Service Terms and Conditions

Wired Carbon Inc., a company organized under the laws of Ontario, (“Wired Carbon”), will provide advertising operations services (“Services”) as 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. WIRED CARBON provides advertising operations Services (that include but are not limited to campaign setup, testing and delivery management on behalf of the Customer for all advertising via digital platforms in connection with the Target Sites (defined in Section 4(b) below) (“Ads”). WIRED CARBON is not a sales force. To receive operational Services, the Customer must provide creative assets for which delivery Services are needed.
2. WIRED CARBON Services. Wired Carbon may provide the following Services as may be identified in an Order:
   1. Daily Ad Operations. 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, 8am to 4pm PT Monday through Friday. After hour emergency support is available for emergency situations.
   2. Programmatic and RTB exchange management. WIRED CARBON has developed technologies with 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.
   3. Creative Design and Development. WIRED CARBON will provide to Customer access to WIRED CARBON’s roster of creative designers and developers. WIRED CARBON designers and developers design and develop creative campaigns. Creative strategy and direction is provided based on the Customer’s request and consent.
   4. 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 alsod. (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 the Ad Operations Services 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 and services, and training if applicable). Fees will be invoiced in US dollars. Invoices will be sent to the billing contact designated in the Order, and are payable in full in US dollars within thirty (30) days following the Customer’s receipt of each undisputed 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 undisputed fees invoiced by WIRED CARBON within two (2) months 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
   5. All dollars considered in this agreement are in US Dollars.
6. Confidentiality.  “Confidential Information” is information that one party discloses to the other that is marked “confidential” or “proprietary” or should reasonably be understood to be confidential or proprietary under the circumstances disclosed. Without limiting the foregoing, the terms of this Agreement and information about the operation of the Ad Operations Service are Confidential Information. Each party agrees neither to disclose the other party’s Confidential Information nor use such information for a purpose not contemplated by this Agreement for three (3) years after each disclosure. However, the receiving party may disclose Confidential Information to its directors, officers, employees, financial, and legal advisors and to its consultants (collectively, “Representatives”), but only to the extent necessary to perform its obligations or exercise its rights under this Agreement, provided that: (i) each such Representative has been informed of the receiving party’s obligations hereunder and who, by reason of a written agreement, conditions of employment or operation of law, is obligated to maintain and hold in confidence all Confidential Information in the same manner and to the same extent required of the receiving party hereunder; and (ii) with respect to consultants, such disclosure may only be made upon receipt of the disclosing party’s prior written consent, which shall not be unreasonably withheld or delayed . The receiving party shall be fully responsible for any breach of such obligations by any of its Representatives. Confidential Information expressly includes, without limitation: (i) data derived from WIRED CARBON’s performance of the Ad Operations Service under this Agreement, (ii) the terms of this Agreement (including the pricing terms), and (iii) information about the Ad Operations Service. “Confidential Information” excludes information that (A) is disclosed to receiving party by a third party with the right to make such disclosure, (B) is or becomes generally available to the public without breach of this Agreement, or (C) can be shown to have been independently developed by receiving party without use of disclosing party’s Confidential Information. In addition, receiving party will be allowed to disclose disclosing party’s Confidential Information to the extent (x) approved in writing by the disclosing party, (y) as necessary to establish the rights of either party under this Agreement, or (z) required by law or by the court or administrative order, so long as receiving party with respect to this subsection (z) uses reasonable efforts to provide disclosing party with sufficient notice to permit disclosing party to seek a protective order, and receiving party discloses only that portion of the Confidential Information that its counsel advises is legally required to be disclosed.
7. Availability of Reports. Reports of aggregate performance and campaign planning will be available to the Customer for at least one (1) year after the end of the campaign. Campaign-level reports generated by the Ad Operations Service of campaign performance will be available to the Customer for at least two (2) months after the conclusion of a campaign’s flight
8. Privacy.
   3. In no event shall the information communicated by the Target Sites to the Ad Operations Service, 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.
   4. Without limiting any other term of this Agreement, each party will comply with all applicable laws and regulations relating to privacy.
9. Proprietary Rights.
   3. WIRED CARBON retains all rights in and to the Ad Operations Service and its proprietary user interface, including any enhancements made by WIRED CARBON to the Ad Operations Service or Technology Operations as referenced in an Order (collectively, “Proprietary Technology”). Customer has no rights in or to the Ad Operations Service beyond the limited rights of access and use contemplated by this Agreement.
   4. 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. This Agreement shall commence on the Effective Date and shall continue for the duration set out in the Order.(“Initial Term”) The Agreement shall renew automatically for successive 1 year periods (each, a “Renewal Term”) (together with the Initial Term, the “Term”) unless either party notifies the other in writing at least sixty (60) days before the end of the Initial Term or any Renewal Term that it wishes to terminate the Agreement.
    2. WIRED CARBON has the right to terminate this Agreement (i) if Customer is in material breach and fails to cure within thirty (30) days following receipt of written notice from WIRED CARBON, and (ii) upon WIRED CARBON’s at least 90 days’ written notice to Customer in the event that WIRED CARBON discontinues or ceases to offer the Ad Operations Service to customers generally.
    3. Customer has the right to terminate this Agreement (or any Insertion Order): (i) if WIRED CARBON is in material breach and fails to cure withinthirty (30) days following receipt of written notice from Customer; (ii) immediately upon written notice to WIRED CARBON if Customer’s rights to secure any Services for an applicable entity are terminated for any reason.

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.

11. 1. Each party represents and warrants to the other that (i) it has the full power and authority to enter into this Agreement; and (ii) its execution, delivery and performance of this Agreement will not violate, conflict with, or result in a material default under any other contract or agreement to which such party is a party, or by which it is bound.
    2. Customer represents and warrants that (i) it is legally authorized to place the Ad Tags on the Target Site(s) and owns or has the rights to the Target Site(s) and the Ads sufficient to perform its obligations herein; and (ii) it will conduct its business and fulfill its obligations under this Agreement in compliance with all applicable laws, rules and regulations.
    3. WIRED CARBON represents and warrants: (i) the Services, information, documents, software and other materials, and Customer’s use thereof, as contemplated by this Agreement, will not infringe or violate any proprietary right of any third party, including, without limitation, any copyright, trademark, patent, trade secret, and/or the rights of privacy and publicity; (ii) all deliverables and Services are and will be good and merchantable, of good material and workmanship, and reasonably free from defect according to industry standards (including, but not limited to, viruses, worms, time bombs, time locks, drop dead devices, traps, trap door devices, hacking or other monitor devices, and/or any other harmful computer code and/or routines, if applicable; (iii) any Proprietary Technology is original to WIRED CARBON; and (iv) it will perform its obligations and undertakings under this Agreement in a professional manner consistent with industry standards and in compliance with all applicable laws and regulations.
12. Representations and Warranties.

12. Indemnification/Insurance.
13. WIRED CARBON and Customer (each, an “Indemnifying Party”) will each indemnify, defend and hold the other party, and such other party’s respective officers, directors, employees and agents (the “Indemnified Parties”) harmless from and against any and all costs, liabilities, losses, and expenses (including, but not limited to, reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, suit, action, or proceeding (each, an “Action“) brought by a third party against an Indemnified Party arising from (i) a breach or alleged breach by the Indemnifying Party of this Agreement, or (ii) any advertising provided by the Indemnifying Party (or its agent) to the Indemnified Party for use under this Agreement (but excluding any Losses contributorily caused by the Indemnified Party).
14. Without limiting each party’s indemnification obligations, each of WIRED CARBON’s and Customer’s indemnification obligations hereunder shall be subject to (i) receiving prompt written notice of the existence of any Action or Loss; (ii) being able to, at its option, control the defense of such Action; (iii) permitting the Indemnified Party to participate in the defense of any Action at its own costs; and (iv) receiving full cooperation of the Indemnified Party in the defense thereof.

13. DISCLAIMER OF WARRANTY. EXCEPT AS SET FORTH IN THIS AGREEMENT, WIRED CARBON MAKES NO WARRANTIES, whether express or implied, WITH RESPECT TO THE SERVICES AND TECHNOLOGY PROVIDED HEREUNDER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

14. lIMITATION AND EXCLUSION OF LIABILITY.

UNDER NO CIRCUMSTANCES SHALL WIRED CARBON BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSSES, COSTS OR DAMAGES (WHETHER DIRECT OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY) INCURRED IN CONNECTION WITH THE AVAILABILITY, OPERATION OR USE OF ANY THIRD PARTY SERVICES OR THE ACTS OR OMISSIONS OF any THIRD PARTY PROVIDERS. WIRED CARBON RESERVES THE RIGHT TO CHANGE OR DISCONTINUE SERVICE FEATURES FROM TIME TO TIME. neither party shall be liable for any indirect, incidental, consequential, special or exemplary damages, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF the POSSIBILITY THEREOF. Except for its obligations under Sections 6 and 12 of THESE TERMS 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.

15. 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.
    4. 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. This 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.