PLEASE CAREFULLY READ THESE TERMS OF SERVICE BEFORE REGISTERING FOR THE CANEP MEDIA PUBLISHER PROGRAM.

RECITALS

A. Canep Media maintains a web-based advertising network (the “Network”), which allows multiple advertisers to place their ads on multiple publishers’ websites. The content, advertisers, and form of the Network may change at anytime at Canep Media’s sole discretion.

B. Publisher wishes to have one or more of its websites participate in the Network.

AGREEMENT

In consideration of the mutual promises contained herein and intending to be legally bound, the parties agree as follows:

1. Services.

a) Canep Media agrees to provide the Canep Media Network services, which include placing advertisements from various advertisers on the Publisher website(s) and paying Publisher for that opportunity.

b) Canep Media will make available to Publisher, on the Canep Media website, on a regularly updated basis, data relative to the advertising displayed on Publisher’s website.

c) The number of advertising impressions, their formats, and other terms will be communicated between the parties using one or more insertion orders. If an insertion order is intended to modify this Agreement in any way, it must do so explicitly.

2. Payment.

a) Canep Media will pay Publisher 60% (sixty per cent) of the gross revenues it earns from advertisers who display ads on Publishers’ site(s) unless otherwise specified. The term “gross revenues” is defined as monies actually collected by Canep Media from advertisers, less fees paid to any third parties who provided identity, profiling, targeting, or similar enhancement data, and less any charge-backs or refunds to the advertisers.

b) Payments will be made prior to the end of the month for the previous months’ activity. All payments will be made in U.S. Dollars. Each payment will include a detailed accounting of the number of impressions, and the total receipts for that advertiser. No payments of less than $25.00 will be made: any unpaid earnings less than $25 will rollover to the next pay period and payment will be made when balance reaches at least $25.

c) Under all circumstances, Canep Media at its sole discretion will determine what payments are due to Publisher under this Agreement. In the event Publisher disagrees with any such calculation, a written request should be sent immediately to Canep Media. Upon receiving said request, Canep Media shall provide to Publisher, within 10 business days, an explanation or adjustment of the numbers which shall be final and binding. All disputes for any traffic within a given month must be submitted by the 5th day of the following month. Otherwise, Canep Media reporting is final and binding.

d) If the Publisher is a United States business entity, Publisher will submit to Canep Media a unique taxpayer identification number (either a SSN or EIN). Canep Media is not required to release payment to any publisher until publisher has first provided Canep Media with the proper tax identification information. Publisher must agree to the W8/W9 tax form instruction and perjury statement as noted by the IRS at http://www.irs.gov/pub/irs-pdf/iw9.pdf.

e) Canep Media reserves the right to withhold payment and terminate any Publisher that includes, promotes, or exhibits, questionable content at anytime (see Participating Rules).

3. Participation Rules.

a) Publisher will only place the Canep Media advertising program code, which retrieves and displays ads from the Canep Media Network, on URLs approved by Canep Media. Publisher agrees to notify Canep Media in writing immediately of any material change in Publisher’s websites. Notices must be sent to publishers@canepmedia.com.

b) Canep Media will not tolerate nor accept any activities it deems harmful or potentially damaging to its reputation and/or business, or that of its clients and/or customers. Publisher will not place the Canep Media program code on any website that: i) engages in, promotes, or facilitates illegal or legally questionable activities, or content which includes but is not limited to the following: content promoting racism, or hate; the use of illegal substances; content promoting illegal activity such as mail fraud, spam, copyright infringement, or other information not permitted under applicable law. Publishers will allow Canep Media to use its tracking tools to monitor content and activity. Furthermore, Publisher will not place the Canep Media program code on any web page that is blank or has no meaningful content, or is covered by another page.

c) All advertisements must be placed in such a manner that a majority of visitors will notice the advertisement.

d) Publisher will not launch any Canep Media pop-under or pop-over window from websites that launch more than a total of two pop-over or pop-under windows.
e) Publisher will not modify any advertisement in any way.

f) Publisher will not alter, copy, modify, take, sell, reuse, or divulge any Canep Media advertising program code, except as is necessary to participate in the Canep Media Network, or to insert unapproved language above or below an advertisement served by Canep Media (requests for language approval should be sent to publishers@canepmedia.com).

g) Publisher will not place the Canep Media program code in email messages without the written permission of Canep Media.

h) Publisher will not engage in, or allow any other party to engage in, any fraudulent acts, including but not limited to: i) electronically or mechanically generating clicks on advertisements; ii) using unsolicited email or inappropriate newsgroup postings to promote its website; iii) auto-spawn browsers; iv) automatically redirect users; v) publish blind text links; vi) publish misleading links, or; vii) alter cookies or urls or code in any way that will intentionally or negligently alter click or conversion counts. Canep Media will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature. Publishers that commit such fraudulent activities will have their account permanently removed from the Canep Media Network and will forfeit all outstanding monies owed and Publisher will be financially responsible for all refunds that Canep Media must make to advertisers as a result of fraud or deception. Additionally, Canep Media reserves the right to register Publishers committing such acts in a global ad network fraud database for usage by other ad networks.

i) Canep Media may not be able to fill 100% of advertising requests sent to its servers with paying ads. Canep Media provides free Publisher-defined default redirects expressly for this reason. Publisher-defined defaults ads must adhere to the content guidelines outlined for all Canep Media advertisers (no copyright or illegal content, etc.). Publishers found using default ads that violate the content restrictions of the Canep Media Advertiser Agreement (incorporated herein by reference) will be removed from the network and forfeit any outstanding monies due. If Publisher chooses not to specify a default redirect, Canep Media will display its own default ads on Publisher's website when paid advertising is unavailable, or when technical difficulties require it. Default ads are not paid advertising and they do not generate revenue for the Publisher. Unless noted in a written and signed agreement, Canep Media does not guarantee to provide any percent fill of paid advertising to any website.

j) To insure timely payment, Publishers are responsible for maintaining the correct contact and payment information associated with their account. This must be done online using the Publisher's account. Any and all bank/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 re-payment.

k) Publisher agrees to indemnify and hold harmless Canep Media from and against any and all liability, loss, cost, damage, expense, or claim (including legal fees), including but not limited to any loss of profits and/or revenues for any cause whatsoever.

l) Publisher and Canep Media authorize each other to use their trade names, trademarks, service marks, logos, domain names, and other distinctive brand features in any sales or public relations context for the duration of the Agreement. Each party agrees not to use the other party's identifying marks in any manner that is disparaging or that otherwise portrays the other party in a negative light, and each party agrees not to alter, modify or change the other party's mark(s) in any way. Any rights not expressly granted herein are hereby reserved.

m) In no event shall either party be liable for special, indirect, incidental, or consequential damages, including, but not limited to, loss of profits.
n) Canep Media, reserves the absolute right not to pay Publisher if Publisher violates any of the terms of service set forth herein. Canep Media will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy.

4. Publisher Representations and Warranties.

Publisher represents and warrants that:

a) it is the owner or is licensed to use the entire contents of the website(s) on which the Canep Media advertising code is placed; the website does not violate any law or regulation governing false or deceptive advertising, sweepstakes, comparative advertising, or trade disparagement; the website does not contain hate speech; the website does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; and the Website does not and will not infringe any copyright, trademark, patent or other proprietary right.

b) the website is free of any "worm", "virus" or other device that could impair or injure any person or entity; the site does not use computer programs or tools that (i) alter a computer user’s browser or other settings or use an ActiveX control or similar device to download ad supporting software without providing fair notice to and obtaining affirmative consent; (ii) prevent a computer user’s reasonable efforts to block the installation of or disable or remove unwanted software; (iii) remove or disable any security, anti-spyware or anti-virus technology on a user’s computer; (iv) send email through a user’s computer without prior authorization; (v) open multiple, sequential, stand-alone advertisements in the consumer’s Internet browser which cannot be closed without closing the Internet browser or shutting down the computer or (vi) other similar activities that are prohibited by applicable law or industry best practices.

c) Publisher shall support Canep Media’s commitment to protect the privacy of the online community; such commitment is set forth in Canep Media’s Privacy Policy, which is hereby incorporated by reference. The Publisher therefore affirms and attests that they have a privacy policy that is in compliance with all FTC guidelines, rules and regulations with respect to online privacy.

5. Alteration and Termination.

a) Canep Media reserves the right to alter or delete any part of this Agreement at any time; notification to Publisher is to be considered given when the text of the modified Agreement is displayed on the Canep Media website.

b) This Agreement may be terminated by either party at any time, with or without cause, upon written notice to the other party. Termination notice may be provided via email, mail, fax, or verbally and will be effective immediately. Upon termination by either party, Canep Media will remove the Canep Media’s website(s) from the Canep Media Network, and Canep Media will continue to pay Publisher all payments due under this Agreement until all such payments have been made. Upon termination by either party, Publisher agrees to immediately remove the Canep Media advertising code from Publisher’s website.

8. Dispute Resolution. Any controversy, dispute or claim under, arising out of, in connection with or in relation to this Agreement shall be settled, at the request of either party, by BBB Dispute Resolution Services. The BBB will offer several dispute resolution methods to help you resolve your dispute. In conciliation, BBB staff collects factual information from both parties to a dispute and works to encourage open communication between them. BBB staff may promote discussion and the exchange of offers but will not discuss the merits of either side's position. In mediation, the BBB will provide a professionally-trained mediator to talk with the parties and guide them in working out their own mutually-agreeable solutions. In informal dispute resolution (IDS), the BBB will provide a professionally-trained hearing officer who will listen to both sides and make a non-binding decision on how to resolve the dispute. In conditionally-binding arbitration, the BBB will provide a professionally-trained arbitrator who will listen to both sides and make a decision on how to resolve the dispute that is binding on the parties only if the customer accepts the decision. In binding arbitration, the BBB will provide a professionally- trained arbitrator who will listen to both sides, weigh the evidence presented and make a decision on how to resolve the dispute that is binding on all parties. To open a dispute please click here. Any dispute resolution proceedings hereunder shall be conducted in the English language and shall be held in Lawrneceburg, Indiana, United States of America. The prevailing party shall be entitled to recover an amount as the arbitrator may adjudge to be reasonable attorneys’ fees.

9. Miscellaneous. The law of Indiana shall govern this Agreement. In the event that any term or provision of this Agreement shall be deemed by a court of competent jurisdiction to be overly broad in scope, duration, or area of applicability, the court considering the same shall have the power and is hereby authorized and directed to limit such scope, duration, or area of applicability, or all of them, so that such term or provision is no longer overly broad and to enforce the same as so limited. Subject to the foregoing sentence, in the event any provision of this Agreement shall be held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall attach only to such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement.


PUBLISHER MUST COMPLY COMPLETELY WITH ALL THE TERMS OF SERVICE SET FORTH IN THIS AGREEMENT AND WITHIN EACH INSERTION ORDER. CANEP MEDIA RESERVES THE RIGHT TO WITHHOLD PAYMENT FROM PUBLISHER'S MATERIAL BREACH OF THE TERMS OF THIS AGREEMENT.