Advertiser's Terms of Service

1. Acceptance of Terms

These HiVisits Advertiser Terms of Services ("TOS") are entered into by you, individually and on behalf of the applicable entity identified in your registration form, ("You" or "Your") and HiVisits Advertising Corporation ("HiVisits"), and govern your use of the advertising and other services provided by HiVisits ("Services") through the HiVisits website at http://www.hivisits.com ("Website"). Any access to, or other use of, the Website or Services, signifies Your acceptance and agreement, without limitation or qualification, to be bound by the TOS. Please note that the TOS may be updated from time to time without notice to you, so please check this web page on every visit to the Website. ADVERTISER means a person or entity who advertises on the Publisher's Website using our HiVisits system.

THE SERVICES ARE SOLELY DIRECTED TO INDIVIDUALS, COMPANIES, OR OTHER ENTITIES WHO CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW. IT IS YOUR RESPONSIBILITY TO DETERMINE IF YOUR USE OF THE SERVICES IS LAWFUL AND TO COMPLY WITH ALL APPLICABLE LAWS.

Please be aware that there may be certain areas on the Website that contain adult or mature content. You must be at least 18 years of age to access and view such areas.

IF YOU DO NOT AGREE WITH THE TOS, OR ARE NOT AUTHORIZED TO AGREE TO THE TOS, YOU MAY NOT USE THE SERVICES SO PLEASE DO NOT PROCEED WITH YOUR REGISTRATION.
2. Services

The Services are provided subject to the TOS and on an "AS IS" and "AS AVAILABLE" basis. The Services for advertisers, including HiVisit's advertising placement services based on on-line auctions and time-based advertising, are generally described on the Website. HiVisits reserves the right, at any time, to modify, suspend or discontinue, temporarily or permanently, the Services, or any part thereof, with or without notice. You agree that HiVisits shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Services. You are solely responsible for obtaining access to the Services, including any equipment or connectivity, and any associated third-party fees (such as Internet service provider or airtime charges or data communication charges), including fees associated with the upload, display, or delivery of advertisements. You agree that the Services may include certain administrative communications from HiVisits, and that these communications are considered part of HiVisits membership and You will not be able to opt out of receiving them.
3. Advertising Platform

Subject to Your compliance with the TOS, HiVisits grants you a personal, revocable, limited, non-transferable, non-exclusive license solely to access the HiVisits on-line advertising platform ("Advertising Platform"), as made available to member advertisers from time to time by HiVisits, for managing Your advertising content, information, and URLs ("Advertising") and for bidding on HiVisits third party publisher ("Publisher") websites for the placement of Your Advertising on such websites. Publisher advertising space is made available by Publisher to You subject to the payment of all applicable fees and the other terms and conditions of this Agreement.

The Advertising Platform is provided on an "AS IS" and "AS AVAILABLE" basis and You acknowledge that HiVisits assumes no responsibility for among other things: (a) any auction results; (b) any information or search results about Publishers; (b) any statistical information about Your Advertising; (c) any delay in publishing, updating, or removing any Advertising; (d) any information about Your Advertising uptime (period of time during which Your Advertising was displayed on a Publisher website); or (e) the accuracy, delivery, or storage of any Advertising, communication or personalization settings.

4. Advertising Content

You must provide the Advertising in the format specified by HiVisits either via the Advertising Platform or other communications method approved by HiVisits. You hereby authorize and consent to all placements of Advertising through the Advertising Platform. You agree that all placements of Advertising shall conclusively be deemed to have been approved by You unless You produce contemporaneous documentary evidence showing that You disapproved of such placements in the manner specified by HiVisits. You acknowledge that some viewers may not see Your Advertising, due to ad-filtering software or other restrictions or issues.

You may cancel Your Advertising through Your account via the online cancellation functionality available through the Advertising Platform, if any, or with prior written notice to HiVisits. HiVisits advertising network will cease serving any such cancelled Advertising shortly after confirmed receipt of such cancellation.

You consent to and allow HiVisits or the Publisher, in their sole discretion, to refuse, reject, remove or deactivate for any reason any Advertising that you have supplied at any time, including any part thereof. You agree that neither HiVisits nor any Publisher shall be liable to you or any third party for any refusal, rejection, removal or deactivation of any Advertising. You will be notified of Advertising placements via the Advertising Platform, email or other communications method approved by HiVisits.

You understand that the processing and transmission of your Advertising may involve: (a) transmissions over various third party networks; and (b) changes to the Advertising in order to conform or adapt to the technical requirements of connecting networks or devices.

5. ELIGIBILITY
Our Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, Our Services are not available to children (persons under the age of 18) or to temporarily or indefinitely terminated Participants. By becoming a Participant, You represent and warrant that You are at least 18 years old. By using the Site or the Services, You represent and warrant that You have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement.

You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any password provided by You or HiVisits for accessing the Service. You are solely and fully responsible for all activities that occur under Your password or account. HiVisits has no control over the use of any User's account and expressly disclaims any liability derived therefrom. Should You suspect that any unauthorized party may be using Your password or account or You suspect any other breach of security, You will contact Us immediately.

6. Prohibited Advertising, Conduct, Uses

You shall not or permit or authorize any other party to:
(a) resell, transfer, rent, or otherwise provide access to, the Services, or any part thereof, including your member ID, to any third party;

(b) advertise anything illegal or engage in any illegal or fraudulent business practice;

(c) generate automated, fraudulent or otherwise invalid impressions, inquiries, conversions, clicks or other actions;
(d) use any automated means or form of scraping or data extraction to access, query or otherwise collect HiVisits advertising-related information from the Services except as expressly permitted by HiVisits;
(e) advertise pornographic or adult-related (as determined in HiVisits sole discretion) content, products or services;
(f) upload, post or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(g) harm minors in any way;
(h) impersonate any person or entity, including, but not limited to, a HiVisits official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(i) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Advertising transmitted through the Services;
(j) upload, post or otherwise make available any Advertising that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(k) upload, post or otherwise make available any Advertising that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
(l) upload, post or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
(m) upload, post or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(n) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
(o) intentionally or unintentionally violate any applicable local, provincial, federal or international law, including without limitation any applicable provisions of the Competition Act (Canada) or Consumer Protection Act (Ontario);
(p) collect or store personal data about other users. You are solely responsible for the Advertising provided through Your account.
7. Linked Content

You are solely responsible for all Advertising and all websites, web pages, products, services, advertising and other information that viewers are linked to via the Advertising ("Linked Content"). You hereby grant HiVisits permission to utilize an automated software program to retrieve and analyze websites associated with the Linked Content for ad quality and serving purposes.

You hereby represent and warrant that: (a) You own, or have enforceable and valid licenses to, all rights, including without limitation all copyright, trademark, patent, trade secret, publicity or other proprietary rights, in and to the Advertising and Linked Content; and (b) the Advertising and Linked Content do not breach, violate or infringe upon: (i) any third party rights, including without limitation any copyright, trademark, patent, trade secret, publicity or other proprietary rights; or (ii) any applicable laws, regulations or codes of conduct, including without limitation any applicable industry guidelines related to marketing or advertising content or activities. Any breach of the foregoing representations or warranties may result in immediate termination of the TOS or Your account, in HiVisits sole discretion and without notice, and may subject You to damages.

You hereby grant to HiVisits and its Publishers a worldwide, full paid-up, royalty-free, non-exclusive license and right to host, cache, route, transmit, store, copy, modify, adapt, distribute, perform, display, reformat, excerpt, analyze, and create algorithms from and derivative works of, the Advertising or Linked Content in relation to: (a) the provision of the Services; or (b) HiVisits business as conducted from time to time.


8. Termination

HiVisits may, for any reason, with or without notice, discontinue Your Advertising (or any part thereof) or terminate Your account (including without limitation deletion of all account information and removal of access to the Advertising Platform), in which case You will be responsible for all Advertising Fees (as defined below) payable for any Advertising already run on the HiVisits network.

You may on ten days' written notice to HiVisits, including via the Advertising Platform or email, terminate Your account, in which case You will be responsible for all Advertising Fees payable for any ads run on the HiVisits network up to and including the effective date of account cancellation as determined by HiVisits.

HiVisits shall not be liable to you or any third party for any discontinuation or termination of Your Advertising or Your account or any access to the Services.
9. HiVisits Proprietary Rights and Confidential Information

HiVisits owns, or is the authorized licensee of, all right, title and interest, including all copyright, trademark, trade secret, patent and other proprietary rights in and to the Services, Advertising Platform and all associated software and technology ("HiVisits IP"). You may not or may not allow any third party to: (a) copy, modify, adapt or create a derivative work from the HiVisits IP; (b) reverse engineer, reverse assemble, or otherwise attempt to discover any source code from the HiVisits IP; or (c) sell, assign, sublicense, grant a security interest in, or otherwise transfer any right in the HiVisits IP. You agree not to access the Services by any means other than through the Advertising Platform made available by HiVisits.

You acknowledge that certain technical or business information of HiVisits that You may access to as a result of Your use of the Services are considered proprietary and confidential to HiVisits ("Confidential Information"). Confidential Information includes HiVisits IP and information relating to HiVisits Publishers. You hereby agree to hold all such Confidential Information in strict confidence and to only use or disclose it to the extent it is required for Your use of the Services under the terms of the TOS or as authorized in writing by a duly authorized representative of HiVisits. Confidential Information does not include information that has become publicly known through no breach by You, or information that has been (i) independently developed without access to Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.
10. Your Account

You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Services' registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or HiVisits has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, HiVisits has the right to suspend or terminate Your account and bar any and all current or future use of the Services.

You will receive a password and member ID upon completing the Services' registration process. You are responsible for maintaining the confidentiality of the password and member ID and are fully responsible for all activities that occur under Your account. You agree to: (i) immediately notify HiVisits of any unauthorized use of Your account or any other breach of security; and (ii) ensure that You exit from Your account at the end of each session. HiVisits is not liable for any loss or damage arising from your failure to comply with this Section 10. You acknowledge that HiVisits may establish general practices and limits concerning use of the Services, including without limitation the maximum number of days, if any, that uploaded Advertising will be retained. You agree that HiVisits has no responsibility or liability for the deletion or failure to store any messages and other communications or other Advertising maintained or transmitted by the Services. You acknowledge that HiVisits reserves the right to close accounts that are inactive for more than six months or some other extended period of time as may be designated by HiVisits from time to time. You further acknowledge that HiVisits reserves the right to modify these general practices and limits from time to time.

You agree that HiVisits may access, preserve and disclose Your account information, and any Advertising, if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to among other things: (1) comply with legal process; (2) enforce the TOS; (3) respond to claims that any Advertising violates the rights of third parties; (4) respond to Your requests for customer service; or (5) protect the rights, property or personal safety of HiVisits, its users or the public.
11. Publishers, Third Party Content

You understand that all content, information, data, text or other materials available on Publisher websites ("Third Party Content"), are the sole responsibility of the Publisher or the person from whom such content originated. HiVisits does not guarantee the accuracy, completeness, or usefulness of any information about a Publisher which is made available on the Website or otherwise by HiVisits and HiVisits does not control, approve or endorse any Publisher or Third Party Content. You should rely on Your independent investigation of a Publisher before submitting Advertising for such Publisher's website and You agree to evaluate, and bear all risks associated with, the displaying of Your Advertising on a Publisher's website. You understand that by using the Services, Your Advertising may be displayed alongside or in association with Third Party Content that is offensive, illegal, indecent or objectionable. Under no circumstances will HiVisits be liable in any way for any Third Party Content.

12. LIMITATION OF LIABILITY
The maximum aggregate liability of all HiVisits Entities to you in contract, tort or otherwise howsoever arising for any liability which is not otherwise limited or excluded under the Agreement in respect of any one or more incidents or occurrences arising during any successive six month period (the first such period commencing on the date of this Agreement) shall be limited to a sum equivalent to the amounts actually paid by you to us pursuant to the Agreement in the relevant six month period. In no event shall any HiVisits Entity be liable to you in contract, tort or otherwise (including any liability for any negligent act or omission or breach of statutory duty) for any loss of revenue, profits, business, contracts, anticipated savings, wasted expenditure, damage to reputation or goodwill, loss of or loss of use of data, or any indirect or consequential loss or damage whatsoever, howsoever arising out of or in connection with the Agreement or any breach thereof even if it was advised in advance of the possibility of such loss or damage. We are not responsible for any acts or omissions of any third party in connection with the Agreement, including with respect to clicks and/or impressions by any third party on your Advertiser Materials. Notwithstanding anything to the contrary, nothing in this clause or the Agreement shall be construed to exclude or limit any liability of any HiVisits Entity which cannot be excluded or limited under applicable law (such as for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation).