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Project Wonderful Policies

Publisher Terms of Service

1. Acceptance of Terms

These Project Wonderful Publisher Terms of Advertising Services ("TOS") are entered into by you, individually and on behalf of the applicable entity identified in your registration form, ("You" or "Your") and Project Wonderful Advertising Corporation ("Project Wonderful"), and govern Your use of the advertising serving and other services provided by Project Wonderful to website publishers ("Advertising Services") through the Project Wonderful website at http://www.projectwonderful.com ("Website"). Any access to, or other use of, the Website or Advertising Services, signifies Your acceptance and agreement, without limitation or qualification, to be bound by the TOS. Please note that the TOS may be updated from time to time without notice to you, so please check this web page on every visit to the Website.

THE SERVICES ARE SOLELY DIRECTED TO INDIVIDUALS, COMPANIES, OR OTHER ENTITIES WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO DETERMINE IF YOUR USE OF THE SERVICES IS LAWFUL AND TO COMPLY WITH ALL APPLICABLE LAWS.

Please be aware that there may be certain areas on the Website that contain adult or mature content. You must be at least 18 years of age to access and view such areas.

IF YOU DO NOT AGREE WITH THE TOS, OR ARE NOT AUTHORIZED TO AGREE TO THE TOS, YOU MAY NOT USE THE SERVICES SO PLEASE DO NOT PROCEED WITH YOUR REGISTRATION.

2. Advertising Services

The Advertising Services are provided subject to the TOS and on an "AS IS" and "AS AVAILABLE" basis. The Advertising Services for publishers, including Project Wonderful's advertising placement services based on on-line auctions and time-based advertising, are generally described on the Website at http://www.projectwonderful.com/abouttheinfiniteauction.php. Project Wonderful reserves the right, at any time, to modify, suspend or discontinue, temporarily or permanently, the Advertising Services, or any part thereof, with or without notice. You agree that Project Wonderful shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Advertising Services. You are solely responsible for obtaining access to the Advertising Services, including the hosting and operation of Your website(s), and any other equipment or connectivity, and any associated third-party fees (such as Internet service provider or airtime charges or data communication charges), including fees associated with the download, display, or delivery of advertisements. You agree that the Advertising Services may include certain administrative communications from Project Wonderful, and that these communications are considered part of Project Wonderful membership and You will not be able to opt out of receiving them.

3. Advertising Platform

Subject to Your compliance with the TOS, Project Wonderful grants you a personal, revocable, limited, non-transferable, non-exclusive license solely to access the Project Wonderful on-line advertising platform ("Advertising Platform"), as made available to member publishers from time to time by Project Wonderful, for managing the creation and auctioning of advertising areas ("Ad Box") on Your designated website properties ("Properties") and the placement of advertising and related content, information, and URLs ("Advertising") from third party Project Wonderful member advertisers ("Advertisers") on such Properties.

The Advertising Platform is provided on an "AS IS" and "AS AVAILABLE" basis and You acknowledge that Project Wonderful assumes no responsibility for among other things: (a) the look, placement or display of any Ad Box; (b) any auction results; (c) any revenue generated through advertising on your websites; (d) any information or search results about Advertisers; (e) any statistical information about the Advertising or Your Properties; (f) any delay in publishing, updating, or removing any Advertising from Your Properties; (g) any information about the Advertising uptime (period of time during which any Advertising was displayed on any of Your Properties); or (h) the accuracy, delivery, or storage of any Advertising, communication or personalization settings.

4. Advertising and Ad Boxes

You hereby authorize Project Wonderful to serve Advertising to Your Properties and consent to all placements of Advertising through the Advertising Platform. You agree that all placements of Advertising shall conclusively be deemed to have been approved by You, unless You have requested manual approval of every Advertising to Your Properties under the appropriate setting in the Advertising Platform or You produce contemporaneous documentary evidence showing that You disapproved of such placements in the manner specified by Project Wonderful. You will be notified of Advertising placements via the Advertising Platform, email or other communications method approved by Project Wonderful. You hereby grant Project Wonderful permission to utilize an automated software program to retrieve and analyze Your Properties for ad quality and serving purposes. Project Wonderful shall not be obligated to provide notice to You in the event that any Advertising is not being displayed properly to end users of the Properties.

All Advertising shall be grouped, displayed and served by Project Wonderful to end users of the Properties in the standard Ad Box formats as may be offered generally by Project Wonderful from time to time and described in the Guidelines. You may select through the Advertising Platform the applicable format for the display of Ad Boxes in connection with the Properties, but You acknowledge and agree that Advertising: (i) shall only be displayed in the Ad Boxes and in connection with the Properties, each of which is subject to review and approval by Project Wonderful in its discretion at any time; and (ii) shall be subject to the Guidelines and these TOS.

You agree to comply with all specifications and formats published by Project Wonderful from time to time, either via the Advertising Platform or other communications method approved by Project Wonderful, to enable the proper delivery, display, tracking and reporting of Advertising. You agree not to modify any script or other programming provided to You by Project Wonderful relating to the Advertising in any way, unless expressly authorized in writing by Project Wonderful. You are solely responsible for the maintenance and operation of Your Properties and the proper implementation of Project Wonderful's specifications and formats.

You may cancel any Advertising displayed on Your Properties through Your account via the online cancellation functionality available through the Advertising Platform, if any, or with written notice to Project Wonderful. Project Wonderful's advertising network will cease serving any such cancelled Advertising shortly after confirmed receipt of such cancellation.

You acknowledge that either Project Wonderful or any Advertiser are free to cancel any of their Advertising on Your Properties at any time and for any reason and that there is no minimum time commitment imposed on Advertisers. You agree that neither Project Wonderful nor any Advertiser shall be liable to You or any third party for any cancellation, removal or deactivation of any Advertising. You acknowledge that You are only granted those rights in the Advertising as are expressly set out in this TOS.

5. Prohibited Conduct, Uses

You shall not or permit or authorize any other party to:
  • (a) edit, modify, filter, truncate or change the order of the information contained in any Advertising or Ad Box, or remove, obscure or minimize any Advertising or Ad Box, in any way without authorization from Project Wonderful;
  • (b) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of an Ad Box ("Advertiser Page");
  • (c) redirect an end user away from any Advertiser Page, provide a version of the Advertiser Page that is different from the page an end user would access by going directly to the Advertiser Page, intersperse any content between the Ad Box and the Advertiser Page, or otherwise provide anything other than a direct link from an Ad Box to an Advertiser Page;
  • (d) directly or indirectly access, launch, and/or activate Ad Boxes through or from, or otherwise incorporate the Ad Boxes in, any software application, website, or other means other than Your Properties which have been approved to publish ad boxes on Project Wonderful, and then only to the extent expressly permitted by this Agreement;
  • (e) directly or indirectly generate queries, or impressions of or clicks on any Ad Box through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software;
  • (f) use any automated means or form of scraping or data extraction to access, query or otherwise collect Project Wonderful advertising-related information from the Advertising Services except as expressly permitted by Project Wonderful;
  • (g) display any Advertising on any of Your Properties or other webpage or website that contains any pornographic or adult-related, hate-related, obscene, defamatory, violent, or illegal content;
  • (h) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Ad Boxes, or any part, copy, or derivative thereof;
  • (i) resell, transfer, rent, or otherwise provide access to, the Advertising Services, or any part thereof, including your member ID, to any third party;
  • (j) upload, post or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  • (k) impersonate any person or entity, including, but not limited to, a Project Wonderful official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • (l) upload, post or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  • (m) upload, post or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  • (n) interfere with or disrupt the Advertising Services or servers or networks connected to the Advertising Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Advertising Services;
  • (o) intentionally or unintentionally violate any applicable local, provincial, federal or international law, including without limitation any applicable provisions of the Competition Act (Canada) or Consumer Protection Act (Ontario);
  • (p) "stalk" or otherwise harass another person;
  • (q) collect or store personal data about other users;
  • (r) act in any way that violates any Guidelines, as may be revised from time to time; or
  • (s) engage in any action or practice that reflects poorly on Project Wonderful or otherwise disparages or devalues Project Wonderful's reputation or goodwill.
You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

6. Project Wonderful Guidelines

Use of the Advertising Services is subject to any and all applicable Project Wonderful guidelines and policies in effect from time to time, including without limitation the Project Wonderful Auction Terms (http://www.projectwonderful.com/auctionterms.php), Project Wonderful Privacy Policy (http://www.projectwonderful.com/privacy.php), Project Wonderful Advertising Guidelines (http://www.projectwonderful.com/adguidelines.php), and Project Wonderful advertising specification requirements (http://www.projectwonderful.com/specifications.php) (collectively, "Guidelines"). Please note that the Guidelines may be updated from time to time without notice to You, so please check the applicable web page on every visit to the Website. Further, and without limiting the foregoing, you must have and abide by an appropriate privacy policy that complies with applicable privacy and data protection laws and that clearly discloses that third parties may be placing and reading cookies on your users' browser, or using web beacons to collect information, in the course of ads being served on your Properties. 

7. Properties and Related Content

You are solely responsible for all websites, web pages, products, services, content, advertising and other information that viewers are available on Your Properties or linked to via Your Properties ("Properties Content"). You hereby represent and warrant that: (a) You are the owner of each of the Properties or You are legally authorized to act on behalf of the owner of such Properties for the purposes of this TOS and the Advertising Services; (b) You own, or have enforceable and valid licenses to, all rights, including without limitation all copyright, trademark, patent, trade secret, publicity or other proprietary rights, in and to the Properties Content; and (c) the Properties Content do not breach, violate or infringe upon: (i) any third party rights, including without limitation any copyright, trademark, patent, trade secret, publicity or other proprietary rights, publicity or privacy rights, or other rights or duties under consumer protection, product liability, tort, or contract law; or (ii) any applicable laws, regulations or codes of conduct, including without limitation any applicable industry guidelines related to marketing or advertising content or activities. Any breach of the foregoing representations or warranties may result in immediate termination of the TOS or Your account, in Project Wonderful's sole discretion and without notice, and may subject You to damages.

8. Trademarks, Publicity

You agree that Project Wonderful may use and share Your company name and logo on the Website and in association with its business, including without limitation in presentations, Publisher search and statistical information, marketing materials and customer lists.

You may display the mark PROJECT WONDERFUL and other Project Wonderful trade names, trademarks, service marks, logos and domain names that are provided to You by Project Wonderful with the Advertising served to Your Properties ("PW Trademarks"), so long as such display is in the form provided by Project Wonderful (without any modification whatsoever) and in compliance with this TOS and the Guidelines.  When displaying any PW Trademark, You shall clearly indicate that such PW Trademark is owned by Project Wonderful and that it is being used by You under license.  You hereby waive the right and benefit of Section 50(3) of the Trade-marks Act (Canada). You agree not to display or use alongside Advertising served by Project Wonderful, any other advertisement or other content in a manner that may reasonably lead an end user of Your Properties to confuse such advertisement or content with Project Wonderful Advertising or otherwise associate such advertisement or content with Project Wonderful.

9. Termination

Project Wonderful may, for any reason, with or without notice, in its sole discretion, discontinue Your Advertising (or any part thereof), suspect or termination the participation of any of Your Properties, or terminate Your account (including without limitation deletion of all account information and removal of access to the Advertising Platform), in which case You will be responsible for all commissions payable to Project Wonderful for any Advertising already displayed on Your Properties. Project Wonderful may investigate any activity that may violate this Agreement. Without restricting the foregoing, You acknowledge that Project Wonderful may terminate Your account without notice if there has been no activity on it for a period of 6 months or more (as measured by Project Wonderful).

You may on ten days' written notice to Project Wonderful, including via the Advertising Platform or email, terminate Your account.

In case of any termination, or removal of any Ad Box or Property, You will remain responsible for all commissions payable and/or already paid to Project Wonderful for any Advertising displayed on Your Properties up to and including the effective date of cancellation as determined by Project Wonderful. Project Wonderful shall not be liable to you or any third party for any discontinuation or termination of Your Advertising or Your account or any access to the Advertising Services.

10. Project Wonderful Proprietary Rights and Confidential Information

You acknowledge that Project Wonderful owns, or is the authorized licensee of, all right, title and interest, including all copyright, trademark, trade secret, patent and other proprietary rights in and to the Advertising Services, Advertising Platform and all associated software and technology, and the PW Trademarks ("Project Wonderful IP"). You may not or may not allow any third party to: (a) copy, modify, adapt or create a derivative work from the Project Wonderful IP; (b) reverse engineer, reverse assemble, or otherwise attempt to discover any source code from the Project Wonderful IP; or (c) sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the Project Wonderful IP. You agree not to access the Advertising Services by any means other than through the Advertising Platform made available by Project Wonderful.

You acknowledge that certain technical or business information of Project Wonderful that You may access to as a result of Your use of the Advertising Services are considered proprietary and confidential to Project Wonderful ("Confidential Information"). Confidential Information includes Project Wonderful IP and information relating to Project Wonderful Advertisers. You hereby agree to hold all such Confidential Information in strict confidence and to only use or disclose it to the extent it is required for Your use of the Advertising Services under the terms of the TOS or as authorized in writing by a duly authorized representative of Project Wonderful. Confidential Information does not include information that has become publicly known through no breach by You, or information that has been (i) independently developed without access to 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.

11. Your Account

You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Advertising Services' registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Project Wonderful has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Project Wonderful has the right to suspend or terminate Your account and bar any and all current or future use of the Advertising Services.

You will receive a password and member ID upon completing the Advertising Services' registration process. You are responsible for maintaining the confidentiality of the password and member ID and are fully responsible for all activities that occur under Your account. You agree to: (i) immediately notify Project Wonderful of any unauthorized use of Your account or any other breach of security; and (ii) ensure that You exit from Your account at the end of each session. Project Wonderful is not liable for any loss or damage arising from your failure to comply with this Section 11. You acknowledge that Project Wonderful may establish general practices and limits concerning use of the Advertising Services. You agree that Project Wonderful has no responsibility or liability for the deletion or failure to store any Advertising or any messages, communications, information, statistics or content uploaded, maintained or transmitted by the Advertising Services. You acknowledge that Project Wonderful reserves the right to close accounts that are inactive for more than six months or some other extended period of time as may be designated by Project Wonderful from time to time. You further acknowledge that Project Wonderful reserves the right to modify these general practices and limits from time to time.

You agree that Project Wonderful may access, preserve and disclose Your account information, and any information about Your Properties, if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to among other things: (1) comply with legal process; (2) enforce the TOS; (3) respond to claims that any Property violates the rights of third parties; (4) respond to Your requests for customer service; or (5) protect the rights, property or personal safety of Project Wonderful, its users or the public.

12. Advertising and Linked Content

You understand that all Advertising and all content, information, data, text or other materials available through clicking on or linking through Advertising or Ad Boxes Advertiser, including without limitation the Advertiser websites ("Linked Content"), are the sole responsibility of the Advertiser or the third party from whom such content originated.

Project Wonderful does not guarantee the quality, accuracy, completeness, or truthfulness of any Advertising, any information about any Advertiser which is made available on the Website or otherwise by Project Wonderful, or any Linked Content. You acknowledge that Project Wonderful does not control, approve of, or endorse any Advertiser, Advertising or Linked Content.

You should rely on Your independent investigation of a Advertiser before accepting a bid or Advertising from such Advertiser. You agree to evaluate, and bear all risks associated with, the displaying of Advertising on Your Properties. You understand that by using the Advertising Services, Advertising that is offensive, illegal, indecent or objectionable may be displayed on Your Properties. Under no circumstances will Project Wonderful be liable in any way for any Advertising or Linked Content.

13. Fees and Payment

You will be entitled to receive a payment equal to the total fees received by Project Wonderful from Advertisers for the Advertising displayed on Your Properties as recorded in Your online account with Project Wonderful ("Advertising Fees") minus: (a) 25% of the Advertising Fees as a commission to Project Wonderful; and (b) any applicable taxes, charges or other fees or duties imposed by any government entity in connection with the TOS or Your participation in the Advertising Services ("Taxes") (the resulting figure being "Publisher Earnings"). Publisher Earnings are in U.S. Dollars or in such other currency as may be agreed to in writing with Project Wonderful. Unless agreed to by Project Wonderful in writing, You will receive all applicable Publisher Earnings via Your Paypal account. For clarity, Publisher Earnings shall be calculated solely based on records maintained by Project Wonderful and no other measurements or statistics of any kind shall be accepted by Project Wonderful or have any effect under this Agreement.

You agree to pay all Taxes. Project Wonderful will require you to disclose your residency status for tax purposes upon registration with our system and You hereby represent and warrant to Project Wonderful that such residency information is and shall be accurate, true and complete in all respects. If You are a Canadian Publisher, Taxes will include applicable federal and provincial sales tax, which will be collected and remitted to the Canada Revenue Agency or other applicable tax authorities by Project Wonderful on Your behalf and will accordingly reduce the Publisher Earnings to You. You expressly agree to such collection and remittance of sales taxes and acknowledge that it does not constitute Project Wonderful Your agent in any respect whatsoever. You hereby irrevocably release and forever discharge Project Wonderful from and against any claims You might have now or in the future in relation to the application, collection or remittance of sales taxes in respect of the Advertising Fees.

Unless otherwise agreed to by the Project Wonderful in writing, Publisher Earnings will be credited to Your account by Project Wonderful promptly after receipt of payment of funds from the Advertisers for Advertising displayed on Your Properties, provided that You acknowledge that settlement of amounts in Your account may not be immediate. You may remove funds from Your account once Your earned balance is US $10 or more. If You dispute any payment of Publisher Earnings, You must notify Project Wonderful in writing within thirty (30) days of any such payment; failure to so notify Project Wonderful shall result in the waiver by You of any claim relating to any such disputed payment.

For clarity, all fees for the displaying and running of Advertising on Your Properties are due and payable by the Advertisers. Project Wonderful has no liability whatsoever to You for the payment of any fees and the Publisher Earnings are solely and entirely conditional on receipt of fees from the applicable Advertisers. Without limiting the foregoing, Project Wonderful shall not be liable to pay You any Publisher Earnings or other amounts for any period of time during which Advertising was not properly displayed on Your applicable Property in accordance with Project Wonderful specifications and guidelines, including without limitation any period of time during which Your website for the Property was down, inaccessible or unresponsive. Project Wonderful reserves the right to withhold payment or charge back Your account due to the foregoing or any breach of this Agreement by You, or in the event that an Advertiser whose Advertising is displayed in connection with Your Properties defaults on payment for such Advertising to Project Wonderful. In addition, if You are past due on any payment to Project Wonderful in connection with any Project Wonderful services (including without limitation fees owed for Your own provision of Advertising to other Project Wonderful Publishers under Project Wonderful's Advertiser Terms of Service), Project Wonderful reserves the right to withhold payment until all outstanding payments have been made or to offset amounts owed to You in connection with the Advertising Services by amounts owed by You to Project Wonderful.

You agree that any unclaimed funds credited to Your account do not earn interest and are not treated as currency. To ensure proper payment, You are solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with Your account. In the event the Agreement is terminated, or if there is no activity on Your account for a period of six months, and Project Wonderful is unable to reach or contact You based on information in Your account, Project Wonderful reserves the right to close Your account, at which point any unclaimed funds will revert to Project Wonderful.

You acknowledge that Project Wonderful may change its pricing or payment structure at any time.

14. Indemnities, Release

You agree to defend, indemnify and hold Project Wonderful and its Advertisers, suppliers, licensors, directors, officers, employees, agents and other related parties, harmless from and against any and all liabilities, claims, costs and expenses, including without limitation reasonable attorneys' fees and expenses, in connection with any third party claim or demand arising from, related to, or in connection with (a) Your breach or violation of the TOS or (b) the Properties or Properties Content. Further, you will assist and cooperate as fully as reasonably required by Project Wonderful in the defence of any such claim or demand.

You hereby irrevocably release Project Wonderful and its suppliers, licensors, directors, officers, employees, agents and other related parties (collectively "Releasees"), from and against any and all actions, causes of action, liabilities, claims, demands for damages, insurance proceeds, expenses, costs or loss, of any kind and nature whatsoever and howsoever arising, which You have ever had, may now have, or may hereafter have against the Releasees, or any one or more of them, that are in any way relating to any Advertising or Linked Content, including without limitation the nature or quality of any products, services or content advertised or provided in or through such Advertising or Linked Content.

15. DISCLAIMER AND LIMITATION OF LIABILITY

YOUR USE OF THE ADVERTISING SERVICES AND ADVERTISING PLATFORM IS AT YOUR OWN RISK. THE ADVERTISING SERVICES AND ADVERTISING PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND.

ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROJECT WONDERFUL MAKES NO REPRESENTATION OR WARRANTY THAT: (A) YOUR PROPERTIES WILL RECEIVE ANY ADVERTISING THROUGH THE ADVERTISING SERVICES; (B) YOU WILL RECEIVE ANY AMOUNTS UNDER THIS TOS; (C) THE ADVERTISING SERVICES WILL MEET YOUR REQUIREMENTS, WILL PERFORM TO ANY STANDARD, OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (D) THE ADVERTISING WILL BE DELIVERED ON AN ACCURATE, TIMELY, OR CONTINUOUS BASIS; (E) THE TRANSMISSION OF INFORMATION TO OR FROM THE ADVERTISING PLATFORM WILL BE SECURE; (F) THE ADVERTISING PLATFORM, ADVERTISING, AD BOXES OR ANY CODE PROVIDED BY PROJECT WONDERFUL WILL BE FREE OF ANY VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; (G) THE ADVERTISING PLATFORM OR ADVERTISING WILL BE COMPATIBLE WITH YOUR COMPUTER OR SOFTWARE; OR (H) ANY INFORMATION ON ADVERTISERS PROVIDED ON THE WEBSITE OR OTHERWISE BY PROJECT WONDERFUL WILL BE ACCURATE, TIMELY OR COMPLETE; OR (I) THE ADVERTISING WILL BE NON-INFRINGING OF THIRD PARTY RIGHTS, OF GOOD TASTE OR QUALITY, LAWFUL, TRUTHFUL, ACCURATE, OR OTHERWISE IN COMPLIANCE WITH APPLICABLE LAW.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (I) PROJECT WONDERFUL AND ITS ADVERTISERS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA, OR LOSS OR INTERRUPTION TO YOUR BUSINESS) WHETHER UNDER THEORY OF CONTRACT (INCLUDING WITHOUT LIMITATION FUNDAMENTAL BREACH), TORT (INCLUDING WITHOUT LIMITATION STRICT LIABILITY OR NEGLIGENCE IN ANY DEGREE) OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (II) PROJECT WONDERFUL'S AGGREGATE LIABILITY FOR DIRECT DAMAGES IS LIMITED TO THE GREATER OF (1) THE AGGREGATE AMOUNT OF COMMISSIONS RECEIVED ON ADVERTISING FEES BY PROJECT WONDERFUL FROM YOU DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY AND (2) US $10.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

16. General

You agree to comply with all applicable laws regarding the transmission of technical data exported from Canada or the country in which you reside.

Except as otherwise expressly provided in the TOS, there shall be no third-party beneficiaries to the TOS.

Project Wonderful may provide You with notices, including those regarding changes to the TOS, by email, regular mail (to the address in Your account), or postings in Your account interface on the Advertising Platform. Notices are deemed received when sent (for email) or no more than five days after having been posted (for messages in Your account interface)

Neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including without limitation to acts of God, government, terrorism, natural disaster, labor conditions and power failures.

You shall comply with all applicable laws, statutes, rules of conduct, ordinances and regulations regarding Your operation of Your Properties, Your use of the Advertising Services, and Your management and display of Ad Boxes and Advertising on Your Properties.

The TOS shall be governed solely by the laws of the Province of Ontario, Canada and the applicable federal laws of Canada, without regard to the conflicts of law provisions of any jurisdiction. You hereby irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario in the City of Toronto in relation to all disputes arising from or related to the TOS or the Advertising Services.

The TOS, including the Guidelines, constitutes the entire agreement between You and Project Wonderful with respect to the subject matter hereof, and supersedes and replaces any other agreements, terms and conditions applicable to the subject matter hereof. In the event of any conflict between the TOS and the Guidelines, the TOS shall govern. You acknowledge that you are not relying on any statements or promises of Project Wonderful in entering into the TOS and signing up for the Advertising Services, and any conflicting or additional terms contained in any other documents or oral discussions are void.

Project Wonderful's failure to insist upon or enforce strict performance of any right or provision of the TOS shall not constitute, or be construed as, a waiver of any right or provision.

If any provision or part thereof, in these TOS is determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such determination shall not affect the remaining provisions, or parts thereof, contained herein.

You and Project Wonderful are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by the TOS or your use of the Advertising Services. You further acknowledge that any Advertiser and Project Wonderful are independent contractors and no agency, partnership, joint venture, employment or franchise relationship is intended or created by the Advertising Services or any other terms of service.

You may not assign any of Your rights hereunder and any such attempt is void. Project Wonderful may assign this Agreement and its rights and obligations under this agreement without Your consent.

Any rights not expressly granted by the TOS are reserved to Project Wonderful.

In the event that the TOS or Advertising Services is terminated, Project Wonderful shall not be obligated to return any materials to You.

The parties have expressly requested and required that the TOS and all other related documents be drawn up in the English language. Les parties conviennent et exigent expressement que ce Contrat et tous les documents qui s'y rapportent soient redigës en anglais.

Last update: September 7th, 2012.


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