Grenis Media, Inc. (Grenis) provides a range of advertising products and services for businesses (the Advertising Services). The Insertion Order (the IO), or any Advertiser Participation Contract (the APC) sets forth which Advertising Services are being purchased by Advertiser (Advertiser), the costs for such Advertising Services, and other relevant details of the proposed advertising campaign (the Campaign). These Advertising Services Terms and Conditions (Advertising Terms) shall be incorporated by reference into and made a part of any IO or APC submitted to Grenis and govern the relationship between Grenis and Advertiser, together with the Advertising Terms (as defined below). All IOs and APCs are subject to acceptance by Grenis, in its sole discretion.
The IO or APC, the Advertising Terms and the documents and/or links referenced in the IO/APC are sometimes referred to as the Agreement.
1. Advertising Services.
The Advertising Services include, but are not limited to, the following:
* Paid Search refers to Grenis standard search engine marketing product, where Grenis promotes Advertiser through various search engines.
* Remarketing refers to Grenis standard online display product, where Grenis promotes Advertiser through online display advertisements disseminated through Grenis network of online publishers.
* Targeted Display refers to Grenis behavioral targeting product that enables Grenis to display an ad to consumers who have previously evidenced interest in Advertiser products or services or similar products or services.
* Social Display refers to Grenis standard online social display product, where Grenis promotes Advertiser through online display advertisements disseminated through Grenis network of social publishers.
* Performance Display refers to Grenis advertising partnership program with associations that enables Grenis to display ads to consumers who have previously visited an association website.
* Web Advertising refers to Grenis advertising programs that enable advertisers to place ads directly on high value Affiliate Websites, such as associations or other high value websites
Paid Search, Remarketing and Targeted Display and others shown on IOs or APCs may be referred to herein collectively as the Standard Advertising Services.
* Tracking Services As part of the Advertising Services, Advertiser will be provided Tracking Information. Tracking Information refers to data and statistics concerning the performance of the Campaigns
As Grenis adds other products and services, such products and services will be referenced in the Agreement and any special terms and conditions will be posted online, will be binding upon the Advertiser and will be incorporated by reference into and made part of this Agreement, provided that if there is an additional fee to be paid by Advertiser for an additional product or service, prior written approval of Advertiser for such addition and corresponding changes to the Agreement is required.
2. Advertising Placement and Location.
(a) Placement. Grenis shall determine, in its sole discretion, on which online properties (the Publishers) the advertising content (Ads) will run during the course of any Campaign. Advertiser acknowledges that Grenis does not operate or control the Publishers “ with the exception of its affiliates (the Grenis Properties). Advertiser further acknowledges that at any time during a Campaign, the Publisher mix may change. Grenis makes no guarantees about when or where the Ads will be displayed by the Publishers or by Grenis.
(b) Geotargeting. Grenis will use commercially reasonable efforts to place Ads such that they will be seen by consumers in the target locales identified during the Campaign initiation process, but Grenis does not guarantee that Advertiser Ads will only be displayed in the target locales.
3. Campaign Logistics.
i. Standard Advertising Services. With respect to the Standard Advertising Services, upon receipt of an Agreement signed by Advertiser and acceptance by Grenis, Grenis will initiate the process of setting up the Campaign. The duration of the Campaign (the Campaign Flight Date) shall run from the Actual Start Date until the Actual End Date, unless earlier terminated by the parties as provided herein. The Actual Start Date refers to the actual commencement date of a Campaign. Advertiser acknowledges that Grenis may take up to ten (10) business days or longer to review and prepare the Campaign (or longer, if Grenis has been asked to provide creative services or if Grenis experiences technical difficulties with Advertiser Campaign) and may require further input from Advertiser before the Campaign is distributed to the Publishers. The Publishers may then take additional time to commence dissemination of the Campaign. Accordingly, the Actual Start Date will generally be later than the Estimated Start Date specified on the Agreement. The Actual End Date of a Campaign will be adjusted to accommodate any delays in campaign setup. Advertiser acknowledges that it may take more or less time to exhaust the Campaign Media due to, among other things, the scheduling and inventory constraints of the Publishers.
ii. Duration of Other Products and Services. With respect to other products and services, the duration shall be as set forth in the applicable Agreement
(b) Campaign Cycles. Each Campaign Period consists of Campaign Cycles. For Standard Advertising Services, the Campaign Cycle is the period of time from Grenis commencement of applying the Campaign Media. While, on average, this is approximately a thirty (30) day period or a month, Grenis makes no guarantees with respect to the time it takes to fully utilize the Campaign Media. Advertiser acknowledges that all statistics provided by Grenis evidencing such utilization shall be conclusive and binding on Advertiser for all purposes of this Agreement.
Advertiser agrees to pay, in accordance with Section 5, the following, in the amounts set forth in the Agreement:
i. Campaign Media refers to the recurring amounts payable to Grenis for the Standard Advertising Services for each Campaign Cycle.
ii. Budget Per Cycle Payment refers to the aggregate recurring fees for each Campaign Cycle, as specified in the Agreement, such as the Campaign Media and the Campaign Management Fees (CM Fees) as defined below.
iii. Service Fees per Cycle Campaign refers to the recurring fees per Campaign Cycle charged by Grenis for managing and tracking Campaigns, such as the management/tracking/reporting fees (Management Fees or CM Fees).
iv. Campaign Set-Up Fee refers to a one-time fee for the set-up of a Campaign, which includes, but is not limited to, Publisher set up, keyword generation, geo-fence setup, crm onboarding fees, creative services and other similar set-up requirements. ¨v. Cancellation Fee: has the meaning set forth in Section 6(d) below.
The Product Terms set forth additional fees applicable to such products and services.
Grenis reserves the right to change any of the foregoing fees at any time, provided that such changes will not take effect until a new Agreement has been executed and delivered to Grenis by Advertiser.
5. Payment Terms.
(a) General. Once an Agreement has been accepted by Grenis, Advertiser will be responsible for payment in full of all fees set forth therein, except as may otherwise be provided in Section 6(c) hereof. All payments due hereunder are in U.S. dollars or CAD dollars as noted on the Agreement.
(b) Manner and Timing of Payment. Advertiser may pay for all amounts payable under this Agreement by credit card (the Advertiser Card), by check, or ACH (electronic debit from Advertiser bank account). If paying by credit card or ACH, Advertiser will be required to sign and comply with the applicable payment authorization forms.
(a) Term. The initial term of the Agreement shall be the Campaign Period set forth on the Agreement as adjusted consistent with Section 3 above.(b) Termination by Grenis. Grenis may terminate this Agreement and any Campaign immediately without notice and without cause. ¨(c) Termination by Advertiser for Cause. Advertiser may terminate this Agreement on thirty-one (31) days prior written notice (the Notice Period) if Grenis is in material breach of its obligations hereunder and such breach has not been materially cured by the conclusion of the Notice Period. ¨(d) Termination by Mutual Agreement. If Advertiser and Grenis agree to early termination of a Campaign, Advertiser shall be obligated to pay a cancellation fee (the Cancellation Fee) of twenty-five (25) percent of the outstanding contract. Grenis may charge Advertiser Card or shall be permitted to cause payment to be made through ACH. ¨(e) Campaign Pauses. Advertiser may request a pause in a Campaign. Campaign Pauses will not change the monthly payment amounts or dates invoices are scheduled to be sent. ¨(f) No Refunds. Advertiser understands and agrees that Advertiser will not be entitled to any refunds of amounts already paid to Grenis, unless Advertiser terminates under Section 6(c), in which case Advertiser shall only be entitled to a refund for the unspent balance of the then applicable Cycle Payment, which shall be Advertiser sole remedy.
7. Grenis Platform.
(a) Advertiser Data. As part of the Campaign initiation process and from time to time during the Campaign, Advertiser shall provide certain information to Grenis, which Grenis will input into its proprietary advertising platform (the Platform). Accordingly, Advertiser hereby permits Grenis to input Advertiser contact information and campaign information into the Platform. Grenis will only use such information in connection with the fulfillment of the Advertising Services and as otherwise permitted by the Agreement. In addition, Grenis may, from time to time, send Advertiser emails regarding Platform updates, Campaign updates, payment reminders, and marketing opportunities relating to Grenis and its commercial partners. Advertiser agrees to receive such emails.
9. Advertising Content/Keywords.
(a) Ad Content. Advertiser will deliver all content required for any Ad to Grenis. If such content does not conform to Grenis or any Publisher specifications, then Grenis or the Publisher may, in its sole discretion, modify or reject such Ad to meet Publisher or other technical requirements or to address Campaign performance issues. If rejected, Grenis will then refund any applicable amounts paid in advance. Advertiser acknowledges that it may be limited in its ability to make further modifications to its Ads after they have been delivered to Grenis. The acceptance of an Ad does not constitute approval or endorsement of the Ad by Grenis or by any Publisher, for purposes of this Agreement or otherwise.
(b) Grenis Creative Services. Except as may be otherwise provided in any of the Product Terms, if Advertiser requests that Grenis create an Ad or provide other creative services, Advertiser will remain fully responsible for ensuring that the content is complete, accurate, is non-infringing and complies with applicable law. With respect to an Ad created by Grenis, as between Advertiser and Grenis, Advertiser shall retain ownership of the design of the Ad.
(c)Keywords. With respect to Paid Search or Keyword Research, Grenis shall have discretion to select the individual words or phrases (Keywords) to be used in connection with the Campaign. Advertiser may also request the use of certain Keywords. While Grenis will use reasonable efforts to use these Keywords, Grenis makes no guarantees that all such Keywords will be used. To the extent that Grenis uses Keywords of its choosing, it shall be under no obligation to disclose such Keywords to Advertiser.
10. Licenses. During the Campaign Period, Advertiser hereby grants to Grenis and the Publishers a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit (a) any Ad delivered hereunder in accordance with the terms of the Agreement and (b) the Existing Site, including but not limited to any trademarks, to the extent necessary for Grenis to perform the Services.
11. Advertiser Representations, Warranties and Covenants.
Advertiser is solely responsible for any liability arising out of or relating to the Existing Site, any Ad or any content provided by Advertiser hereunder and any material to which users can link through such Ad (Linked Content). Advertiser represents, warrants and covenants that the Existing Site, the Ads and Linked Content, and any portion thereof, do not and will not: (a) infringe on any third party’s copyright, patent, trademark, trade secret, moral right or other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or regulation, including, without limitation, laws and regulations governing export control, false advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or (e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines. Advertiser further represents, warrants and covenants that the product or service that is being (or will be) promoted through any Campaign including any Ad and Linked Content is (x) lawful and (y) not the subject of any ongoing investigation by any local, state or federal regulatory or quasi-regulatory authorities.
(a) Indemnification by Advertiser. Advertiser will indemnify, defend and hold harmless Grenis, the Publishers, and their respective directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys™ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to: (i) any breach by Advertiser of any representation, warranty, covenant or other obligation contained in these Advertiser Terms or in any of the Product Terms; (ii) the violation of any rights of any third party, including intellectual property, privacy, publicity or other proprietary rights by Advertiser or anyone using Advertiser account; (iii) the sale, license or provision of Advertiser’s goods or services; (iv) any other act, omission or misrepresentation by Advertiser. Grenis reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Advertiser. If Grenis does assume the defense of such a matter, Advertiser will reasonably cooperate with Grenis in such defense. Advertiser will not enter into any settlement or compromise of any such claim, which settlement or compromise would result in any liability to, or any admission of wrongdoing by, any indemnified person or entity, without Grenis’s prior written consent.
(b) Indemnification by Grenis. Grenis will indemnify, defend and hold harmless Advertiser and its directors, officers, agents and employees and each of their successors and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable attorneys™ fees and expenses) incurred in connection with any claim, action or proceeding arising from or relating to (i) any breach by Grenis of any representation, warranty, covenant, or other obligation contained in these Advertiser Terms or in any of Grenis Products; (ii) the violation of any rights of any third party, including intellectual property, by Grenis; (iii) the sale, license or provision of Grenis goods or services; and (iv) any other act, omission, or misrepresentation by Grenis.
Advertiser represents and warrants that, in the event it is purchasing advertising on behalf of another company, it has been authorized by each such company to act as its agent in all respects relating to this Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, Advertiser agrees on behalf of each such company that such company has been made aware of, and agrees to be bound by, these Advertising Terms. Advertiser and each such company shall be jointly and severally liable for fulfillment of Advertiser obligations under this Agreement, including all payment obligations.
Non-Disclosure of Confidential Information. Except as may be required by applicable law, neither party may disclose the contents of this Agreement to any third party (other than its employees and representatives or, in the case of Grenis, Publishers engaged by Grenis to fulfil the performance of Grenis obligations hereunder, all of whom are made aware of and agree to this restriction) without the other party prior written consent. Except as otherwise expressly herein permitted, no party may issue a press release concerning the existence or terms of this Agreement without the prior written consent of the other party. In addition, except as may be required by applicable law, neither party may disclose any Confidential Information regarding the other party. Confidential Information means information about a party (or its suppliers™) business, products, technologies (including the Platform), strategies, financial information, operations or activities that is proprietary and confidential, including without limitation all business, financial, technical and other information disclosed by the party. Confidential Information will not include information (i) that is in or enters the public domain without breach of this Agreement by the party to which information was disclosed (the receiving party), (ii) which becomes available to the receiving party on a non-confidential bases from a source other than the party who disclosed the information (the disclosing party), provided that the receiving party does not believe or know, after a good faith inquire that such source is bound by a confidentiality agreement with the disclosing party, (iii) which was known or is developed independently of any disclosure to the receiving party by the disclosing party or any of its representatives or disclosure of which is required by law, rule, regulation, subpoena or similar court process.
15. DISCLAIMER OF WARRANTIES.
GRENIS PROVIDES THE PLATFORM AND ALL ADVERTISING SERVICES PERFORMED HEREUNDER ON AN AS IS AND AS AVAILABLE BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY AD OR OTHER ADVERTISING PRODUCTS OR SERVICES. IN THE EVENT OF INTERRUPTION OF DISPLAY OR DISTRIBUTION OF ANY AD OR OTHER ADVERTISING PRODUCTS OR SERVICES, GRENIS SOLE OBLIGATION WILL BE TO RESTORE SERVICE AS SOON AS PRACTICABLE. GRENIS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. GRENIS WILL HAVE NO LIABILITY FOR ANY: (i) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR INFORMATION; (ii) CLAIMS RELATING TO BREACH OF INTELLECTUAL PROPERTY LAWS OR DEFAMATION; (iii) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM ADVERTISER ACCESS TO OR USE OF THE OFFERINGS; (iv) UNAUTHORIZED ACCESS TO OR USE OF GRENIS SERVERS OR OF ANY PERSONAL OR FINANCIAL INFORMATION; (v) INTERRUPTION OF TRANSMISSION TO OR FROM THE GRENIS SERVICES; (vi) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE GRENIS SERVICES BY ANY THIRD PARTY; (vii) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, E-MAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE GRENIS SERVICES; OR (viii) MATTERS BEYOND ITS OR THEIR REASONABLE CONTROL, GRENIS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE OFFERINGS OR ANY LINKED WEB SITE. ¨¨NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ADVERTISER FROM GRENIS OR THROUGH THE GRENIS SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE ADVERTISING SERVICES TERMS.
Without limiting the generality of the foregoing, Grenis makes no guarantees with respect to the performance or placement of any Ad or Campaign.
16. LIMITATIONS OF LIABILITY.
(a) NO CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR STRICT LIABILITY), OR FOR INTERRUPTED COMMUNICATIONS, LOSS OF USE, LOST BUSINESS, LOST DATA OR LOST PROFITS (EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING EXCLUSION OF LIABILITY WILL NOT APPLY TO (I) ADVERTISER AND GRENIS
INDEMNIFICATION OBLIGATIONS, INCLUDING ANY AMOUNTS PAYABLE IN CONNECTION THEREWITH; (II) ADVERTISER AND GRENIS CONFIDENTIALITY OBLIGATIONS AND (III) ADVERTISER AND GRENIS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
(b) LIMITATION ON DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL GRENIS CUMULATIVE, AGGREGATE LIABILITY TO ADVERTISER OR ANY THIRD PARTY EXCEED THE AMOUNTS RECEIVED BY GRENIS HEREUNDER DURING THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO THE INCIDENT GIVING RISE TO SUCH LIABILITY. IN LIEU OF REFUND, GRENIS SHALL BE PERMITTED, IN ITS SOLE DISCRETION, TO CAUSE THE PLACEMENT OF MAKE-GOOD ADVERTISING, PROVIDED SUCH MAKE-GOOD ADVERTISING IS PROVIDED WITHIN A REASONABLE PERIOD OF TIME AFTER THE LIABILITY HAS ACCRUED.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations and disclaimers may not apply to Advertiser. To the extent Grenis may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Grenis’s liability will be the minimum permitted under such law.
(c) Timing of Claims. Advertiser agrees that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one year after such claim or cause of action arose or be forever barred; provided that this section shall not in any way limit the time in which claims for infringement or misappropriation of intellectual property rights may be brought.
(d) Acknowledgement. Each party acknowledges that the other party has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.
17. Third Party Beneficiaries.
Advertiser understands and acknowledges that the Publishers are intended third party beneficiaries of Sections 9, 10, 11, 12 and 16.
(a) Governing Law/Venue. This Agreement will be governed and construed in accordance with the laws of the Province of Ontario without giving effect to conflict of laws principles. Advertiser agrees to submit to jurisdiction in Ontario and further agrees that any cause of action arising under this Agreement must be brought exclusively in a court in Ontario, Canada.
(b) Entire Agreement/Amendment. This Agreement (which includes the IO/APC, Schedule 1, all applicable Product Terms and any payment authorization forms) sets forth the entire agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof. It may be changed only by a writing signed by both parties.
(c) Notices. Any written notices to Grenis required under this Agreement shall be provided by registered mail with proof of delivery to Grenis then current corporate headquarters address (as shown on www.grenismedia.com), Attn: General Counsel and by email to email@example.com. Notices shall be deemed delivered 72 hours after posted in the mail.
(d) Severability. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.
(e) Assignment. Both Parties may not assign this Agreement without the prior written consent of the other party. The parties’ rights and obligations will bind and inure to the benefit of their respective successors, heirs, executors and joint administrators.
(f) Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement.
(g) Force Majeure. Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.
Last Updated: 8/26/2019