Banner Network, Search Engine Marketing, SEO and PPC Campaigns: NetWorldMedia Canada

NetWorldMedia Inc. is a company duly registered according to laws in force in Canada and in the province of Quebec. Its principal place of business is located at the following address: 3000 René Lévesque #460, Ile des soeurs, Quebec, H3E 1T9, Canada.

NetWorldMedia Inc. manages various portals including www.networldmedia.com (the "Sites"), on which web surfers can navigate or execute searches on different subjects and advertisers can bid for placement. Navigating a portal or executing a search produces results, which include the paid advertiser results classified according to ad performance ("positioning Campaigns"), and traditional search results appearing on the Sites or any other NetWorldMedia Inc. partner site. Ads may be placed on any content or property belonging to the NetWorldMedia Sites and / or any other content or property provided by NetWorldMedia’s partners (the “Service”). NetWorldMedia or our partners may, in our sole discretion, reject or stop displaying any ad or advertiser for any or no reason.

The Service provided is subject to the conditions of this advertiser Agreement, to any rules of operation and all directives and procedures diffused at all times by NetWorldMedia Inc. on this site and is subject to change without notice in accordance to enactments of Article 2 (collectively named the "Agreement Modifications"). By enrolling as an "Advertiser," you agree to be bound by these terms and conditions, including all payment terms (collectively, the "Agreement"). If you do not accept the integrality of this Agreement, do not register as an Advertiser and do not use this service. In this Agreement, "you" or "your" refers to the party listed on the account you create. You hereby represent that you have the authority to agree to this Agreement for that party. You represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, any third party for which you generate ads. You hereby agree and acknowledge:

To use the Service, you must provide NetWorldMedia Inc., on the registration form, complete and exact information on yourself and your company, including your banking information. You must update the information provided at the time of your registration and communicate to NetWorldMedia Inc. any other information requested after your registration.

If some of the information provided at registration is false, inaccurate, incomplete or out of date, NetWorldMedia Inc. reserves the right to cancel your subscription without any refund. NetWorldMedia Inc. can refuse to register you to its service without any justification, and can modify its subscription criteria at any time. For security reasons, NetWorldMedia Inc. will confirm your banking information by telephone and/or email. If NetWorldMedia Inc. can't verify this information within 48 hours, your positioning campaigns will be immediately placed offline and access to your account and/or the Service will be prohibited until the above-mentioned check is completed.

You agree to promptly update all information to keep your account and method of payment current, complete and accurate (such as a change in credit card, billing address or email), and to promptly notify NetWorldMedia if your account information changes.

NetWorldMedia Inc. can modify this Agreement without liability at any time. In the event of modifications, NetWorldMedia will publish the modified Agreement to its website, indicating the date that the modifications were made. The modifications made to the Agreement are effective immediately after their publication to this website, and any use of this Service after the publication date is subject to the modified Agreement. Your use of this Service after the Agreement Modifications have been published confirms that you took note of this Agreement, which you commit to consult before each use of this site, that you accepted the modifications and that you agreed to respect and abide by them.

NetWorldMedia Inc. reserves the right to, temporarily or permanently, modify or terminate the Service or any part thereof. NetWorldMedia Inc. will provide you with reasonable notice of these modifications or interruptions. NetWorldMedia Inc. will warn you about these modifications, by publishing notices on this site.

To access the NetWorldMedia service and use it, you will be required to use a user name and a password. It is your responsibility to ensure that you don’t reveal your user name or password and that you don’t allow anyone else to use the Service in your place. You agree to immediately inform NetWorldMedia Inc. of any unauthorized use of your account or any attempt to bypass your account’s security that you may become aware of.

You can quote all of your bids on keywords ("Bids") with NetWorldMedia Inc.’s online bidding system. The minimum Bid must be at least ten cents ($0.10), and will be identical to the amount NetWorldMedia Inc. invoices you for every click registered. You can place Bids on an unlimited number of keywords so long as your account is sufficient provisioned to keep your ads active.

Other advertisers can also bid on the same keywords. If more than one (1) advertiser bids on a particular keyword, only the top performing advertisers who selected the same keyword will appear in search results. Regardless of the amount bid for a particular keyword, NetWorldMedia reserves the right to determine the order of the ads displayed.

NetWorldMedia Inc. can suggest keywords but the final decision belongs to you. It is your responsibility to determine if a suggested keyword is consistent with your company’s commercial activity and with the terms of this Agreement. You agree that NetWorldMedia shall not have any liability for keywords or your ads, or for any changes that you make to keywords or your ads based on suggestions by NetWorldMedia or any third-party service provider. NetWorldMedia Inc. reserves the right, in its sole discretion, to eliminate any keywords that it determines to be unrelated to the Advertiser’s commercial activity.

Once you have registered as an Advertiser (and once your registration as an Advertiser has been accepted by NetWorldMedia Inc.), NetWorldMedia reserves the right, without liability, to add relevant keywords to your account to optimize your positioning campaigns as long as, and only after, you have been warned by email. You are free to remove these keywords at any time and for any reason. The Bid amount of any added keyword will be ten cents (0,10$). However, a higher offer can be quoted if written authorization is first given to NetWorldMedia Inc. by the Advertiser.

NetWorldMedia can also proactively manage your keywords and ads to optimize performance of your positioning campaign on our network. This managed service (the “Managed Service”) can also be extended to include additional portal networks outside of those being directly managed by NetWorldMedia and our partners. In this way, NetWorldMedia can ensure efficient and consistent campaign performance throughout.

NetWorldMedia Inc. requires an initial credit card deposit of 100.00 Canadian dollars to activate all new accounts ($300.00 if paying by cheque). An initial minimum deposit of $500.00 per managed ad network is required from all Advertisers opting for a Managed Service. All initial deposits made to NetWorldMedia Inc. are NON-REFUNDABLE and all taxes in effect in the province of Quebec are applicable and added to this base amount.

NetWorldMedia Inc. will invoice your account an amount identical to the value of your Bid for each click recorded by a user of the service on your positioning campaign. You understand and accept that, in addition to service fees, each click on your positioning campaign (as determined by NetWorldMedia’s click measurement exclusively) is invoiced to your account, except those that NetWorldMedia Inc. considers fraudulent (in its sole discretion) or not conforming to this Agreement, whether the surfer is directed to your website or not. As of March 1, 2005, service fees of $3.78 will be deducted each month from all accounts that do not generate a minimum of $100 worth of clicks. As well, all Managed Service accounts will be charged a service fee of 15% of all amounts under management.

All Service fees payable will be withdrawn from your account. You recognize that you must pay these service fees. All amounts due in accordance with this service must be paid in Canadian dollars by cheque, credit card or any other method of payment authorized by NetWorldMedia Inc. and you hereby authorize NetWorldMedia to charge your credit card for all charges to your account.

All invoiced amounts are due within 30 days of the invoice date. You are responsible for paying all invoices within this timeframe and agree that you are responsible for paying reasonable expenses and attorney fees NetWorldMedia incurs in collecting overdue amounts. NetWorldMedia further reserves the right to either suspend or terminate accounts with overdue amounts owing. You agree to submit any claims or disputes regarding any charge to your account in writing to NetWorldMedia within sixty (60) days of such charge, otherwise such charge will be final and you waive all claims relating the charge (this does not affect your credit card issuer rights).

If you have chosen a daily budget payment plan providing for a fixed maximum payment per day, you understand and agree that if your charges equal or exceed your daily maximum payment, then your ads will be removed for the remainder of that day and you will be charged for any clicks on your positioning campaigns incurred up to the time your ads are actually removed. Hence, charges posted to your account may fluctuate and occasionally may actually exceed your daily maximum bid.

If you have chosen an auto-renew payment plan preauthorizing NetWorldMedia to periodically charge your credit card on a recurring basis for the amount specified, you understand and agree that every time your account balance drops below ten dollars ($10), your credit card will be automatically charged until such time as your participation in the payment plan is terminated by you or by NetWorldMedia.

Refunds (if any) are at the discretion of NetWorldMedia and come only in the form of advertising credits on NetWorldMedia Sites. You acknowledge and agree that any credit card and related billing and payment information that you provide to NetWorldMedia may be shared by NetWorldMedia with companies who work on NetWorldMedia's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to NetWorldMedia and servicing your account. NetWorldMedia 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. NetWorldMedia shall not be liable for any use or disclosure of such information by such third parties.

During the term of this Agreement, you grant royalty-free worldwide rights to NetWorldMedia Inc. and our partners to use, copy and modify (as is reasonably necessary) any names, logos, trademarks, marks of service, drawings or models, graphics or copyrights that you currently possess, notably for public use on advertisements, press releases, marketing documents, and NetWorldMedia Inc. websites.

You may not cite NetWorldMedia Inc. in your press releases without the express written consent of NetWorldMedia Inc.

Each party maintains and preserves all rights on its names, logos, trademarks, marks of service, drawings or models, graphics, copyrights, and technologies.

The rights conceded to NetWorldMedia Inc. include the right to post any brand, logo, commercial name or content that you have provided us with or that you have authorized us to use in order to provide the service, on the Sites or any other NetWorldMedia Inc. partner website.

As an Advertiser, you are solely responsible for all keywords and ad positioning campaigns and all ad content and ad URLs, whether generated by or for you; and all web sites proximately reachable from ad URLs and your services and products.

You assume full responsibility for your conduct. You also agree to assume full responsibility for the acts of whichever person is using user credentials that were provided to you, the content of your positioning campaigns and / or any other transmission carried out via the Service. You commit to abide by all applicable laws and rules during your use of the Service, to avoid misrepresentation or inaccuracies in your stated affiliation with any person or entity, to not use the Service for illegal or immoral purposes, and to contact NetWorldMedia Inc. immediately if any URL addresses refer to error pages or inactive links. You understand and accept that NetWorldMedia Inc. is not responsible for the maintenance of your website.

You also agree that all clicks realized during the term be invoiced and withdrawn from your account. NetWorldMedia Inc. reserves the right to suspend the campaigns and terminate the accounts of Advertisers whose links are not functional, whose account has been inactive for 6 months and / or whose last deposit is older than 12 months.

You commit to not propagate, promote or transmit, via this service, any documents containing illegal, defamatory, abusive, threatening, hurtful, vulgar or obscene language or any documents that incite hatred or racism or, which are otherwise deemed to be unacceptable in any way. To not forward or propagate documents encouraging conduct that constitutes an infraction, criminal act and / or that violates a law or rule in effect. To not block the use of the service by an Advertiser or a web surfer, or block the use of a similar service by another entity. To not authorize any party to generate automated, fraudulent or otherwise invalid impressions or clicks. You commit yourself to not download or distribute, in any manner, files containing viruses, corrupt files or any software or programs liable to hinder the proper functioning of any third party computer, of the NetWorldMedia.com site or any other related sites.

You commit yourself to not download or distribute, in any manner, files containing viruses, corrupt files or any software or programs liable to hinder the proper functioning of any third party computer, of the NetWorldMedia.com site or any other related sites.

If you propagate or make available communications or any other documents violating the intellectual property rights of a third party, NetWorldMedia Inc. will terminate your access to the service.

If you propagate or make available communications or any other documents violating the intellectual property rights of a third party, NetWorldMedia Inc. will terminate your access to the service. NetWorldMedia Inc. may, in its sole discretion, terminate your access to the service, without any prior notice, if your conduct does not conform to any clause in this Article 9.

You hereby warrant that your positioning campaigns themselves, or via the site towards which they refer, do not violate any law or rules and do not infringe in any way the copyrights, patents, trademarks, industrial secrets or intellectual property of any third party, do not contravene any obligation for which you could be held accountable to a person or an entity, do not constitute fraud or a contractual violation.

You also warrant that your positioning campaigns respect all of the obligations of Article 9 above.

NetWorldMedia Inc. endeavors to provide to its Advertisers the best quality of service possible but cannot guarantee that the service will meet their requirements or that it will be free of interruptions and / or errors, secure and provided within any prescribed delays.

NETWORLDMEDIA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. NETWORLDMEDIA DISCLAIMS ALL GUARANTEES REGARDING POSITIONING OR THE LEVELS OR TIMING OF: (I) COSTS PER CLICK, (II) CLICK THROUGH RATES, (III) DELIVERY OF ANY IMPRESSIONS ON ANY NETWORLDMEDIA SITES OR PARTNER SITES OR SECTIONS OF SUCH SITES, (IV) CLICKS OR (V) CONVERSIONS FOR ANY ADS OR ADVERTISERS. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND YOUR BREACHES OF THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT 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 (B) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO NETWORLDMEDIA BY YOU FOR THE AD GIVING RISE TO THE CLAIM. EXCEPT FOR PAYMENT, NEITHER PARTY IS LIABLE FOR FAILURE OR DELAY RESULTING FROM A CONDITION BEYOND THE REASONABLE CONTROL OF THE PARTY, INCLUDING BUT NOT LIMITED TO ACTS OF GOD, GOVERNMENT, TERRORISM, NATURAL DISASTER, LABOR CONDITIONS AND POWER FAILURES.

You commit to defend, indemnify and hold harmless NetWorldMedia Inc, its parent companies, subsidiaries, affiliates, licensors and its employees from any third party claim (including without limitation reasonable legal fees) resulting from any violation of the rules on your part, from our use of any trademark, logo, company name, or content that you have provided us or authorized us to use, or from your use of the Service.

You may terminate your subscription or your access to the Service for whatever reason, at any time. The Agreement will be terminated as soon as you notify NetWorldMedia Inc. of your intention to terminate in writing or via email. Should you additionally request a refund of any residual account balance, NetWorldMedia will return these funds to you minus a $50 administration fee for processing your termination request. If you do not agree with any clause contained in this Agreement or any modification thereof, your only recourse is to immediately cease using the service and inform NetWorldMedia Inc. of your action.

NetWorldMedia Inc. can immediately cancel your subscription by notifying you of its intention to do so if you have infringed on the rules of this Agreement, or without further notice within the five days following notification of an infringement, which would otherwise have been provided to you by NetWorldMedia Inc.

At the time of the termination of the Service, your right to use the Service will end immediately and you accept that NetWorldMedia Inc. destroy, without delay, the files related to your account and thereafter prohibit you from accessing these files or the Service. In accordance with this clause, NetWorldMedia Inc. can, in no case, be held responsible to you or to any other part for the termination of your subscription. NetWorldMedia Inc. can, in its sole discretion, remove any keyword or positioning campaign without any liability towards you.

All notifications must be sent to NetWorldMedia Inc. in writing via electronic mail to the following address: sales@networldmedia.com. NetWorldMedia Inc. will forward all notifications to the address that you provided during your registration, or to any other addresses contained in your account.

This Agreement will be governed and interpreted in accordance with the laws in effect in Canada and in the province of Quebec and the competent courts of Montreal will have exclusive jurisdiction over any proceedings. This Agreement, and any modifications thereof, constitutes the entire agreement between the parties with respect to the subject matter hereof. You may grant approvals, permissions and consents by email, but any modifications by you to the Agreement must be made in a writing (not including email) and executed by both parties.

NetWorldMedia Inc. reserves the right to sub-contract all or part of its rights and obligations contained in the present agreement. In this case, the contractor and sub-contractor will be held jointly liable for the proper execution of this Agreement. You are not authorized to assign your rights resulting from this Agreement without the express written authorization of NetWorldMedia Inc.

A waiver of any default is not a waiver of any subsequent default. If any clause in this Agreement is deemed to be invalid or unenforceable, in whole or in part, the remaining clauses shall remain in full effect.

NetWorldMedia and you and NetWorldMedia and its partners are not legal partners or agents, but are independent contractors.

This Agreement has been drawn up and executed in the English language at the request of the parties.

Terms and Conditions