Sponsored Post Client Agreement

TERMS AND CONDITIONS
Last updated: May 29, 2018

These standard terms and conditions (“Terms”) constitute a binding agreement between Native Ads Inc. (“Service Provider”) and the person or entity contracting for the purchase of advertising, sponsorship services, or other services (“Services”), whether as principal (“Advertiser”) or as agent (“Agency”), as agreed to in the order form between Service Provider and Advertiser (“Form”).

  1. Joint and Several Liability. If Agency accepts these Terms on behalf of Advertiser, Agency and Advertiser acknowledge that Agency is the duly appointed and authorized agent of Advertiser for all purposes related to these Terms, and that Agency and Advertiser shall be jointly and severally liable and responsible for all obligations under these Terms, including, without limitation, payment obligations.
  2. Payment. In consideration of the provision of the Services by the Service Provider and the rights granted to Advertiser under these Terms, Advertiser shall pay the fees set forth in the Form immediately upon Form submission. The Service Provider reserves the right to charge a $40 fee for any payment that is returned as unprocessed to Service Provider.
  3. Intellectual Property. Advertiser hereby grants Service Provider a license to use all intellectual property rights, including copyrights, patents, trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, in and to all documents and other materials that are provided to Service Provider for publication under these Terms (“Material”) on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis to the extent necessary to enable Service Provider to provide the Services.

    Materials produced by Service Provider under any Order (“Service Provider Material”) shall be the property of Service Provider, subject to Advertiser’s ownership of any materials containing claims, statements, or representations with regard to any identified or product(s) or service(s), and Advertiser’s trade names, trademarks, logos, marks and other business identifiers. Advertiser acknowledges and agrees that the ownership of the Service Provider Material remains with Service Provider, and Advertiser shall not use the Service Provider Material except if otherwise expressly permitted by an Order or with Service Provider’s written agreement.

  4. Term and Termination. Service Provider shall use reasonable efforts to meet any performance dates specified in the Form, but any such dates shall be estimates only. These Terms will continue until the final date set out in the Form and are non-cancelable.

    In addition to any remedies that may be provided under these Terms, Service Provider may terminate an Order with immediate effect upon written notice to Advertiser, if Advertiser: (a) fails to pay any amount when due under these Terms, (b) has not otherwise performed or complied with any of the provisions in these Terms, in whole or in part, or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

    If Service Provider terminates the Order due to Advertiser’s default, Service Provider shall be entitled to recover as liquidated damages the total of all amounts due and to become due under these Terms including, without limitation, all non-cancelable production or out-of-pocket costs of Service Provider.

  5. Disruption. Service Provider shall not be liable (directly or indirectly) for any damages, losses, costs or expenses suffered by Advertiser as a result of substitution, interruption, postponement or inability or omission to publish any advertising by reason of: (a) technical or mechanical difficulties, public emergency or necessity, legal restriction, strike or labour action, or terrorism, (b) failure of any third party transmission, (c) laws, regulations, directions, orders, or other requirements of any federal, provincial, municipal authority or any applicable regulatory bodies, including without limitation jurisdictions in which the promotion of an Initial Coin Offering is prohibited (including without limitation in the United States, China, South Korea, or Kazakhstan), or (d) any force majeure or other circumstances beyond Service Provider’s control.
  6. Warranties. Advertiser warrants, represents and covenants that: (a) Advertiser has the full right and power to offer the Material for publication by Service Provider and to accept these Terms, (b) the Material does not contain any pornographic, defamatory, libelous or slanderous material and will not violate any individual rights, including rights of privacy, publicity or personality of any person, (c) Advertiser has obtained all consents, releases, waivers and rights (including intellectual property rights) necessary for the unfettered use of the Material on all applicable media platforms, (d) Advertiser has obtained all necessary regulatory and/or clearance agency approval required in connection with the Material, (e) Advertiser has paid all residual, re-use or similar payments, step-up fees, music synchronization, mechanical reproduction and music performance rights and license payments and other amounts payable to third parties that arise as a result of, or with respect to, the publication of the Material, (f) Advertiser has completed the Form accurately and comprehensively, including without limitation provided detailed disclosure of any connection(s) between the author(s), content, and featured organizations, including without limitation ownership of or employment with any organization(s) featured in the Material, and (g) the Material is compliant with all applicable laws.

    BY SUBMITTING A FORM ADVERTISER REPRESENTS AND WARRANTS THAT THE MATERIAL COMPLIES WITH ALL APPLICABLE LAW INCLUDING WITHOUT LIMITATION THE COMPETITION ACT, PROVINCIAL/TERRITORIAL CONSUMER PROTECTION LEGISLATION, SECURITIES REGULATIONS AND APPLICABLE INDUSTRY SELF-REGULATORY GUIDANCE CONCERNING THE DISCLOSURE OF MATERIAL CONNECTIONS (collectively, “Applicable Laws”).

    The Advertiser agrees to indemnify the Service Provider against all loss, liability, damage and expense of any nature arising, directly or indirectly, out of (a) Advertiser’s breach of any representations and warranties made herein, and (b) Service Provider’s distributing, publication, or use of the Material.

  7. Indemnification. Advertiser shall defend, indemnify and hold harmless Service Provider and its employees, officers, directors, shareholders, agents and representatives (“Service Provider Parties”), and to the extent any third party content is included in the Material, the third party owner or operator of such content, from and against all allegations, threats, claims, suits, demands, actions and other proceedings, including, but not limited to, all legal fees and costs, related to or arising out of: (a) any breach by Advertiser of these Terms, (b) any damages and costs incurred by Service Provide.