Advertiser Terms of Service
PLEASE READ VERY CAREFULLY THESE TERMS OF SERVICE BEFORE REGISTERING FOR THE LAT49 ADVERTISER
PROGRAM. PARTICIPTION IN THE LAT49 ADVERTISER PROGRAM INDICATES THAT YOU ACCEPT THESE TERMS OF
SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE PLEASE DO NOT REGISTER FOR OR PARTICIPATE
IN THE LAT49 ADVERTISER PROGRAM
INTRODUCTION
The agreement ("Agreement") between you (the "Customer") and Lat49 Media Inc. ("Lat49")
consists of these Lat 49 Advertiser Program (the "Program") Standard Terms of Service ("TOS").
A description of the Program as generally offered by Lat49, is available at this site
Lat49.com or such other URL as Lat49
may provide from time to time. Lat49 may update the TOS from time to time without notice to
you. You can review the most current version of the TOS at any time at
http://Lat49.com/docs/advertisertos.php.
Please note that Lat49 may also offer other Programs that are governed by different Terms of Service.
PROGRAM PARTICIPATION
Program participation is subject to Lat49 prior approval and your continued compliance with
these Terms of Service, with the Lat49 Content Policies "Content Policies" located at
http://Lat49.com/docs/contentpolicy.php
and other policies that Lat49 may provide from time to time. Lat49 reserves the right to refuse
to accept you into the Program for any reason. The Customer is solely responsible for all:
(a) ad targeting options (collectively "Targets") and all ad content, ad information, and ad URLs
(collectively "Creative"), whether generated by or for the Customer; and (b) web sites, services
and landing pages which Creative links or directs viewers to, and advertised services and products
(collectively "Services"). The Customer understands and agrees that by using this Program, ads may
be placed on any content or property provided by a third party ("Partner") upon which Lat49 places
ads ("Partner Property"). The Customer authorizes and consents to all such placements. Lat49 or
Partners may reject or remove any ad or Target for any or no reason.
PROHIBITED USES
Customer shall not, and shall not authorize any party to: (a) generate automated, fraudulent or
otherwise invalid impressions, inquiries, conversions, clicks or other actions; (b) use any automated
means or form of scraping or data extraction to access, query or otherwise collect Lat49 advertising
related information from any Program website or Partner Property except as expressly permitted by Lat49; or
(c) advertise anything illegal or engage in any illegal or fraudulent business practice.
LICENSE GRANT
Customer represents and warrants that it holds and hereby grants Lat49 and Partners all rights
(including without limitation any copyright, trademark, patent, publicity or other rights) in
Creative, Services and Targets needed for Lat49 and Partner to operate Programs (including
without limitation any rights needed to host, cache, route, transmit, store, copy, modify,
distribute, perform, display and reformat Creative) in connection with this Agreement .
INDEMNITY
You agree to indemnify, defend and hold harmless Lat49, its subsidiaries, affiliates, officers,
agents, co-branders and other partners and employees, from any claim or demand, including, without
limitation, reasonable attorneys' fees, made by any third party due to or arising out of your use
of the Program, your connection to the Program, your violation of the TOS and your violation of
any rights of another.
NO RESALE OF PROGRAM
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial
purposes, any portion of the Program, use of the Program or access to the Program.
MODIFICATIONS TO THE PROGRAM
Lat49 reserves the right at any time and from time to time to modify or discontinue, temporarily
or permanently, the Program (or any part thereof) with or without notice. You agree that Lat49 shall
not be liable to you or to any third party for any modification, suspension or discontinuance of the
Program.
TERMINATION; CANCELLATION
Customer may cancel advertising at anytime with by sending written notice to Lat49. Refunds will
not be provided for cancelled Ads that were already purchased. Cancelled ads that are currently
running may continue to be published for up to 10 days from the time we receive notice of your
desired to cancel your advertising. Lat49 may at any time, in its sole discretion, terminate all
or part of the Program or terminate this Agreement for any reason without notice.
NO GUARANTEE
Lat49 makes no guarantee regarding the level of impressions of Ads or clicks on any Ad, the timing
of delivery of such impressions and/or clicks or the amount of payment to be made to Customer in
connection with the Program.
PAYMENT
Customer shall be responsible for all charges for advertising and shall pay all charges in U.S.
Dollars or in such other currency as agreed to in writing by the parties. To the fullest extent
permitted by law, Customer waives all claims relating to charges unless claimed within 60 days
after the charge (this does not affect Customer's credit card issuer rights). To the fullest extent
permitted by law, refunds (if any) are at the discretion of Lat49 and only in the form of advertising
credit.
LINKS
The Program may provide, or third parties may provide, links to other World Wide Web sites or resources.
Because Lat49 has no control over such sites and resources, you acknowledge and agree that Lat49
is not responsible for the availability of such external sites or resources, and does not endorse
and is not responsible or liable for any content, advertising, products, or other materials on or
available from such sites or resources. You further acknowledge and agree that Lat49 shall not be
responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused
by or in connection with use of or reliance on any such content, goods or Programs available on or
through any such site or resource.
Lat49'S PROPRIETARY RIGHTS
You acknowledge and agree that the Program contains proprietary information that is protected by
applicable intellectual property and other laws. You further acknowledge and agree that content
presented to you through the Program is protected by copyrights, trademarks, Program marks, patents
or other proprietary rights and laws. Except as expressly authorized by Lat49, you agree not to
modify, rent, lease, loan, sell, distribute or create derivative works based on the Program, in whole
or in part.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT: YOUR USE OF THE PROGRAM IS AT YOUR SOLE RISK. THE PROGRAM
IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Lat49 EXPRESSLY DISCLAIMS ALL WARRANTIES OF
ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Lat49 MAKES NO WARRANTY
THAT (i) THE PROGRAM WILL MEET YOUR REQUIREMENTS, (ii) THE PROGRAM WILL BE UNINTERRUPTED, TIMELY,
SECURE OR ERROR-FREE, (iii) THE RESULTS AND/OR CONTENT THAT MAY BE OBTAINED FROM THE USE OF THE PROGRAM
WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PROGRAMS, INFORMATION, OR OTHER MATERIAL OBTAINED
BY YOU THROUGH THE PROGRAM WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE PROGRAM WILL BE
CORRECTED. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PROGRAM IS DONE AT
YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER
SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM Lat49 OR THROUGH OR FROM THE PROGRAM SHALL CREATE ANY
WARRANTY NOT EXPRESSLY STATED IN THE TOS. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES
WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE PROGRAM.
CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY
OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT
YOUR PHYSICIAN PRIOR TO USING THE PROGRAM. IMMEDIATELY DISCONTINUE USE OF THE PROGRAM AND CONSULT YOUR
PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE PROGRAM: DIZZINESS, ALTERED
VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.
LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT Lat49 SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION,
DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Lat49 HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE
PROGRAM; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND PROGRAMS RESULTING FROM ANY GOODS, DATA,
INFORMATION OR PROGRAMS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH
OR FROM THE PROGRAM; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv)
STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE PROGRAM; OR (v) ANY OTHER MATTER RELATING TO THE PROGRAM.
EXCLUSIONS AND LIMITATIONS
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 OF
LIABILITY MAY NOT APPLY TO YOU.
CONFIDENTIALITY
You agree not to disclose Lat49 Confidential Information without Lat49's prior written consent.
"Lat49 Confidential Information" includes without limitation: (i) all Lat49 software, technology,
programming, technical specifications, materials, guidelines and documentation you learn, develop
or obtain that relate to the Program; (ii) click-through rates or other statistics relating to Ad
performance in the Program provided to you by Lat49; and (iii) any other information designated
in writing by Lat49 as "confidential" or any designation to the same effect. "Lat49 Confidential
Information" does not include information that has become publicly known through no breach by you
or Lat49, or information that has been (a) independently developed without access to Lat49 Confidential
Information as evidenced in writing; (b) rightfully received by you from a third party; or (c) required
to be disclosed by law or by a governmental authority.
NO THIRD PARTY BENEFICIARIES
You agree that, except as otherwise expressly provided in this TOS, there shall be no third party
beneficiaries to this Agreement.
NOTICE
Lat49 may provide you with notices, including those regarding changes to the TOS, by either e-mail,
regular mail or postings on the PROGRAM.
PROPRIETARY INFORMATION
The Lat49 logo and product and PROGRAM names are the property of Lat49 Media Inc. (the "Lat49
Marks"). Without Lat49's prior permission, you agree not to display or use the Lat49 Marks in any
manner.
GENERAL INFORMATION
Entire Agreement. The TOS constitutes the entire agreement between
you and Lat49 governing your use of this Program. You also may be subject to additional terms and
conditions and agreements if you become a member of the Program.
Choice of Law and Forum. The TOS and the relationship between you
and Lat49 shall be governed by the laws of the Province of British Columbia without regard to its
conflict of law provisions. You and Lat49 agree to submit to the personal and exclusive jurisdiction
of the courts located within the city of Vancouver British Columbia Canada.
Waiver and Severability of Terms. The failure of Lat49 to exercise
or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.
If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties
nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected
in the provision, and the other provisions of the TOS remain in full force and effect.
Statute of Limitations. You agree that regardless of any statute
or law to the contrary, any claim or cause of action arising out of or related to use of the Program
or the TOS must be filed within one (1) year after such claim or cause of action arose or be forever
barred. The section titles in the TOS are for convenience only and have no legal or contractual effect.
VIOLATIONS
Please report any violations of the TOS to:
Lat49 Media Inc.
Attn: Wayne Fraser
11th Floor, 555 Hastings St.
Vancouver BC Canada V6B 4N4
1-778-385-9242
wfraser(at)Lat49.com