Thank you for choosing our services for your online advertising needs. Adtize, Inc. ("ADTIZE", "Supplier") provides you ("Customer") these services from 519 West State Street, Suite 201, Pleasant Grove, UT 84062.      

By choosing to use our services, you are agreeing to the following terms. Since these terms impose certain legal obligations on you, it is important that you read them carefully.      

1. Interpretation  

1.1 The definitions and rules of interpretation in this clause apply in this agreement.  

Authorized Users: those employees, agents and independent contractors of the Customer who are Authorized by the Customer to use the Services and the Documentation, as further described in clause 2.2(a).

Business Day: any day which is not a Saturday, Sunday, or public holiday.  

Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.  

Confidential Information: information that is proprietary or confidential and is either clearly labeled as such or identified as Confidential Information in clause 10.5.  

Customer Data: the data inputted by the Customer, Authorized Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.  

Documentation: the document made available to the Customer by the Supplier online via adtizeadserver.com or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.  

Effective Date: the date both parties sign and date this agreement.  

Initial Subscription Term: the initial term of this agreement as set out in Schedule 1.  

Impression: A call to the Supplier's API to display an ad managed through Supplier's software services on a website through the internet.  

Normal Business Hours: [8:00 am to 6:00 pm] Mountain Standard time, each Business Day.  

Renewal Period: the period described in clause 13.1.  

Services: the subscription services provided by the Supplier to the Customer under this agreement via adtizeadserver.com or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.  

Software: the online software applications provided by the Supplier as part of the Services.  

Subscription Fees: the subscription fees payable by the Customer to the Supplier for the User Subscriptions, as set out in paragraph 1 of Schedule 1.  

Subscription Term: has the meaning given in clause 13.1.  

Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available at adtizeadserver.com or such other website address as may be notified to the Customer from time to time.  

User Subscriptions: the user subscriptions purchased by the Customer pursuant to clause 8.1 which entitle Authorized Users to access and use the Services and the Documentation in accordance with this agreement.  

Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.  

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.  

1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) [and that person's legal and personal representatives, successors or permitted assigns].  

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.  

1.5 Words in the singular shall include the plural and vice versa.  

1.6 A reference to one gender shall include a reference to the other genders.  

1.7 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.  

1.8 A reference to writing or written includes faxes but not e-mail.  

1.9 References to clauses and schedules are to the clauses and schedules of this agreement; references to paragraphs are to paragraphs of the relevant schedule to this agreement.      

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with clause 8.1, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Authorized Users to use the Services and the Documentation during the Subscription Term solely for the Customer's internal business operations.  

2.2 In relation to the Authorized Users, the Customer undertakes that:  

(a) it shall maintain a written, up to date list of current Authorized Users and provide such list to the Supplier within [5] Business Days of the Supplier's written request at any time or times;  

(b) it shall permit the Supplier to audit the Services in order to establish the name and password of each Authorized User. Such audit may be conducted at any time, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;  

(c) if any of the audits referred to in clause 2.2(a) reveal that any password has been provided to any individual who is not an Authorized User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and  

if any of the audits referred to in clause 2.2(a) reveal that the Customer has underpaid Subscription Fees to the Supplier, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with the prices set out in paragraph 1 of Schedule 1 within [3] Business Days of the date of the relevant audit  

2.3 The Customer shall not access, store, distribute or transmit any viruses or any material during the course of its use of the Services that:  

(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive;  

(b) facilitates illegal activity;  

(c) depicts sexually explicit images;  

(d) promotes unlawful violence;  

(e) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or  

(f) causes damage or injury to any person or property;  

and the Supplier reserves the right, without liability to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.  

2.4 The Customer shall not:  

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:  

(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or  

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or  

(b) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or  

(c) subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorized Users, or  

(d) attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and  

2.5 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorized access or use, promptly notify the Supplier.  

2.6 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.      

3. Services  

3.1 The Supplier shall, during the Subscription Term, provide the Services and make available the Documentation to the Customer on and subject to the terms of this agreement.  

3.2 The Supplier shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for:  

(a) planned maintenance carried out during the maintenance window of [1:00 pm to 5:00 pm Mountain Standard time]; and  

(b) unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavors to give the Customer at least 6 Normal Business Hours' notice in advance.  

3.3 The Supplier will, as part of the Services and at no additional cost to the Customer, provide the Customer with the Supplier's standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time. The Customer may purchase enhanced support services separately at the Supplier's then current rates.  

3.4 Subject to the timely payment of all required fees, ADTIZE grants you a limited, revocable, non-exclusive, non-assignable right to use:  

(a) ADTIZE Ad Server's ad server platform solely to:  

(i) store and catalog your display ads;  

(ii) serve ads (and related links); and,  

(iii) track the results of your various campaigns; all strictly subject to, and in accordance with, this agreement.  

3.5 ADTIZE needs the right to use your ad to the extent necessary to provide you with the Services, now and in the future. For example, if you upload an ad to the ADTIZE Ad Server platform and request that it be served to a particular website, ADTIZE requires a license from you to do so.  

By using the Services, you:  

(a) grant to ADTIZE, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, and translate such ads, solely in the manner and for the purposes for which the Services are used from time to time; and,  

(b) grant to ADTIZE, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferable, irrevocable right to collect, use and modify any data related to your ads;  

(c) grant to ADTIZE, and its affiliates and subsidiaries and suppliers, a non-exclusive, royalty-free, transferable, irrevocable right to use your name, logo and ads on each of their respective websites and promotional materials; and,  

(d) represent to ADTIZE that you have the lawful right to post and distribute that ad to or through the Services and, in doing so, you are not violating the terms of this agreement, the terms of any other agreement, or the rights of any person or entity.  

3.6 ADTIZE provides you with 'conversion pixels' to track certain statistics related to your ads (including the number of conversions, eCPA, revenue and conversion rates). You are responsible for correctly installing and using these 'conversion pixels' in the manner specified. ADTIZE makes no representations or warranties with respect to the accuracy of the information collected by such 'conversion pixels' or the data derived from such information.       

4. Customer data  

4.1 The Customer shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.  

4.2 The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at adtizeadserver.com or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time. In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy shall be for the Supplier to use reasonable commercial endeavors to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure described in its Back-Up Policy. The Supplier shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up).  

4.3 The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Customer Data available at adtizeadserver.com or such other website address as may be notified to the Customer from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.  

4.4 If the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:  

(a) the Customer acknowledges and agrees that the personal data may be transferred or stored outside the US or the country where the Customer and the Authorized Users are located in order to carry out the Services and the Supplier's other obligations under this agreement;  

(b) the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer's behalf;  

(c) the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;  

(d) the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and  

(e) each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage.      

5. Third party providers  

The Supplier makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party website or service, or any transactions completed, and any contract entered into by the Customer, with any such third party. Any contract entered into and any transaction completed via any third-party website is between the Customer and the relevant third party, and not the Supplier. The Supplier recommends that the Customer refers to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. The Supplier does not endorse or approve any third-party website.      

6. Supplier's obligations  

6.1 The Supplier undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.  

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorized contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 6.1. Notwithstanding the foregoing, the Supplier:  

(a) does not warrant that the Customer's use of the Services will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and  

(b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.  

6.3 This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.  

6.4 The Supplier warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this agreement.      

7. Customer's obligations  

The Customer shall:  

(a) provide the Supplier with:  

(i) all necessary co-operation in relation to this agreement; and  

(ii) all necessary access to such information as may be required by the Supplier;  

in order to render the Services, including but not limited to Customer Data, security access information and configuration services;  

(b) comply with all applicable laws and regulations with respect to its activities under this agreement;  

(c) carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;  

(d) ensure that the Authorized Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorized User's breach of this agreement;  

(e) obtain and shall maintain all necessary licenses, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;  

(f) ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and  

(g) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier's data centers, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.  

   

8.1 The Customer shall pay the Subscription Fees to the Supplier for the impression usage and media hosting fees in accordance with this clause 8 and Schedule 1.  

8.2 The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:  

(a) its credit card details to the Supplier, the Customer hereby authorizes the Supplier to bill such credit card:  

(i) on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and  

(ii) subject to clause 13.1, each month after the Effective Date during the subscription period;  

(iii) following the initial subscription period this agreement will continue on a month-to-month basis.  

(b) its approved purchase order information to the Supplier, the Supplier shall invoice the Customer:  

and the Customer shall pay each invoice on the day that it is received.  

8.3 If the Supplier has not received payment within 3 days after the due date, and without prejudice to any other rights and remedies of the Supplier:  

(a) the Supplier may, without liability to the Customer, disable the Customer's password, account, and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and  

(b) interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of LIBOR at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.  

8.4 All amounts and fees stated or referred to in this agreement:  

(a) shall be payable in US dollars;  

(b) are, subject to clause 12.4(b), non-cancellable and non-refundable, except:  

(c) if a refund request is made within 14 days of the Effective Date, less any Usage or Bandwidth charges. 

8.5 If, at any time whilst using the Services, the Customer exceeds the monthly impression commitment specified in the Documentation and Schedule 1, the Supplier shall charge the Customer, and the Customer shall pay, the Supplier's then current excess impression fees. The Supplier's cost per thousand impression fees, current as of the Effective Date, are set out in Schedule 1.  

8.6 The Supplier shall be entitled to increase the Subscription Fees, the fees payable in respect of the impression usage and/or the media hosting fees payable pursuant to clause 8.5 at the start of each month upon 30 days' prior notice to the Customer and Schedule 1 shall be deemed to have been amended accordingly. 

8.7 The Customer shall pay the Subscription Fees to the Supplier based on subscription plan as outlined.

8.8 Any CDN bandwidth usage that is incurred above and beyond the allotted monthly amount will be billed at $0.12 per GB.