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Terms and Conditions
All creative materials and any changes must be delivered at least 4 days in advance of the send date. The advertiser is responsible for the creation of all copy and marketing materials.
Payment Terms and Taxes
Advertiser will be invoiced promptly for the amounts set forth in the Insertion Order and shall be payable to 7322437 Canada Inc, 180 Harland Road Montreal Quebec Canada. Fees on the Insertion Order are exclusive of all taxes. All amounts are USD.
Warranties and Indemnity
Advertiser hereby represents and warrants to 7322437 Canada Inc that it has the right to publish the Ad Materials in the form delivered and manner published without infringing on the rights of any third party or in violation of any law, rule or regulation. Advertiser agrees, at its own expense to indemnify, and hold harmless 7322437 Canada Inc its parent companies, officers, employees directors, representatives, agents and affiliates against any and all claims, demands suits, actions, proceedings, damages, liabilities, costs, expenses and losses of any kind arising out of or related to (a) the publication of any advertisement hereunder, (b) the Ad Materials or any matter or anything contained in any advertisement, and/or (c) any material of Advertiser to which users can link through any advertisement (including but not limited to, claims of trademark or copyright infringement, libel, defamation, breach of confidentiality, privacy or data protection violation, false, deceptive or misleading advertising or sales practices). 7322437 Canada Inc MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO ITS WEB SITES OR SERVICES TO BE DELIVERED HEREUNDER AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, ALL SERVICES ARE PROVIDED ON AN AS IS BASIS WITHOUT GUARANTEE.
Limitation of Liability.
7322437 Canada Inc SHALL NOT BE LIABLE TO THE ADVERTISER, ITS AGENCY OR ANY THIRD PARTY UNDER OR IN RELATION TO THESE TERMS OR ANY INSERTION ORDER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR INDIRECT DAMAGES OF ANY KIND OR NATURE, UNDER ANY THEORY OF LAW OR EQUITY, AND WHETHER OR NOT 7322437 Canada Inc HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL 7322437 Canada Inc’s LIABILITY UNDER OR IN RELATION TO THESE TERMS OR ANY INSERTION ORDER EXCEED THE FEES ACTUALLY PAID TO 7322437 Canada Inc FOR THE ADVERTISEMENT GIVING RISE TO SUCH LIABILITY.
Miscellaneous.
7322437 Canada Inc shall not be liable to Advertiser for delay or default in the performance of or completion of Services under the Insertion Order or these Terms, if caused by conditions beyond its control, including but not limited to, any act of God, governmental authority, or war, terrorist act, riot, labor stoppage or slowdown, fire, flood, severe weather, earthquake, accident, telecommunications or network failures, failure of the Internet, or electrical outages. These Terms, together with the Insertion Order, shall be governed and construed in accordance with the laws Quebec Canada, without regard to its conflicts of law principles. These Terms and the Insertion Order are the complete and exclusive agreement between the parties with respect to the subject matter and supersede any prior or contemporaneous agreements negotiations and communications, whether written or oral, between the parties regarding such subject matter. These Terms and Insertion Order may only be modified, or any rights under it waived, by a written document executed by both parties. 7322437 Canada Inc, will not be bound by any terms or conditions, printed or otherwise, appearing on any purchase order, copy instructions, contract or other documents submitted by Advertiser or its Agency, or expressed orally. To the extent of any conflict, these Terms shall prevail over the Insertion Order. These Terms and the Insertion Order are specifically between and for the benefit of 7322437 Canada Inc and Advertiser, and no other person or entity whatsoever (including without limitation, Advertisers agency) shall have any rights, interests or claims hereunder or be entitled to any benefits under or on account of these Terms or the Insertion Order as a third party beneficiary or otherwise. All obligations and liabilities which by their nature are intended to survive shall survive termination or expiration of these Terms and the Insertion Order for any reason. If the Insertion Order is signed by an Agency, the Agency represents and warrants that it has full authority to bind Advertiser and to enter this Agreement on its behalf.
Payment Terms
An invoice will be generated with the agreed upon terms and emailed separately.
