confidentiality and data processing agreements required by the regulation, which apply the warranties and safeguards needed to preserve your privacy. For further information regarding warranties to your privacy, you may contact Adnium at the electronic or postal addresses indicated in the Privacy Policy.
  1. Publisher's privacy policy available to end users shall disclose that nonparty advertisers may place cookies on the browsers of visitors to Publisher's Website(s). In accordance with EU Directive 2002/58/EC as amended by Directive 2009/136/EC, Publishers must provide end users with clear and comprehensive information regarding any devices (including cookies or local shared objects) in use at their websites for storing information in the user's terminal equipment or retrieving already stored information from that terminal equipment. Publishers must also implement an opt-in system that ensures that the prior and informed consent is obtained from end users in the European Union before any such devices are used or installed in the end users' terminal equipment.
  2. Adnium makes the cookies information available to the Publisher in its Privacy Policy and Publisher shall disclose detailed information on Publisher Website(s) regarding the cookies being placed by Adnium on the browsers of visitors to Publisher's Website(s).
4. Each party states to the other that, during this agreement, it will comply with all rules and regulations governing privacy and data protection.
No Guarantee. Adnium is not making any guarantee about the level of impressions of ads or clicks on an ad, the timing of delivery of impressions or clicks, the completion of referral events, or the amount of any payment to be made to you under this agreement. You acknowledge that past ad performance does not guarantee or suggest similar future performance. You further acknowledge that sophisticated click fraud exists, is not preventable, and that new methods may come into existence.
Disclaimers
1. Adnium has no special relationship with or fiduciary duty to you and has no control over, and no duty to take any action regarding, any of the following: (a) which users gain access to the website, services, or the Platform; (b) what content you access or receive through the website or services ("Content”); (c) what Content other Advertisers and Publishers may make available, publish, or promote in connection with the Adnium Network; (d) what effects any Content might have on Advertisers or Publishers or their users or customers; (e) how you or your users or customers might interpret, view, or use the content of the website; (f) what actions you or your users or customers might take as a result of having been exposed to any Content; or (g) whether the Content is being displayed properly in connection with the Adnium Network.
2. If you are a Publisher, you acknowledge that Adnium has no control over (and is merely a passive conduit for) any content that might be submitted or published by any advertiser, and you are solely responsible (and assume all liability and risk) for determining whether that content is appropriate or acceptable to you. If you are an Advertiser, you acknowledge that Adnium has no control over any content that might be available or published on any publisher website (or otherwise), and you are solely responsible (and assume all liability and risk) for determining whether that content is appropriate or acceptable to you. You hereby release Adnium from all liability in any way relating to your acquisition (or failure to acquire), provision, use, or other activity regarding content in connection with the Adnium website or services. The Adnium website may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. Adnium is not making any statement concerning any content contained in or accessed through the Adnium website or services, and Adnium will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Adnium website or services.
3. The services, content, and Adnium website are provided "as is,” without making any warranty, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Adnium is not making any warranty that the results of use of the services, including, without limitation, the results of any advertising campaign, and you assume all risk and responsibility regarding it. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitations might not apply to you. Adnium will use reasonable efforts to secure but makes no guarantee of confidenPality or privacy of any communication or information transmiied on or through the website, services, or any website linked to the website.
Indemnification; Limitation of Liability
1. Indemnification. You shall indemnify Adnium and its officers, directors, shareholders, successors, affiliates, employees, agents, and representatives against all costs, claims, demands, liabilities, expenses, losses, damages, and legal fees arising from any claims and lawsuits or proceeding for libel, slander, copyright, and trademark violation and all other claims resulting from (i) the participation on the Adnium Network, (ii) operation of the Publisher's Website(s) submitted to Adnium for participation on the Adnium Network, or (iii) otherwise arising from a relationship with Adnium. You shall also indemnify Adnium for any legal fees incurred by Adnium, acting reasonably, in investigating or enforcing its rights under this agreement. Advertiser shall indemnify Adnium against any liabilities, losses, or damages that are directly or indirectly derived from Advertiser's breach of this agreement.
2. Limitation of Liability. Neither party will be liable for breach-of-contract damages that the breaching party could not reasonably have foreseen at the Pme of breach. You state that you have no knowledge of any special circumstances to which you are subject that would render reasonably foreseeable any damages for breach of this agreement that otherwise would not have been reasonably foreseeable. You acknowledge that it follows from the previous sentence that you have no basis for bringing under this agreement a claim against Adnium for damages arising from special circumstances, and you hereby waive any right to bring a claim against Adnium for damages arising from any of the following: (a) loss of use; (b) loss of services; (c) loss of profits; (d) loss of revenues; (e) loss of goodwill; (f) loss of contracts; (g) loss of data; (h) loss of privacy; (i) loss of business or opportunity; (j) computer failure related to your access of or your inability to access the Adnium Network, the services, or the website; or (k) cost of obtaining subsPtute services related to the Adnium Network, the services, or the website.
Indemnification; Limitation of Liability
1. Adnium may amend the provisions of the present agreement that are minor in scope or nature and do so without citing any reasons, on condition that those modifications do not lead to the agreement as a whole being restructured. Adnium shall communicate by email or electronic means or through the Dashboard the modified conditions at least two weeks before the effective date. Publishers who do not object in writing to the modification within four weeks after the receipt of the communication will be deemed to have accepted the respective modification. Adnium shall specifically indicate the possibility of objecting to the modification and the consequences of the four-week deadline.
2. If the Publisher(s) objects to the new (modified) terms, Adnium's request to so modify them will be deemed to have been rejected. The agreement will then be continued without the proposed modification. The right of the parties to terminate their participation on the Adnium Network remains unaffected by it. The possibility of terminating the agreement will also be indicated specifically.
No soliciting. During this agreement, and for one year after its termination for any reason, Advertiser shall not do business directly or indirectly with any Publisher listed on the Adnium Network, or directly or indirectly solicit or induce that Publisher to do business directly with the Advertiser. Advertiser understands that this prohibition is a key consideration and inducement for Adnium to enter into this agreement with Advertiser, and to provide the services under it.
Indemnification; Limitation of Liability
1. Ontario law governs all adversarial proceedings arising out of this agreement or access or use of the Platform or the Adnium Network.
2. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising out of this agreement or use of the Platform or the Adnium Network (other than any proceeding initiated by Adnium seeking an injunction, a restraining order, or any other equitable remedy to which Adnium is entitled under this agreement), a party may demand that the dispute be resolved by arbitration administered by ICDR Canada in accordance with its Canadian Arbitration Rules, and each party hereby consents to any such dispute be so resolved. Judgment on any award rendered in any such arbitration may be entered in any court having jurisdiction. Any arbitration commenced in accordance with this section must be conducted by on arbitrator; must be conducted in English; and must be conducted virtually by Zoom (or similar software) or in person in Toronto, Ontario, Canada. The arbitrator must not award punitive damages in excess of compensatory damages. Each party hereby waives any right to recover any such damages in any arbitration.
3. If Adnium initiates any adversarial proceeding seeking an injunction, a restraining order, or any other equitable remedy to which Adnium is entitled under this agreement, Adnium may bring such a proceeding in any federal or state court of Ontario. Each party acknowledges that those courts would be a convenient forum.
4. In any proceedings between the parties arising out of the subject matter of this agreement, the prevailing party will recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses.
General
1. Force Majeure
  1. If a Force Majeure Event prevents a party from complying with any one or more obligations under this agreement, that inability to comply will not constitute breach if (1) that party uses reasonable efforts to perform those obligations, (2) that party's inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that Force Majeure Event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that Force Majeure Event, and (3) that party complies with its obligations under section 23.1(c).ti
  2. In this agreement, "Force Majeure Event” means, for a party, any event or circumstance, whether or not foreseeable, that was not caused by that party (other than a strike or other labor unrest that affects only that party, an increase in prices or other change in general economic conditions, a change in law, or an event or circumstance that results in that party's not having sufficient funds to comply with an obligation to pay money) and any consequences of that event or circumstance.ti
  3. If a Force Majeure Event occurs, the noncomplying party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long the noncomplying party expects it to last. AOerwards the noncomplying party shall update that information as reasonably necessary. During a Force Majeure Event, the noncomplying party shall use reasonable efforts to limit damages to the other party and to resume its performance under this agreement.ti
2. Severability. The parties acknowledge that if a dispute between the parties arises out of this agreement or the subject matter of this agreement, they would want the court to interpret this agreement as follows: (1) regarding any provision that it holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law, by disregarding that provision; (2) if an unenforceable provision is modified or disregarded in accordance with this section 23.2, by holding that the rest of the agreement will remain in effect as written; (3) by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable; and (4) if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, by holding the entire agreement unenforceable.
3. Assignment. This agreement is personal to you. You shall not transfer to any other person, other than by will or intestate succession, (1) any discretion granted under this agreement, (2) any right to satisfy a condition under this agreement, (3) any remedy under this agreement, or (4) any obligation imposed under this agreement. Any purported transfer by you in violation of this section 23.3 will be void.
4. NoPces. All notices and other communications under this agreement will be in writing and will be deemed to have been given when delivered in person (including by internationally recognized commercial delivery service), and on the day the notice is sent when sent by verified fax or email with confirmation receipt, if the time of transmission is during recipient's business day, or if not on the next business day afterwards, to the respective parties at the mailing or email addresses provided by the them in writing. Either party may change its address by providing the other party with written notice of the change in accordance with this section.
5. Waiver. No waiver under this agreement will be effective unless it is in writing and signed by the party granting the waiver. A waiver granted on one occasion will not operate as a waiver on other occasions.
6. EnPre Agreement. This agreement constitutes the entire understanding between the parties regarding the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties, except that any additional terms on the Platform will govern the items to which they pertain.
7. No Third-Party Beneficiaries. Except as set out in section 19.1, this agreement does not, and the parties do not intend it to, confer any rights or remedies on any person other than the parties to this agreement.