Suite 66

You will be contacted regarding the status of your application within 72 hours.

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Website Description:
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Publishers Agreement:
THIS PUBLISHER AGREEMENT (Agreement) is between Rydium Canada Inc., operating as Suite 66, with offices at 366 Adelaide St. W., Toronto, ON, M5V 1R9, Canada, and the person or entity identified in the application form (Publisher, collectively with Suite 66, the Parties). NOTIFICATION: PERMISSION TO USE THE SUITE 66 NETWORK (DEFINED BELOW) IN THE MANNER PROVIDED IN THIS AGREEMENT IS CONDITIONAL UPON THE PUBLISHER AGREEING TO THE TERMS SET OUT BELOW. PUBLISHER WILL NOT BE ABLE TO USE THE SUITE 66 NETWORK UNTIL IT HAS READ AND ACCEPTED ALL THE TERMS OF THIS AGREEMENT. CAREFULLY READ THE AGREEMENT. ACCEPTANCE SHALL BIND PUBLISHER AND ALL OF ITS EMPLOYEES, CONTRACTORS, AGENTS AND OTHER REPRESENTATIVES TO THE TERMS OF THIS AGREEMENT. THE INDIVIDUAL ACCEPTING THIS AGREEMENT HEREBY REPRESENTS AND WARRANTS THAT S/HE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF AND BIND PUBLISHER. BY SELECTING THE "I AGREE" BUTTON AT THE BOTTOM OF THIS SCREEN, PUBLISHER CONSENTS TO BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT. PLEASE PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS. IF PUBLISHER DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK ON THE "I DO NOT AGREE BUTTON". WHEREAS: a) Suite 66 operates an online marketplace (the Suite 66 Network). The Suite 66 Network includes member news and information website publishers (Publishers) and member advertisers (Advertisers). Publishers participate in advertising campaigns (each a Campaign) using the Suite 66 Network. Publishers and Suite 66 designate certain Publisher websites and secondary publisher websites as Network Websites. Each webpage within a Network Website is a Webpage. Advertisers may purchase the right to display advertising materials and linked URLs (collectively, Content) on Network Websites as part of Campaigns; b) Suite 66 owns or otherwise has the right to grant licenses to use proprietary technology which enables such Advertisers to publish such Content within the Suite 66 Network and enables Publishers and secondary publishers issued logins by Publisher to display such Content on Network Websites as part of Campaigns; c)Suite 66 provides tracking and reporting services (the Services) as described herein with respect to Campaigns; and d) Publisher desires to become a member publisher in the Suite 66 Network and to obtain Content from Suite 66 for display on Network Websites as part of Campaigns; NOW THEREFORE in consideration of the mutual covenants and agreements set out herein the Parties agree as follows: 1. Membership Effective upon the acceptance of all terms of this Agreement by Publisher, Publisher hereby is designated a member publisher in the Suite 66 Network. Suite 66 hereby grants to Publisher, and Publisher hereby accepts, a non-exclusive, non-transferable license for the term of the Agreement (the License) to use to use the Suite 66 software (including Suite 66's ad serving technology and excluding items licensed by Suite 66 from third parties) (the Program) and related documentation (collectively, the Licensed Materials) for purposes of Publisher's participation in the Suite 66 Network and in Campaigns, upon the terms and conditions set forth in this Agreement, and for no other purpose. Publisher shall acquire no right whatsoever to all or any part of the Licensed Materials except the rights expressly granted herein. Publisher hereby acknowledges that the Licensed Materials constitute the valuable property and trade secrets of Suite 66 embodying substantial creative efforts and confidential information. Publisher therefore agrees: to maintain the Licensed Materials in confidence; not to disclose or otherwise make available any of the Licensed Materials to any person except employees of Publisher with a need to know; issue written instructions to Publisher's employees prior to the disclosure to such employees of the Licensed Materials requiring them not to disclose, use or copy the Licensed Materials except as is reasonably required for them to perform their employment obligations for Publisher solely for the purposes permitted herein; except as otherwise permitted under this Agreement, not to copy any of the Licensed Materials; not to reverse engineer, reverse assemble or reverse compile the Program, and not to alter or remove any proprietary rights or copyright notice or identification which indicates Suite 66's ownership of the Licensed Materials. 2. Network Websites Publisher has the right to grant to Suite 66 and the Advertisers, and does hereby grant to Suite 66 and the Advertisers, the right and license to transmit, use, reproduce, display, distribute and track the Content and Campaigns on the Network Websites. 3. Content Publisher hereby agrees to display Content (defined below) supplied by Suite 66 on Network Websites as part of Campaigns. Suite 66 hereby grants, and Publisher hereby accepts, a sublicense from Suite 66 (with the right to further sublicense to approved secondary publishers issued logins by Publisher) of the right and license to transmit, use, reproduce, display, distribute and track the Content and Campaigns on the Network Websites. Publisher acknowledges, covenants and agrees that it will, and will cause all secondary publishers using its Suite 66 network account to, display the Content as is, without modification, solely on those Network Websites designated in the Application Form and those supplemental Network Websites designated by use of the Program (defined herein) functionality. Without limiting the foregoing, Suite 66 ad codes for Content (Ad Codes) cannot be modified from the original format provided by Suite 66 without Suite 66's prior written consent. Publisher shall not alter, copy, modify, take, sell, reuse, transfer or divulge any Ad Code other than to secondary publishers bound by a secondary publisher agreement in the form required by Suite 66 without Suite 66's prior written consent. Up to three units of Content may be displayed on each Webpage. Publisher shall not, and shall cause secondary publishers to not, place Content on blank Webpages, on Webpages with no content including without limitation error, login, registration, thank-you or welcome pages, on pages published specifically for the purpose of showing advertisements, on any domain parking websites, pop-ups, pop-unders, on top of another ad, or in such a fashion that may be deceptive to the Network Website visitor. Content cannot be placed in email messages. All Content must be placed in such a manner that a majority of visitors will notice the Content. Elements on a page must not obscure any portion of any Content, and Content colors must be such that any Content elements, including text and URL, are visible. Publisher may not label Content with text other than sponsored links or advertisements. Ad Code may be placed on Webpages with content primarily in English. Content must not be displayed on any page with content primarily in an unsupported language. In order to avoid associations with copyright claims, Publishers may not display Content on Webpages with MP3, video, news groups, or image results. Publisher shall, and shall cause any affected secondary publisher to, remove from any and all Network Websites all Ad Code which Publisher is required by Suite 66 to so remove, within twenty-four hours of receipt of notice from Suite 66. Publisher represents and warrants to, and covenants with, Suite 66 that: a) all its information set out in the application form is correct and current; b) it is the owner of all right, title and interest in the Network Websites and the domain names for the Network Websites and all content included and displayed therein, and all Intellectual Property Rights (as defined below) therein or related thereto, or otherwise has all necessary rights to grant to Suite 66 and Advertisers the rights granted herein to use the same to transmit, distribute, display and track (collectively, Use) Content; c) all Network Websites are and will be free of any worm, virus or other destructive programming or device that could cause damage to any data, computer system, software, property, person or entity; d) the Network Websites including all Webpages displayed therein do not and will not violate any applicable laws or regulations, including without limitation, false or deceptive or comparative advertising laws, gaming and gambling laws, competition laws, and criminal laws; e) the Network Websites including all Webpages displayed therein do not and will not contain any misrepresentation, or content that is defamatory or violates any applicable law, and the Network Websites including all Webpages displayed therein do not and will not contain, any adult content, including without limitation, any content that is in violation of applicable obscenity and child pornography laws; f) the Network Websites including all Webpages displayed therein and the websites linked there from and the Use of the foregoing (including any and all services or products described or referred to therein) do not and will not infringe any Intellectual Property Rights or other proprietary rights, and the Use of same will not violate or encourage violation of any applicable laws; g) the Publisher does not and will not engage in or promote, and the Publisher and the Network Websites including all Webpages displayed therein do not and will not facilitate illegal or legally questionable activities such as pirating and hacking; and h) the Network Websites including all Webpages displayed therein are not, and will not be at any time during any Campaign, under construction, hosted by a free service or constitute a personal home page. For the purposes of this Agreement, Intellectual Property Rights means all world-wide intellectual and industrial property rights, whether existing now or in the future, including without limitation copyrights, trade-marks, patents, inventions, industrial designs, trade secrets and information of a confidential nature, and all registrations and applications therefore. 4. Campaign Accounting In consideration for the fees payable hereunder Suite 66 agrees to track and report on Campaigns displayed on the Network Websites. Suite 66's tracking and reports shall be final and binding upon Publisher, and all amounts due shall be based on Suite 66 Accounting. Suite 66 shall have the sole responsibility for calculation of Publisher earnings, including Impressions (as defined below) and click through numbers. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to Suite 66. Publisher waives all claims relating to any such calculation or associated Net Campaign Revenues unless claimed within 60 days of the date of the relevant report. Suite 66 will provide Publisher with an explanation or adjustment of the numbers which shall be final and binding. Publisher shall protect its passwords and take full responsibility for its own, and any third party including any secondary publisher's, use of its accounts. Publisher agrees that under no circumstances does Suite 66 guarantee to provide Publisher with any minimum paid Content to any Network Website; unless otherwise agreed in writing. 5. Payment Suite 66 will collect advertising revenues and fees directly from Advertisers for placing Content and Campaigns on the Network Websites. Unless otherwise agreed in writing between Suite 66 and Publisher and subject to the last sentence of this paragraph, Suite 66 shall remit 50% of Net Campaign Revenues to Publisher. In this Agreement Net Campaign Revenues mean the gross dollar sums actually received by Suite 66 from the sale of Advertiser's Campaigns on the Network Websites, less any payment transaction fees including without limitation credit card fees, Campaign referral fees, cost-of-money/bad-debt fees, and applicable Content serving and tracking fees. Suite 66 reserves the right to set and negotiate specific payment terms with Publisher on an individual basis. Unless otherwise agreed in writing by the parties, Publisher will be paid within approximately (a) ninety (90) days after the end of each calendar month that ads are running on the Publishers website, or (b) 15 days from Suite 66's receipt of the applicable funds from Advertisers; whichever is later. All accounts will be settled in US dollars ($US). No cheques will be issued for any amounts less than US$100, provided however, that all unpaid Net Campaign Revenues will rollover to and be paid to Publisher in the next pay period in which aggregate Net Campaign Revenues exceed US$100. Suite 66 reserves the absolute right not to pay any Publishers that violate, in Suite 66's sole discretion acting reasonably, any of the terms and conditions of this Agreement. In the event that this Agreement is terminated, Suite 66 shall pay the Publisher earned balances within approximately ninety (90) days after the end of the calendar month in which the Agreement is terminated by Suite 66 or the Publisher. Notwithstanding the forgoing, Suite 66 shall not be liable for any payments based on (a) any amounts which result from invalid clicks on Content generated by any person, both automated program or impression (i) originating from the Publisher or any of its affiliates, employees, contractors, agents or representatives' IP addresses or computer under the Publishers control or (ii) solicited by payment of money, false representation or request for end users to click on Content; (b) Content delivered to end users whose browsers have JavaScript disabled. Suite 66 reserves the right to withhold payment or charge back Publishers account due to any of the foregoing or any breach of this agreement by the Publisher, pending Suite 66's, reasonable investigation thereof, or in the event that an Advertiser whose Content are displayed in connection with the Publisher Website(s) defaults on payment for one or more related Campaigns to Suite 66. Upon Suite 66's payment of the amounts payable pursuant to this Section 5 to Publisher, it shall be the sole responsibility of Publisher to allocate such amounts among itself and each secondary publisher in accordance with their respective interests therein. Suite 66 may change its pricing and/or payment structure at any time. Charges are exclusive of taxes. Publisher is responsible for paying all taxes and government charges, and agrees Suite 66 may withhold from any Net Campaign Revenues payable to Publisher hereunder any such amounts it is required by applicable law to withhold. To insure timely payment, Publisher is responsible for maintaining the correct contact and payment information associated with its Suite 66 account. Publisher's payment profile information must be updated by the last day of the calendar month to be reflected in the next payment. This must be done online using the Publisher's account. Any and all banking and service fees associated with returned or cancelled payments due to any error in the Publisher contact or payment information are Publisher's responsibility, and will be deducted from the following payment. 6. Non-Solicitation Publisher shall not, directly or indirectly, approach or otherwise solicit member Advertisers of the Suite 66 Network to sell Content to or engage in Campaigns with Advertisers other than through the Suite 66 Network. 7. Quality Control and Prohibited Uses Suite 66 reserves the right to refuse service to Publisher, in its sole discretion, with or without cause, including without limitation, based on the primary language of the Network Website. Publisher may only display Content on those Network Websites listed on the Application Form as the same is supplemented from time to time by Network Websites added to such list by Publisher's use of the Program (as defined herein) functionality. The Network Websites must not contain broken links and must be launched, functioning and easily navigable. Publisher shall not engage in, promote or facilitate illegal activities. Publisher shall not engage in any restricted activities described in this Agreement. Without limiting the foregoing, Publisher shall not, and shall not authorize any party to generate automated or fraudulent clicks, or advertise any product or service where such advertising is prohibited by law or otherwise engage in any unlawful or fraudulent business practice in any jurisdiction where the Network Websites are displayed. Webpages may not include incentives of any kind for users to click on Content. This includes encouraging users to click on Content or to visit the Advertisers' sites as well as drawing any undue attention to the Content. This activity is strictly prohibited in order to avoid potential inflation of Advertiser costs. For example, Network Websites cannot contain phrases such as click here, support us, visit these links, or other similar language that could apply to any Content. All proceeds from Network Websites with fraudulent or prohibited activity will be refunded to Advertisers and be excluded from the calculation of Net Campaign Revenues. All Content must be served from a Suite 66 server or serving location. Stored images that are loaded from a different location will not count towards any statistic or payment. Publisher agrees to not artificially inflate traffic counts using a program (including scripts), device, or other means. Excessive page reloading or any other abuse of the Suite 66 Network is prohibited. With the prior approval of Suite 66 certain language may appear above or below Content served by Suite 66. The following methods of generating visitor interest are unacceptable and may, at Suite 66's sole discretion, be grounds for termination of Publisher's membership in the Suite 66 Network: use of unsolicited email or inappropriate newsgroup postings to promote any Network Website; auto-spawning of browsers; automatic redirecting of users; clicking on Publisher's own banners or Content; blind text links; misleading links; use of robots; or any other method or deceptive software that may lead to artificially high numbers of Impressions or clicks. Violation of any prohibition set out in this Agreement may result in immediate termination of this Agreement or Publisher's account without notice and may subject Publisher to legal penalties and consequence. Suite 66 reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Publisher or Network Website for any reason at any time, including without limitation for a breach of any of the Publisher's representations and warranties set forth in 1(b) below, with or without notice to the Publisher and regardless of whether such Publisher or Network Website was previously accepted. Publisher shall ensure that each secondary publisher using Publisher's Suite 66 Network account is notified of and complies with the provisions of this Section 7. 8. Network Website Changes Publisher agrees that any such changes to the content or design of each Network Website shall be subject to this Agreement and the Publisher's representations and warranties set forth in Section 3 shall remain true and correct at all times after the execution of this Agreement. Without limiting the preceding sentence, in each case of a Network Website change, Publisher agrees to comply, and shall cause any secondary publisher it allows to use its Suite 66 Network account to comply, with the specifications provided by Suite 66 to enable proper delivery, display, tracking, and reporting of Content in connection with the Network Websites. 9. Network Website Traffic Suite 66 reserves the right to terminate Publisher's membership in the Suite 66 Network and this Agreement immediately should either (a) the number of impressions delivering the Content on the Network Websites (each an Impression) total less than 2,500 per calendar month, or (b) the unique Click Through Rate (as defined below) equals .15% or less for any fourteen (14) consecutive calendar day period, or (c) Network Website traffic falls below the minimum threshold established by Suite 66 from time to time. Suite 66 reserves the right to change the minimum Click Through Rate at any time in response to market pressures. For the purposes of this Agreement, Click Through Rate means the number of times the Content is clicked by a visitor on the Network Website compared to the number of times the Content is displayed. 10. Announcements Publisher shall not, and shall cause each secondary publisher to not, release any information regarding Publisher's relationship with Suite 66, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Suite 66. 11. Ownership a) Licensed Materials Publisher acknowledges, and shall cause each secondary publisher to acknowledge, that Suite 66 owns all right, title and interest, including without limitation all Intellectual Property Rights, in and to the Licensed Materials, and that neither Publisher nor any secondary publisher will acquire any right, title, or interest in or to the Licensed Materials except as expressly set forth in this Agreement. Neither Publisher nor any secondary publisher will modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Suite 66's services or software, including the Licensed Materials. Publisher acknowledges that certain Suite 66 services available as part of the Program are or may from time to time be unsupported under then current Suite 66 technical documentation. Such features are provided as is and Publisher's use of them shall be undertaken solely at Publisher's own risk. b) Data Suite 66 is the sole owner of all Network Website, Campaign and aggregate web user data collected by Suite 66. Publisher shall only have access to and the right to use for its own internal purposes the Campaign data that is collected through the use of Publisher's advertising inventory and Impressions. 12. Disclaimers, Indemnities and Limitations of Liability a) Indemnification: Publisher is solely responsible for any legal liability arising out of or relating to: i. the content and other material set forth on the Network Website and/or ii. any content or material to which users can link through the Network Website. Publisher hereby agrees to indemnify, defend and hold harmless Suite 66 and Advertisers, and their respective officers, directors, affiliates, agents and employees from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable legal fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings A. for libel, defamation, breach of privacy obligation, Intellectual Property Right infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Publisher, any secondary publisher or the Network Website or any website linked therefrom; B. arising out of any material breach by Publisher or any secondary publisher of any duty, representation or warranty including under any agreement with Suite 66 or C. relating to a contaminated file, virus, worm, Trojan horse or other destructive programming or device originating from the Network Website or any website linked therefrom. Notwithstanding the foregoing, Publisher's liability under this Section 12(a) does not include any such legal liability arising out of or relating to Content not supplied by Publisher, provided that Publisher agrees that, as Publisher's sole and exclusive remedy for any legal liability of Suite 66 or Advertisers arising out of or relating to i. the Content and/or ii. any content or material to which users can link through the Content supplied by Suite 66 hereunder, Publisher shall be limited to receive an amount equal to the lesser of (x) its direct, provable damages in respect of all such claims not to exceed U.S.$20,000.00 (twenty thousand United States dollars), and (y) the amount of any indemnities actually received by Suite 66 from the Advertiser whose Content or Context Trigger gave rise to such legal liability. b) Limitations of Liability: i. IN NO EVENT SHALL SUITE 66 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ECONOMIC LOSS OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, OR INABILITY TO USE ANY WEBSITE OR OTHER COMPUTER PROGRAM, EVEN IF SUITE 66 HAS BEEN ADVISED OF OR COULD HAVE REASONABLY FORESEEN SUCH LOSS OR DAMAGE OCCURRING AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NEITHER SUITE 66 NOR ITS ADVERTISERS WILL BE SUBJECT TO ANY LIABILITY WHATSOEVER FOR A. ANY FAILURE TO PROVIDE REFERENCE OR ACCESS TO ALL OR ANY PART OF ANY NETWORK WEBSITE, CONTENT DUE TO SYSTEM FAILURES OR OTHER TECHNOLOGICAL FAILURES OF SUITE 66 OR OF THE INTERNET; B. DELAYS IN DELIVERY AND/OR NON-DELIVERY OF CONTENT INCLUDING, WITHOUT LIMITATION, DIFFICULTIES WITH AN ADVERTISER, CONTENT, DIFFICULTIES WITH A THIRD-PARTY SERVER, OR ELECTRONIC MALFUNCTION; C. ERRORS IN CONTENT OR OMISSIONS IN ANY CONTENT OR CONTEXT TRIGGER; D. ANY USE OF PUBLISHER'S NETWORK ACCOUNT BY ANY THIRD PARTY INCLUDING ANY SECONDARY PUBLISHER. PUBLISHER ACKNOWLEDGES AND AGREES THAT IT IS SOLELY LIABLE TO ANY SECONDARY PUBLISHER THAT USES PUBLISHER'S SUITE 66 NETWORK ACCOUNT. ii. SUITE 66'S MAXIMUM LIABILITY UNDER OR RELATED TO THIS AGREEMENT SHALL IN NO EVENT EXCEED: A. FOR ANY CLAIM OR CLAIMS RELATING TO ANY ONE CAMPAIGN, THE LESSER OF i. AN AMOUNT NO GREATER THAN THE AGGREGATE AMOUNTS PAID TO PUBLISHER BY SUITE 66 IN THE THREE CALENDAR MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE FIRST CLAIM IN RESPECT OF SUCH CAMPAIGN AND ii. TWENTY THOUSAND UNITED STATES DOLLARS (US $20,000.00); AND B. IN THE AGGREGATE WITH RESPECT TO ALL CLAIMS ARISING FROM OR OTHERWISE RELATED TO THIS AGREEMENT, THE LESSER OF i. THE AGGREGATE OF ALL CAMPAIGN PAYMENTS MADE TO PUBLISHER BY SUITE 66 TO PUBLISHER UNDER THIS AGREEMENT, AND ii. TWENTY THOUSAND UNITED STATES DOLLARS (US $20,000.00). EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THIS AGREEMENT RELYING ON THE LIMITATIONS AND EXCLUSIONS OF LIABILITY STATED HEREIN AND THAT THOSE LIMITATIONS AND EXCLUSIONS ARE AN INTEGRAL PART OF THE BARGAIN BETWEEN THE PARTIES. c) Warranty Disclaimer: Except as expressly set forth in this Agreement, Suite 66 and its Advertisers do not make and hereby expressly disclaim all representations, warranties and conditions, express or implied, with respect to any matter whatsoever, including, without limitation, implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, the performance of any software programs incidental to services rendered by Suite 66, services provided by Suite 66 or any output or results thereof, and those arising by statute or otherwise in law from a course of dealing or usage of trade. Suite 66 and its Advertisers specifically disclaim any representations, warranties and conditions regarding the payments or revenues that may be generated and any economic or other benefit that Publisher may obtain by participation in this Agreement. d) Application: The limitations, exclusions and disclaimers in this Agreement shall apply irrespective of the cause of action, demand or claim, including without limitation, breach of contract, tort (including negligence), fundamental breach or breaches, failure of essential purpose, or any other legal or equitable theory. 13. Termination In the event that Publisher or any secondary publisher using Publisher's Suite 66 Network account breaches any provision of this Agreement, Suite 66 may immediately terminate any or all Campaigns, this Agreement and the Publisher's account without notice to Publisher. Suite 66 may cancel immediately any or all Campaigns or this Agreement for convenience, at any time with or without notice. The Publisher has the right to cancel its participation in any Campaign at any time (such cancellation shall generally be effective within 24 hours). Upon receipt of such termination notice, Publisher agrees and shall cause each secondary publisher to immediately remove from the Network Websites all Ad Code. Both parties shall cease to display and remove the other party's trade-marks, logos, hyperlinks and other intellectual property marks from their respective websites and all other materials. Publisher will be paid, on the same payment cycle as detailed in section 2, all amounts due up to the time of termination. Upon termination, any referral relationship made pursuant to a referral agreement separate from the within agreement will also be terminated and Publisher will not be entitled to future referral commissions pursuant thereto. 14. GENERAL a) Entire Agreement and Interpretation: This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Sections 5, 10, 12, 13, 14, 15 and 16; the second and fifth sentences of Section 4; and the last sentence of the first paragraph of Section 7, shall in each case survive expiration or early termination of this Agreement and remain in full force and effect. Failure by either party to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision. Any waiver of any provision of this Agreement shall be effective only if in writing and signed by the party against whom enforcement is sought. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. This Agreement may be executed in any number of counterparts and in electronic form, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. b) Relationship: The parties are independent contractors and nothing in this Agreement shall be deemed to create any agency, employment, partnership, joint venture or other relationship between the parties and neither Suite 66 nor Publisher shall hold itself out as the agent of the other, unless otherwise specified in this Agreement. c) Excusable Delays: Neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God and natural disasters, labour disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, communication or utility failures, epidemics or casualties. d) Public Release: Publisher shall not release any information regarding Campaigns, Content, Advertisers or Publisher's relationship with Suite 66, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of Suite 66. Suite 66 shall have the right to reference and refer to its work for, and relationship with, Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of Suite 66 and Publisher. e) Modifications: Suite 66 reserves the right to change any conditions of this contract at any time. Suite 66 will post any changes to this Agreement in Publisher's account and Publisher will be required to agree with any changes before it is allowed to continue using its account. In the event that Publisher does not agree with all such changes, this Agreement shall immediately terminate. Publisher is responsible for complying with any such changes, effective as of the date Suite 66 posts such change to Publisher's account. f) Privacy: Publisher acknowledges and agrees that it has read and agrees to abide by the terms of Suite 66's Privacy Statement that are applicable to Publisher, which Privacy Statement is hereby incorporated by reference into this Agreement. Suite 66's, policies including the Privacy Statement may be modified any time, and it is Publisher's responsibility to keep up-to-date with and adhere to Suite 66 policies. g) Assignment: Publisher may not assign this Agreement, in whole or in part, without the prior written consent of Suite 66. Any attempt to assign this Agreement without such consent will be null and void. Suite 66 network accounts are not transferable, assignable or resalable in connection with the sale of any Network Website or otherwise. In the event that Publisher changes ownership or management of a Network Website, Publisher must remove the Network Website from its Suite 66 network account, and the new owner or manager thereof may apply for membership as a publisher in the Suite 66 Network in its own name. Suite 66 may assign this Agreement, in whole or in part, without the consent of or notice to Publisher. h) Governing Law: This Agreement will be governed by and construed in accordance with the laws in force in the Province of Ontario, Canada. i) Ability to Enter into Agreement: By executing this Agreement, Publisher warrants that Publisher (or an authorized representative of Publisher) is at least 18 years of age and has all legal capacity and authority to enter into this binding Agreement on behalf of Publisher. 15. CONSENT By selecting the I agree button, Publisher agrees that the statements provided in the attached application form are true and complete. Publisher agrees to promptly notify Suite 66 in writing of any change to the information set out in its attached application. Publisher hereby consents and authorises Suite 66 and its agents, contractors and representatives to collect, verify, copy, use, communicate with and disclose to third parties, at any time, any personal information requested on the attached application form or otherwise with respect to Publisher (Information) which, in the sole and reasonable opinion of Suite 66 is required for any of the following purposes: a) to investigate and/or verify all Information; b) to complete or perform the transactions contemplated in this Agreement and any further transactions resulting from future approved Publisher requests; c) to respond to inquiries from, and exchange Information with, third parties (including credit reporting agencies, financial institutions, creditors, vendors and other persons); d) to improve and develop existing and additional Suite 66 products and services, to conduct surveys to better understand the needs, profiles and experiences of its customers, and to aggregate statistics gathered by Suite 66 about its customers, sales, products and services provided that such statistics will not include personally identifying information about Publisher; e) to promote to Publisher any other products and services, except that Publisher may, at any time, request Suite 66 not to use or share Information for such purpose by contacting Suite 66; or f) as required by law. From time to time (including after termination of Suite 66's dealings with Publisher), any credit bureau, bank, financial institution or other person possessing any Information is, by this consent, hereby authorized to communicate the Information upon request by Suite 66. Suite 66 may retain and use for its own purposes all information Publisher provides, including but not limited to Network Website demographics and contact and billing information. Publisher agrees that Suite 66 may transfer and disclose to third parties personally identifiable Information about Publisher for the purpose of approving and enabling Publisher's participation in the Suite 66 Network, including to third parties that reside in jurisdictions with less restrictive data laws than Publisher's own. Suite 66 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. Suite 66 disclaims all responsibility, and will not be liable to Publisher, however, for any disclosure of that Information by any such third party. Suite 66 may share aggregate (i.e., not personally identifiable) information about Publisher with advertisers, business partners, sponsors, and other third parties. In addition, Publisher grants Suite 66 the right to access, index and cache the Network Websites, or any portion thereof, including by automated means including web spiders or crawlers. The consent given herein to use or disclose information including Information is in addition to and does not derogate from any consent given on the attached application form or previously given to Suite 66. 16. ACCEPTANCE PUBLISHER HEREBY AFFIRMS THAT PUBLISHER HAS READ THIS AGREEMENT AND AGREES TO ALL OF ITS TERMS AND CONDITIONS INCLUDING IN THE ATTACHED APPLICATION FORM WHICH IS INCORPORATED INTO THIS AGREEMENT BY THIS REFERENCE. PUBLISHER ACKNOWLEDGES AND AGREES THAT IT SHALL BE BOUND BY ALL PROVISIONS OF THIS AGREEMENT EFFECTIVE UPON ITS EXECUTION OF THIS AGREEMENT SAVE AND EXCEPT THE PROVISIONS RELATING TO CREDIT WHICH MAY GRANTED BY SUITE 66 AND ACKNOWLEDGES AND AGREES THAT UPON SUITE 66'S GRANTING CREDIT APPROVAL TO PUBLISHER IN RELIANCE UPON PUBLISHER'S APPLICATION FORM, THOSE PROVISIONS SHALL ALSO BE OF FULL FORCE AND EFFECT.
* I have read and understood the above Publisher’s Agreement
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