- Definitions: Capitalized terms not defined herein are set out in the Ad Server Order Form.
- Scope: Subject to your timely payment of all fees and compliance with all applicable terms, Centro shall, during the term of this agreement, provide you with access to SiteScout’s Ad Server to: store and catalogue your display ads; serve ads and related links; and, track the results of your various campaigns.
- Term: The initial term of this agreement is set out on the Ad Server Order Form. After this initial term expires, the contract will continue on a month-to-month basis.
- Reports: Impressions served will be calculated using Centro’s statistics and data. If these differ from any other statistics or data, Centro’s measurements prevail.
- Use of Ad Server: You are responsible for your use of the Ad Server Services, and all liabilities and claims associated with you doing so.
- Advertising and Target Site Content: You shall not use the Ad Server Services to deliver any ads, link to any web pages, or engage in any illegal, deceptive or fraudulent business practice, or take any other action that could result in claims, fees, fines, penalties or other liability to Centro, its affiliated companies, or to you.
- Responsibility for Traffic Fees: The billing rates noted on the Ad Server Order Form are solely for usage of the Ad Server Services. You are responsible for all other costs (including, but not limited to, the cost of ad space and customer data).
- Billing Cycle: The billing cycle begins on the day that your written Ad Server agreement is executed, and is 1 month long. Each subsequent billing cycle is also 1 month long.
- Billing: You shall pay the Monthly Minimum Purchase in advance of each month. Centro will bill you for any overages at the end of each month, on Net 30 terms. If you do not agree with any amount invoiced, you must notify Centro within 10 business days of month’s end. By failing to do so, you are deemed to have accepted the figures provided.
- Late Payment: Late payments are subject to late fees at the rate of 1.5% per month (equivalent to 18% per year). Your obligation to pay fees when due is not subject to any right of set-off. If you fail to pay fees when due, Centro may: (i) immediately terminate this agreement; (ii) deactivate your account, and block your access to the Ad Server Services; and/or (iii) permanently delete all ads and data in your Ad Server account.
- Security: The credit card you provide on file will be used as security for any outstanding amounts. You hereby authorize Centro to charge your card for any amounts owed, as required.
- Indemnification: You hereby agree to indemnify and hold Centro, and its affiliated companies, harmless against any and all judgments, claims, liabilities, settlements, penalties, costs and expenses (including, but not limited to, reasonable attorneys’ fees, whether incurred as the result of a third party claim or a claim to enforce this provision) (collectively, “Liabilities”) paid or incurred by Centro, or its affiliated companies, in connection with a claim, suit, action or proceeding (each, an “Claim”), to the extent such Claim arises out of, or relates to, a misrepresentation you have made, your breach of any term of this agreement, or the content of any ad served using the Ad Server Services..
- Data: You grant Centro the right to use all data collected by the SiteScout Ad Server. Centro shall only use such collected data: (a) with respect to certification testing by independent third parties; and, (b) in aggregate, in its marketing materials. Centro shall not disclose your name, address or other identifying information in connection with any such usage.
- DISCLAIMER: CENTRO WILL TAKE COMMERCIALLY-REASONABLE EFFORTS TO ENSURE THAT THE AD SERVER SERVICES PROVIDE YOU WITH THE SCOPE OF SERVICES SET OUT IN SECTION 1 OF THIS AGREEMENT. THAT SAID, CENTRO DOES NOT REPRESENT OR WARRANT THAT THE AD SERVER SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FREE OF ERRORS, VIRUSES OR INTERRUPTIONS. FURTHERMORE, CENTRO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE AD SERVER SERVICES OR THE INFORMATION, CONTENT OR MATERIALS ON THE AD SERVER SERVICE. CENTRO EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING ANY AND ALL REPRESENTATIONS AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE AD SERVER SERVICES OR THE INFORMATION, CONTENT OR MATERIALS ON THE AD SERVER SERVICE. CENTRO IS NOT LIABLE TO YOU, OR TO ANY THIRD PARTY (E.G. YOUR CUSTOMERS), FOR ANY LOSSES, COSTS OR DAMAGES, WHETHER DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY, (INCLUDING LOST PROFITS) INCURRED IN CONNECTION WITH THE AVAILABILITY, OPERATION OR USE OF THE AD SERVER SERVICES (E.G. ANY COSTS YOU PAID TO THIRD PARTIES FOR AD SPACE OR USER DATA). IN ADDITION, CENTRO’S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING HEREUNDER WILL NOT EXCEED THE FEES THAT YOU PAID TO CENTRO FOR AD SERVER SERVICES DURING THE 6 MONTHS PRECEDING SUCH CLAIM.
- Liability for Ad Server. If the Ad Server Services fail to serve your ads as required, Centro will reimburse you for the amounts that you paid to Centro for usage of the Ad Server Services related to such failed impressions. In no event will Centro be liable to you (or any other party) for any special, direct, indirect, incidental or consequential damages of any kind whatsoever (including loss of profits, loss of business opportunities, costs of substitutes, legal fees and court costs) exceeding the amount that you paid to Centro for the ads that were not served, even if such damages are reasonably foreseeable. Without limiting the foregoing, Centro will not be liable to you (or any other party) for any amounts you paid to purchase the advertising space from publishers, ad networks or any third party, or third party data related to the ads that were not served.
- Termination: Either party may terminate this agreement by giving the other party not less than 30 calendar days’ written notice of termination. Centro may also terminate this agreement immediately if you breach any term hereof, or fail to make timely payment when required. Upon termination for any reason, all amounts owing to Centro become immediately due and payable. Section 13 above shall survive the termination of this agreement.