You may place orders for advertising in our newsletters or Merchant Fraud Journal on-line properties (“Advertisement”) by submitting a duly executed Purchase Order (“Order”). Orders must be accepted by Merchant Fraud Journal and its parent company Payments Media Solutions Canada Inc., as evidenced by an execution of such Order. By placing an Order, you agree to the following Program terms and conditions, which incorporate the terms of the Order effective between us (the “Agreement”):
2. You are responsible for: (a) your Advertisement, which will include creative assets, banners, content, information, and URLs, and (b) websites, landing pages, and advertised services and products to which your Advertisement link or direct users (“Services”).
3. We may place the Advertisement, without restriction as to placement, on any content or property provided by Merchant Fraud Journal our parent company Payments Media Solutions Canada Inc. or our third party partners and reference Advertisement for our marketing and promotional purposes. For quality control and serving purposes for the benefit of Merchant Fraud Journal users, we may use automated software to screen any websites and URLs provided by you in an Advertisement. We may modify an Advertisement to comply with the Policies or this Agreement, provided, such modifications will only be in the form of deleting an Advertisement in its entirety, resizing to fit specification, or reformatting resolution solely in connection with the Order. Merchant Fraud Journal, it’s parent company or its third party partners may reject or remove any Advertisement or campaign for any or no reason.
4. This Agreement is effective until terminated. Either party may choose to terminate this Agreement by providing thirty (30) days’ notice in writing. However, all open Orders shall run as scheduled unless agreed upon, in advance, by Merchant Fraud Journal. Rescheduling of reservation-based Advertisement is subject to Merchant Fraud Journal’s availability of inventory. Any orders containing custom content deliverables Reports, Webinars, etc.) are non-cancellable and non-refundable.
5. We cannot guarantee clicks, impressions, conversions or any other actions taken by our users (collectively “User Actions”) with your Advertisement.
6. To the fullest extent permitted by law, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. To the fullest extent permitted by law, we disclaim all guarantees regarding positioning, levels, quality, or timing of: (i) costs per click or impression; (ii) click through rates; (iii) availability and delivery of any impressions, Advertisement, on any Merchant Fraud Journal or partner property; (iv) any User Actions; (v) conversions or other results for any Advertisement. Except for payment obligations, neither of us are liable for failure or delay resulting from a condition beyond each of our reasonable control, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
7. If you are an agency representing the Advertiser set forth in the PO, you agree (a) that you are fully authorized to act on behalf of and have bound the Advertiser to this Agreement, (b) to secure and maintain all rights from Advertiser needed to enter into this agreement, (c) as between you and the Advertiser, the Advertiser owns any rights to information in connection with its respective Advertisement, and (d) you will not disclose their information to any other party without Advertiser’s consent.
8. You will be responsible for all charges up to the amount of each campaign set in each Order and will pay all charges in USD thirty (30) days after receipt of invoice. Payments must be made via bank wire transfer unless stated otherwise in the PO. Late payments bear interest at the rate of 2% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges. To the fullest extent permitted by law, you waive all claims relating to charges.
9. You will indemnify and defend us, our partners, agents, affiliates, and licensors from any third party claim or liability, arising out of your Advertisement, and Services, our use of your Advertisement and Services, your use of the Advertisement and Services and your breach of this Agreement.
10. All custom content, and the copyright’s therewith, delivered hereunder shall remain the sole and exclusive property of Merchant Fraud Journal; Merchant Fraud Journal does not assign its intellectual property rights in any custom content to Customer. Merchant Fraud Journal hereby grants to Customer a worldwide, irrevocable, perpetual, royalty-free license, to use, copy, modify, display and transmit (including electronically and wirelessly) the custom content for any non-commercial internal, promotional and/or advertising purposes.
11. This Agreement will be governed by Ontario law except for its conflicts of laws principles. All claims arising out of or relating to this Agreement will be litigated exclusively in the provincial courts of Toronto, Ontario, Canada, and you consent to personal jurisdiction in those courts. This Agreement constitutes the entire and exclusive agreement between us with respect to the subject matter hereof, and supersedes and replaces any other statements on the same subject matter. You may grant approvals, permissions, extensions and consents by email, but any modifications to this Agreement must be made in a writing executed by both parties. In no event shall any additional or conflicting terms tendered by you under a purchase order or other document have any effect. Unenforceable provisions will be modified to reflect our intention and only to the extent necessary to make them enforceable, and remaining provisions of this Agreement will remain in full effect. You will not assign any of your rights hereunder. We are not legal partners or agents of each other, but are independent contractors. In the event that this Agreement or the Advertisement(s) expire or are terminated, we are not obligated to return any materials or payments to you. Notice to you may be provided by sending an email to the email address specified in your account and is deemed received when sent (for email).