Service Terms and Conditions

Wired Carbon Inc., a company organized under the laws of Ontario, (“Wired Carbon”), will provide Ad Tech And Support Servicesas specified in these Terms and Conditions (“Terms”) and more particularly described in the Order Form (“Order”) that identifies the customer (“Customer”), (collectively the Terms and Order are “Agreement”).

1. 1. Wired Carbon is authorized to resell the Google Ad Manager Service set fort under Wired Carbon’s  Order Form, as permitted herein (the “Reseller Services”), such that Wired Carbon will contract with certain publishers (each, a “Customer” referred to in this Term’s and Conditions document as “Company”) to Wired Carbon’s form written agreement (each, a “Customer Agreement”) covering Company’s use of the Google Ad Manager Service. Wired Carbon represents and warrants that it has all necessary rights and authority to enter into agreements for the Google Ad Manager Service (including any ancillary features thereof) on behalf of any Customer(s). Wired Carbon will be solely responsible for all provision of the Reseller Services to Customers hereunder. For purposes of clarification, (x) Google’s primary point of contact for the Reseller Services will be Wired Carbon (and not Wired Carbon’s Customers), and (y) Wired Carbon’s Customers’ primary point of contact for the Reseller Services will be Wired Carbon, provided that Google and Customer may communicate for the purposes of account support and/or in connection with Customer using ancillary features of the Services. For purposes hereof, a publisher may be a Customer of Wired Carbon hereunder only if (i) it is organized in the United States or Canada, (ii) it has a principal place of business in the United States or Canada, and (iii) its operation, management and control of Target Properties are performed from the United States or Canada.
   2. Wired Carbon Services. Wired Carbon may provide the following Support services as may be identified in an Order:
      1. 1. Google Ad Manager 360 Support. Wired Carbon will support Customers with Google Ad Manager 360 accounts under their reseller agreement. This support can include (but is not limited to) troubleshooting User interface issues, Training within the User interface, education of features within the user interface, enabling and/or disabling features within the user interface, engaging Google in user interface issues as Wired Carbon sees necessary.
         2. Daily Ad Operations (Daily Ad Operations Services). Wired Carbon focuses on daily management of ad operations from direct sales support to post campaign analysis (“Ad Operations Support”). This Ad Operations Support includes daily ad operation functions including (but not exclusive to) campaign booking, creative testing, troubleshooting, optimizations and post campaign analysis. Ad Operations Support is is available for up to 40-hours per week, 9am to 5pm ET Monday through Friday. After hour emergency support is available for emergency situations.
         3. Tech Operations.  This tech operations Support includes project based including (but not exclusive to) website audits (viewability/page speed), ad unit setup, code best practices, layout advertising best practices, Wired Carbon’s Tech Operations will not revise customers code on webpages. Tech Operations is available for up to 40-hours per week, 9am to 5pm ET Monday through Friday. After hour emergency support is available for emergency situations.
         4. Programmatic and RTB exchange management. Wired Carbon has developed technologies and works with Ad Tech partners to provide  different benefits and integrations with existing platforms. Wired Carbon bridges the gap with new emerging platforms and the existing systems by providing the specialized skills and expertise to the Customer to increase revenue in new streams. Wired Carbon provides the Customer the opportunity to tap into a private marketplace in different regions of the world; helping increase overall revenue, and yield of existing advertising inventory. Wired Carbon provides the Customer a management service where the commission is determined by the incremental revenue generated by Wired Carbon (the “Management Service”). Management Service for supply side platform (SSP) support include but are not limited to remnant setup and management, advertiser block list management, first look partner setups, private exchange and marketplace management, SSP migration, SSP tag layout setup/architecture and SSP tag setup in primary ad servers.
         5. Creative Design and Development. Wired Carbon may provide to Customer access to Wired Carbon’s access to Ad Tech and it’s roster of creative designers and developers. Wired Carbon Ad Tech, designers and developers design and develop creative campaigns. Creative strategy and direction is provided based on the Customer’s request and consent.
         6. Technology Direction, Implementation and Management. Wired Carbon will provide to Customer, upon request, online video, programmatic buying, mobile and responsive designs. Wired Carbon has relationships with several technology leaders. Wired Carbon provides to Customer guidance in product selection, support in implementation and post deployment management. Wired Carbon will provide to Customer support and guidance as qualified consultants. Key examples of project based support items Wired Carbon can provide with hourly averages for each project item: Website redesigns, current website assessment, Customer side code best practices, Layout advertising best practices, ad server implementation practices, design consultations and best practices, final design assessment, post launch support and troubleshooting.
   3. Certain Customer Obligations.
      1. Technical Contact. A technically-competent member of Customer’s staff shall be designated by Customer to serve as the technical contact to Wired Carbon with responsibility for addressing all technical matters under this Agreement (“Technical Contact”). The Technical Contact shall approve in a timely fashion all buy ads requested by Wired Carbon. The Technical Contact designated as of the Effective Date is named in in the Order. All technical advisories, announcements and similar notices will be sent by Wired Carbon to the Technical Contact.
      2. Advertising and Target Site Content.The advertising delivered under this Agreement, Customer’s advertising activities, and each website URL that Customer is engaging Wired Carbon to service under this Agreement (each, a “Target Site”). The Target Sites’ content and business practices shall not, to Customer’s knowledge, be deceptive, pornographic, hate-promoting, misleading, obscene, defamatory or otherwise illegal.
      3. Prompt Notification of Service Issues. Without limiting Wired Carbon’s obligations to respond to and repair any issues, Customer agrees to notify Wired Carbon of the service issues it discovers by calling WIRED CARBON’s Technical Support promptly and will use commercially reasonable efforts to notify Wired Carbon no later than three (3) business days after the issue is first discovered by Customer. Examples of service issues include without limitation anomalies in ad delivery, reporting, and in the behavior of Wired Carbon’s ad server coding that delivers the Ads (“Ad Tags”) and Ads. See also (Pricing; Invoices; Payment Terms).
   4. Relations with Advertisers and Publishers. Customer is solely responsible for managing the relationships with Customer’s advertisers and/or web site publishers. As between the parties, Customer is entitled to, and will retain, any and all revenue generated from each project under this Agreement and all data collected and generated under this Agreement.
   5. Pricing; Invoices; Payment Terms.
      1. Pricing for Wired Carbon Servicess are set forth in an Order.
      2. At the end of each calendar month of the term, Wired Carbon will provide to Customer a written invoice for the fees due from the prior month’s activity (consisting of fees due from ad delivery, use of optional features, services, and training if applicable). Fees will be invoiced in US dollars unless otherwise indicated in the order form and agreement. Invoices will be sent to the billing contact designated in the Order, and are payable in full within thirty (30) days following the Customer’s receipt of each  invoice.
      3. All payments shall be made by electronic funds transfer or wire transfer, payable to Wired Carbon inc. at the address designated on the invoice. Customer is responsible for paying all taxes applicable to receipt, other than income taxes imposed on Wired Carbon related to the compensation it receives under this Agreement. Payments hereunder shall be made without deduction for withholding taxes. Late payments will be subject to late fees at the rate of 1.5% per month, or if lower, the maximum rate allowed by law. In no event shall Customer’s obligation to pay fees when due be subject to set off
      4. If Customer fails to pay fees invoiced by Wired Carbon within Thirty (30) days following the payment due date, Wired Carbon shall have the option, without prior notice or warning to suspend or terminate this Agreement. Service will not to be restored until Customer pays all undisputed overdue amounts. Customer shall be responsible for paying ongoing fees during a suspension or up to the end of the then current term in the event of termination
   6. Subject to receipt of payment from Google, the gross Adx earnings minus Google and Wired Carbon deductions (“Net ADX”) will be paid to the Company after receipt of payment from Google. Notwithstanding anything else herein contained, Wired Carbon shall be permitted to hold back, deduct and set off any payments owing and unpaid under this section from any money that Company owes to Wired Carbon at any time (including for Google Ad Manager 360 Service Fees) or for any adjustment made by Google on their reporting or payments. If Wired Carbon does not choose to exercise this right at any given time, Wired Carbon does not lose this right. For the sake of clarity, any interim reporting we provide to you is subject to subsequent adjustment by Google.
      1. All dollars considered in this agreement are in US Dollars unless otherwise stated in customers Order Form.
         1. If Company uses the Services on behalf of its Affiliates and/or an Affiliate of Company enters into an Affiliate Adopting Agreement that incorporates the terms of this Order Form, the aggregate volume of impressions served for Company and all applicable Affiliates shall be used to determine the applicable CPM rates and the Service Fees payable by Company or applicable Affiliates.
   7. Confidentiality. The receiving party will not disclose the Confidential Information of the disclosing party, except to Affiliates, employees, agents or professional advisors of the receiving party who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The receiving party will ensure that those people and entities use the Confidential Information of the disclosing party only to exercise rights and fulfill obligations under the Agreement, and that they keep it confidential. The receiving party may also disclose Confidential Information when required by law after giving reasonable notice to the disclosing party, if permitted by law. For purposes of clarification, Data and the terms and conditions of this Agreement are considered Confidential Information under the Agreement.
   8. Wired Carbon Services Privacy.
      1. In no event shall the information communicated by the Target Sites to the Wired Carbon Services, whether through the Ad Tags or otherwise, ever contain information that Wired Carbon could use or recognize as personally-identifiable about any end user or other individual.
      2. Without limiting any other term of this Agreement, each party will comply with all applicable laws and regulations relating to privacy.
   9. Proprietary Rights.
      1. Wired Carbon retains all rights in and to the Wired Carbon Services and its proprietary user interface, including any enhancements made by Wired Carbon to the Wired Carbon Services or Technology Operations as referenced in an Order (collectively, “Proprietary Technology”). Customer has no rights in or to the Wired Carbon Services beyond the limited rights of access and use contemplated by this Agreement.
      2. As between Wired Carbon and Customer, Customer retains all rights in and to Ads that are uploaded into and delivered by the Ad Delivery Service, including any modifications, if any, made by Wired Carbon on Customer’s behalf. Wired Carbon has no rights in or to the Ads other than the limited right to store, deliver, and, if requested by Customer, modify, the Ads as contemplated by this Agreement.
   10. Term; Termination
       1. Term: The term of the Agreement is as set forth in an applicable Order Form(s), unless earlier terminated in accordance with the Agreement.
       2. Termination: Either party may terminate an Order Form upon notice with immediate effect if the other party is in material breach of these Terms or the applicable Order Form (which includes any breach by Company of these Terms):
          1. where the breach is incapable of remedy.
          2. where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days after receiving notice from the other party: or
          3. more than twice even if the previous breaches were remedied.
       3. Google and or Wired Carbon may terminate the Agreement immediately upon notice if pornographic content that is illegal under U.S. law is displayed on any Target Property.
       4. If Google and or Wired Carbon is unable to provide a Service due to any changes in law or regulations, Google and or Wired Carbon may terminate the applicable Order Form related to such Service upon notice to Company.
       5. Upon the expiration or termination of the Agreement for any reason:
          1.  all rights and licenses granted by each party will cease immediately; and
          2. if requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information (excluding Data) disclosed to it by the other party.
       6. If Company or a Company Partner is in violation (or if Google and or Wired Carbon reasonably suspects a violation) of this Agreement, then Google and or Wired Carbon may immediately suspend or deactivate Company or Company Partner ‘s use of all or any part of the applicable Services.
   11. Non – Payment
       1. If the Company is in default past 30 days Wired Carbon reserves the right to suspend or cancel services. Once services are cancelled Company would need to reapply for the Google License and Company does not guarantee reinstatement or time service will be not available, all of which is subject to Wired Carbon and Google’s approval.
       2. Notwithstanding anything else herein contained, Wired Carbon shall be permitted to hold back, deduct and set off any payments owing and unpaid under this section from any money that Company owes to Wired Carbon at any time (including for Google Ad Manager 360 Service Fees) or for any adjustment made by Google on their reporting or payments. If Wired Carbon does not choose to exercise this right at any given time, Wired Carbon does not lose this right. For the sake of clarity, any interim reporting we provide to you is subject to subsequent adjustment by Google
   12. Third Party Services. Wired Carbon may from time to time offer the products and services of third parties to Customer, through reseller arrangements which Wired Carbon has in place (such third parties, “Third Party Providers”, and such products and services, “Third Party Services”). In the event that Customer elects to receive Third Party Services, Customer agrees and acknowledges that: (i) prior to receiving Third Party Services, it may be required to sign a separate document (e.g., an addendum or order form) with Wired Carbon (“Order Form”) setting forth the nature and pricing for such Third Party Services, and that such Order Form may contain additional terms and conditions required by Wired Carbon; (ii) it may be required to sign an additional agreement with the Third Party Provider, either through a link contained in the Order Form, a click-wrap agreement contained in the Third Party Provider’s online user interface, an agreement otherwise provided by the Third Party Provider, or any combination of the foregoing; and (iii) Customer will be responsible to pay Wired Carbon a reasonable, pre-approved fee for the Third Party Services directly in accordance with the Order Form. Customer shall ensure it has its own E&O insurance when using Third Party Services and Wired Carbon is not responsible for any fees or costs to such Third Party Providers for errors or missions from incorrect data entry.
   13. Representations and Warranties.Each Party hereby warrants and represents to the other that it:
       1. Has the right and capacity to enter into this Agreement.
       2. Wired Carbon retains the right to assign the Agreement to Google with Company’s prior consent; (i) if at any time Wired Carbon is unable to provide the Reseller Services at any time during the term of the agreement for any reason whatsoever, including an occurrence of bankruptcy or a discontinuation of its business and (ii) Google elects not to assume the terms of the Agreement, then Company will enter into Google’s standard agreement(s) with respect to the Google Ad Manager Service for a period of no less than the balance of the term of the Agreement, the pricing terms for which will be negotiated in good faith at the time of such transition; and (iii) the privacy and legal compliance requirements set forth in the Terms by Google will be applicable.
       3. Shall not assign, mortgage, hypothecate or encumber any right, property or entitlement created hereunder without the written consent of the other provided, however, that either Party may have the option to assign the Agreement without consent in connection with any merger, consolidation, any sale of all or partial sales of its assets or any other transaction in which more than 24% of its shares are transferred.
       4. Has not (a) previously violated the policies related to such GAM services and (b) Google has not previously terminated or suspended the use of the applicable services.
   14. Indemnification
       1. Each party agrees to defend, indemnify and hold the other party, its directors, officers, employees, agents, contractors and affiliates, harmless from all third-party claims, demands, losses, damages, costs (including reasonable legal fees and disbursements), actions or other proceedings made, sustained, brought or prosecuted by any third party in any manner, based upon, or occasioned by:
          1. the gross negligence, willful misconduct or fraudulent actions of such party in connection with or related to the performance of its obligations pursuant to the Agreement.
          2. any breach of any representation, warranty, covenant or agreement made by or to be performed by such party under the Agreement.
          3. any violation of any applicable law in connection with or related to the performance of such party’s obligations under the Agreement; or
       2. The indemnification obligations contained in this Agreement are conditioned upon:
          1. notice by the indemnitee to the indemnitor of any claim, action or demand for which indemnity is claimed within five (5) days of the indemnitee receiving notice of such claim (failure to meet this condition does not exempt the indemnitor of its indemnification obligation, except to the extent that failure has materially prejudiced the indemnitor’s ability to defend the claim);
          2. complete control of the defense and settlement by the indemnitor, provided that no settlement may be made without the consent of the indemnitee, such consent not to be unreasonably withheld or delayed; and
          3. reasonable cooperation by the indemnitee in the defense as the indemnitor may request.
       3. The indemnitee has the right to participate in the defense against the indemnified claims with counsel of its choice and at its own expense but may not confess judgment, admit liability, or take any other actions prejudicial to the defense. Further, the indemnitee may not settle an indemnified claim unless the indemnitor has declined to defend.
   15. Disclaimer of Warranty. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIRED CARBON MAKES NO WARRANTIES, WHETHER EXPRESSED OF IMPLIED, WITH RESPECT TO THE SERVICES AND TECHNOLOGY PROVIDED HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
   16. Limitation of Liability:
       1. EXCEPT FOR (I) INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE AGREEMENT AND BREACHES OF SECTION 9 (CONFIDENTIALITY) OF THESE TERMS (II) NEITHER PARTY WILL BE LIABLE UNDER THE AGREEMENT FOR LOST REVENUES, LOSSES, OR EXPENSES RELATED TO SUCH LOST REVENUES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
       2. EXCEPT FOR (I) INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES UNDER THE AGREEMENT, (II) BREACH OF THE CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 9, OR (III) AMOUNTS OWED AND PAYABLE UNDER THIS AGREEMENT, NEITHER PARTY WILL BE LIABLE UNDER THE AGREEMENT FOR MORE THAN THE SUM OF (A) SERVICE FEES PAID TO SUCH PARTY UNDER THE AGREEMENT AND (B) AD REVENUES (IF APPLICABLE) RECEIVED AND RETAINED BY SUCH PARTY, IN EACH CASE, DURING THE 12 MONTHS BEFORE THE CLAIM ARISES.
       3. Sections 1 and 2 of THESE TERMS LIMIT WIRED CARBON’s liability to the CUSTOMER for all claims arising hereunder shall not exceed the total amount of Fees paid and payable by customer to Wired Carbon during the twelve (12) month period prior to the date the liability first arose.
   17. Confidentiality
       1. Neither party shall use the names, logos or trademarks of the other party, including, without limitation, in press releases, announcements, websites and any marketing materials, without the other party’s prior written approval in each instance.
       2. All notices, demands and other communications provided for or permitted under this Agreement shall be made in writing to the parties at the addresses on Attachment A, and shall be sent by overnight delivery, or personal delivery, and shall be deemed received upon delivery.
       3. This Agreement, and the rights and obligations hereunder, shall not be assigned, delegated, subcontracted, or transferred by either party to any third party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). Any such assignment, delegation, subcontract, or transfer will be null and void. This Agreement may be assigned by either party without consent (a) to a person or entity who acquires, by sale, merger or otherwise, all or substantially all of such party’s assets, or (b) to an affiliate of (i.e., an entity that controls, is controlled by, or is under the common control of) the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their successors and permitted assigns.
   18. Neither party shall be deemed to be a partner, joint venture or agent of the other. If any provision of this Agreement is held to be unenforceable, that provision shall be enforced to the maximum extent permissible and all other provisions shall remain in effect.
   19. Legal JurisdictionThis Agreement shall be governed by the laws of the Province of Ontario, Canada. No failure or omission by either party in the performance of this Agreement shall be deemed a breach or create a liability if it arises from a cause beyond such party’s reasonable control, including, without limitation, ISP disruptions, failed network connections, hardware malfunctions, Internet viruses, and DNS attacks, except to the extent caused by the non-performing party. This Agreement, including all attachments hereto, represents the entire agreement, and supersedes all prior understandings, between the parties regarding its subject matter. This Agreement may only be amended in a writing signed by both parties. Section 5 through 12 of these Terms shall survive the termination or expiration of this Agreement.