ADVERTISER AUTHORIZATION AGREEMENT
IMPORTANT - This Advertiser Authorization Agreement (the "Agreement") governs the provision and use of your business name, trade-marks by Carson Integrated Inc. ("Carson Integrated") on its website(s). By selecting the "ACCEPT" box below or otherwise indicating acceptance, you are agreeing to the terms and conditions contained herein and this Agreement shall constitute a LEGAL AGREEMENT between you (herein also referred to as the "Advertiser") and Carson Integrated. If you are entering into this Agreement on behalf of a corporation or other legal entity, you are representing that you have authority to bind such entity to this Agreement and the terms "you" and "Advertiser" herein shall also mean and include such entity. If you do not agree to all of the terms and conditions contained in this Agreement, then you must select the box that indicates that you do not accept this Agreement.
Without limitation to the above, the terms and conditions of this Agreement that govern the rights and restrictions of the Advertiser and Carson Integrated in relation to the provision and use of the Advertiser's business name, trade-marks and authorization on Carson Integrated's website(s) (with each party acknowledging the receipt and sufficiency of the consideration relating thereto) are as follows:
- Advertiser Authorization and Registration – Upon acceptance of this Agreement by the Advertiser, the Advertiser agrees that Carson Integrated may display on Carson Integrated's website(s) information about, and a link to, the Advertiser, including the Advertiser's name and trade-mark(s) for the duration of the Term (as herein defined). In furtherance thereof, the Advertiser shall complete the registration process designated by Carson Integrated (the "Registration"), the terms of which Registration shall, upon acceptance by Carson Integrated, be incorporated into and form part of this Agreement. The Advertiser agrees to pay to Carson Integrated the fees and other charges (the "Fees") set forth in the Registration on or before the commencement of the Term in consideration for Carson Integrated performing its obligations herein.
- Carson Integrated Website(s) – Upon acceptance of the Advertiser's Registration by Carson Integrated and payment by the Advertiser of the Fees, Carson Integrated hereby agrees to display, in a timely manner, on one or more websites of Carson Integrated, for the duration of the Term, a reference to the Advertiser which reference shall include the Advertiser's name and may include its trade-mark(s), as well as brief additional information about, and a link to, the Advertiser, but otherwise in such manner and in such location(s) on its website(s) as Carson Integrated determines appropriate, in its sole discretion.
- Term and Renewal –
- Subject to earlier termination as provided for herein, the term (the "Term") of this Agreement shall commence upon acceptance by Carson Integrated of the Registration and shall continue for the duration of either one (1) month or one (1) year, as more particularly set forth in the Registration, which term shall automatically renew at the end of the Term for an additional term of the same duration (to be treated as the "Term" upon renewal for the purposes hereof), which automatic renewal shall continue to occur unless prior to the end of the then current Term, either party terminates this Agreement.
- The Fees payable upon renewal are subject to change from time to time in Carson Integrated's sole discretion and shall become effective upon posting same on its website. Carson Integrated shall endeavour wherever possible to give advance notice of such changes in Fees to the Advertiser with such changes not affecting the then current Term, but rather only for Term(s) that commence after the Fees become effective.
- Termination and Circumstances for Refund – Either party may terminate this Agreement at any time in its sole discretion and for greater clarity, without requirement of default by the other party of the provisions herein. In the event the terminating party is Carson Integrated and provided the termination is not due to the material default of the Advertiser, Carson Integrated shall refund to the Advertiser a pro-rated portion of the Fees (if any) already paid by the Advertiser for the advertising contemplated herein to account for the unused remaining portion of the Term. There shall be no refund or reimbursement of Fees paid by the Advertiser to Carson Integrated in relation to this Agreement, if (i) Carson Integrated terminates the Agreement prior to its expiry due to the material default by the Advertiser (with non-payment of any Fees payable herein being deemed to be a material default) or (ii) the Advertiser terminates the Agreement prior to its expiry unless the termination is due to the material default of Carson Integrated of its obligations herein. If Carson Integrated receives written notice of termination from the Advertiser, Carson Integrated shall take all necessary steps to remove, in a timely manner, all references and links to the Advertiser on Carson Integrated's website(s).
- Representations and Warranties of the Advertiser - The Advertiser covenants, represents and warrants that all information about the Advertiser provided to Carson Integrated for the purposes hereof shall be true and accurate in all respects and the Advertiser has the full right to agree to the terms hereof, without further consent required from any third party, and the insertion on Carson Integrated's website of the Advertiser's name, trade-mark(s) and other information provided by the Advertiser to Carson Integrated shall not infringe the rights of any third party, including, without limitation, any intellectual property or proprietary rights of a third party.
- Indemnification – The Advertiser shall indemnify and save harmless Carson Integrated, and Carson Integrated shall indemnify and save harmless the Advertiser (the party to indemnify the other party being referred to as the "Indemnifying Party" and the party to be indemnified, its officers, directors, employees and agents collectively being called the "Indemnified Party" in this provision), from and against any claims, demands, actions, causes of action, damage, loss, costs, liability or expense, including legal costs on a solicitor and his own client basis (referred to in this paragraph as "Claim" or "Claims") which may be made or brought against the Indemnified Party or which it may suffer or incur, directly or indirectly, as a result of, in respect of, or arising out of any non-fulfilment of any covenant or agreement on the part of the Indemnifying Party under this Agreement or any incorrectness or breach of any representation or warranty of the Indemnifying Party contained in this Agreement.
- Limit of Liability – Notwithstanding anything contained herein, the liability of Carson Integrated hereunder for a breach, if any, of its obligations contained herein shall be limited to the amount of Fees paid by the Advertiser to Carson Integrated.
- General -
- Waiver and Severability – The failure of Carson Integrated to exercise or enforce any rights or provisions in this Agreement shall not constitute a waiver of such right or provision. If any part of this Agreement is void or unenforceable for any reason, it will not affect the validity or enforceability of the balance of this Agreement.
- Entire Agreement - This Agreement (together with the accepted Registration) is the entire contract between the parties and the Advertiser agrees that there are no representations, opinions, promises or warranties expressed or implied which form part of this Agreement other than those contained in this Agreement.
- Interest – Interest shall be payable on all amounts due and owing by a party to the other party at a rate of ten (10) percent per annum, compounded annually.
- Interpretation – Any reference to neuter shall mean and include the masculine or feminine where the context so requires. Any provision or limitation of liability of Carson Integrated herein or on its websites shall be interpreted independently, notwithstanding any overlap or repetition, and shall be construed without limitation to any other provision or limitation of liability contained herein.
- Independent Contractor – This Agreement does not and shall not be construed as creating any partnership, joint venture or agency between Carson Integrated and the Advertiser and the Advertiser shall not be deemed to be a partner, joint venturer, agent or legal representative of Carson Integrated.
- No Assignment - This Agreement may not be assigned by the Advertiser without Carson Integrated's express consent.
- Governing Law - This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and any court of competent jurisdiction in Alberta shall have exclusive jurisdiction to adjudicate any matters arising out of this Agreement.