Terms and Conditions – Advertiser and Artists

VIDEO ADVERTISING AGREEMENT WEBSITE

(hereinafter called (e) “Télénation Inc.” – Web Site -)
(The advertiser or artist and Télénation Inc. hereinafter collectively called “the Parties”)

PREAMBLE

WHEREAS The advertiser or artist wishes to place a video ad on the Web site Télénation Inc .;

WHEREAS Télénation Inc. agrees to publish The advertiser or artist advertising space on its website and provide various other services described below, for good and valuable consideration;

WHEREAS This contract comes into force from the validation by the advertiser or the artist of the completed form and without the signature of this contract is necessary.

WHEREAS the Parties have the capacity and quality of exercise all the rights required for the conclusion and implementation of the agreement found in the present contract;

THEREFORE THE FOREGOING, THE PARTIES AGREE AS FOLLOWS:

1.00 PREAMBLE
The preamble is an integral part of this contract.

2.00 OBJECT

2.01 Publication of advertising
Télénation Inc. agrees to publish The advertiser or artist advertisement on its Web site whose URL is: http://www.telenation.tv (hereinafter called “the website”) to publish an advertising announcement artistic or video, according to the specifications of cost per click.

2.02 Design of the advertisement or promotional video art
Télénation Inc. can provide design service announcement video advertising or artistic according to specifications.

3.00 CONSIDERATION

3.01 Price
In consideration of the advertising or artistic publication and other services, the advertiser or the artist must pay Inc. Télénation the cost per click of $ 1.00 for an ad and $ 0.50 for an artistic announcement, more all applicable taxes.

3.02 Billing
Any invoice Télénation Inc. may be requested for the advertiser or artist to the address indicated in the registration section or to such other address as the advertiser or the artist can communicate Télénation Inc. after acceptance of this contract.

3.03 Terms and conditions of payment
The price is payable by the advertiser or the artist or the artist Télénation Inc. under the terms and conditions of payment recognized with a credit card.

4.00 SPECIAL PROVISIONS

4.01 Representatives of the parties
Each party acknowledges that the person designated for inclusion (or (e) replacing (e) designate, after consulting with the meaning given to the other party) represents and authority to ask actions, make decisions and give the required authorizations with respect to the performance of this contract.

4.02 Obligations advertiser or artist
The advertiser or artist agrees and undertakes to Télénation Inc. to the following:
• The advertiser or artist must provide the advertising or artistic ad video in the form and within the time limits, unless the publisher or artist has required the Télénation Inc. to the design of the advertisement or video art;
• The advertiser or artist must bring Télénation Inc. to cooperate fully and provide all information required for the execution of services;
• The advertiser or artist must report promptly Inc. Télénation problems brought to its attention concerning:
• the operation of the Web server;
• the display of the website;
• Display the web page containing the video ad or artistic announcement;
• Display video advertising ad or artistic;
• The advertiser or artist is responsible for the content of the advertisement or promotional video art and damages that may result from its use or its display;
• The advertiser or artist must take up the cause of Télénation Inc. if he is questioned or taken part in legal proceedings brought by a third party alleging a wrong Télénation Inc. arising from the presence, use or display or video advertising announcement artistic or information contained therein, Inc. Télénation and compensate for any monetary condemnation in capital and interest as well as all legal fees that Télénation Inc. may incur as a result;
• The advertiser or artist may not transfer to a third party any rights in this agreement, including, without limitation, those relating to advertising space, without the prior written consent of Télénation Inc .;
• The advertiser or artist must pay the price of service Télénation Inc. and pay for any additional services that could later require the signature of this contract, the terms and conditions of payment.

4.03 Télénation Bonds Inc.
Télénation Inc. undertakes and agrees to the advertiser or artist to the following:
• The advertising and artistic video ad must be configured, installed and displayed in a professional manner, according to the rules generally accepted by the industry and based on cost per click;
• The Web server that hosts the website must have a constant connection to the Internet, allowing uninterrupted access to the Website, except during periods of time planned for the maintenance of the web server and during downtime non network attributable to Télénation Inc .;
• Subject to the preceding paragraph, the Web server must have the ability to process a large simultaneous demand from Internet users without being affected, significantly, the Web page download speed;
• Télénation Inc. must solve or to resolve any problems affecting the operation of the Web server or Web site, as soon as possible after becoming aware of the problem Télénation Inc. or following the advice given to him by The advertiser or artist, the first of two events is later;
• The Web server must be protected adequately and permanently against any unauthorized intrusion, physical and virtual, and must provide all the security guarantees generally recognized by the industry (or security guarantees provided);
• The Web server must be subject to regular maintenance and be free of all known and identifiable virus.
4.04 Advertising Rules
Advertising rules Télénation Inc., may be amended from time to time (hereinafter called “the advertising rules”) receive application during the term of this contract, subject to the cost per click that have priority over any advertising policy inconsistent, and the advertiser or the artist agrees to be fully bound by these:
• The content and the display of the video ad or artistic announcement are subject to the prior approval of Télénation Inc .;
• Video advertising or artistic announcement and its content must comply with all laws and all applicable regulations, to include but not limited to, laws and regulations concerning intellectual property, advertising, promotional contests, consumer protection, the privacy and the protection of minors;
• The advertiser or artist must provide Télénation Inc., on request of the latter, the proof of its right, title or interest in any copyright, trademark or other intellectual property concerning one or several elements of the advertisement or video art;
• The advertiser or artist must be duly authorized to announce the company or the products or services of the latter;
• The content of the advertisement or promotional video art can only refer to the company or the products and services of the advertiser or the artist himself and not another person, except in cases of advertising benchmarking;
• A hyperlink placed on the site of the advertisement or video art can only lead to one or the other pages of the advertiser’s website or the artist;
• The advertiser or artist must be legally authorized, for good and valid title of ownership or license to publish the video ad or artistic announcement and its content, including, without limitation, names, photographs or portraits people alive, as are works protected by any copyright and words, words and series of drawings consisting of any trademark;
• Words, expressions, references, special characters and graphic symbols, internationally recognized to identify copyrights, trademarks and other intellectual property rights, as their holders must appear where required in the commercial or artistic video ad, in relation to the text and graphic elements within and outside The advertiser or artist;
• Télénation Inc. is free to choose the format and location of the video ad or artistic ad on the Web site;
• The advertising announcement artistic or video received by Télénation Inc. beyond the delivery date specified in the cost per click may not be posted on the website at the date of first publication;
• Video advertising or artistic ad can be subject to changes at the request of the advertiser or the artist, price, terms and conditions indicated in the cost per click;
• Télénation Inc. may, in its sole discretion, refuse to post or remove from the website the advertisement or video art if it believes that all or part of the contents of this:
• is or may be obscene, libelous, immoral, illegal, defamatory or hateful;
• or is likely to damage the reputation of Télénation Inc. or website;
• infringes or may infringe a right, title or interest of intellectual property belonging to third parties;
• causes or is likely to cause any damage to a third party, directly or indirectly;
• does not meet one or other of the advertising rules or cost per click.

4.05 advertising Statistics
During the term of this contract, must provide Télénation Inc. The advertiser or artist statistics on exhibitions and consultations of the advertisement or promotional video art (hereinafter collectively referred to as “advertising Statistics”) in accordance with cost per click.

4.06 Intellectual Property

4.06.01 advertising or artistic Announcement Video
All rights, title and interest in intellectual property in the ad or artistic video advertising provided by the advertiser or the artist belong to the latter. All rights, title and interest in the intellectual property and artistic video advertising ad designed by Télénation Inc. for the benefit of the advertiser or artist owned Télénation Inc., until payment of its design services after which its rights, title and interest are transferred to the advertiser or the artist.

4.06.02 Respect for the intellectual property of third parties (Télénation Inc.)
The content, including Web site elements, must be completely original and not infringe any copyright, trademark and any other right, title or intellectual property interest belonging to any third party. If all or part of the content is designed, in whole or in part, by a third party or if a right, title or interest in it belongs to the latter, Télénation Inc. must obtain the appropriate rights, enabling him among other to use any such content (or part of it) in the Web site. If it fails to comply with one or other of the above mentioned obligations, in whole or in part, Inc. Télénation must:
• The advertiser or compensate the artist for any damage suffered by him;
• take up the cause of the advertiser or the artist if he is questioned or taken part in legal proceedings brought by a third party alleging the violation or usurpation, real or apprehended, of any right of copyright, trademark or other right, title or intellectual property interest and indemnify The advertiser or artist of any monetary condemnation in capital and interest as well as all court costs and extrajudicial that the advertiser or artist may incur as a result; and
• remove the content illegally used or replace it with a completely original content or in which Télénation Inc. has rights, all without delay and expense.

4.06.03 Respect for the intellectual property of third parties (The advertiser or artist)
Elements of artistic or video advertising ad must be completely original and not infringe any copyright, trademark and any other right, title or intellectual property interest belonging to any third party. If one or more of the video ad or announcement artistic elements were designed, in whole or in part, by a third party or if a right, title or interest thereon belongs to the latter, The Advertiser or artist must obtain the appropriate rights, enabling him among other things to include any such element (or part thereof) in advertising or artistic video ad. If it fails to comply with one or other of the above mentioned obligations, in whole or in part, the advertiser or the artist must:
• Télénation Inc. compensate all damage suffered by it;
• take up the cause of Télénation Inc. if he is questioned or taken part in legal proceedings brought by a third party alleging the violation or usurpation, real or apprehended any copyright, trademark trade or other right, title or intellectual property interest, Inc. Télénation and compensate for any monetary condemnation in capital and interest as well as all legal fees that may incur Télénation Inc. accordingly; and
• allow removal by Télénation Inc. of advertising or video announcement artistic containing one or more of the elements used illegally, or replaced by an announcement made entirely original elements or where the advertiser or artist has rights, all without delay and expense of the advertiser or the artist. If he fails to perform within the time limit set by formal notice, the advertiser or artist irrevocable mandate Télénation Inc. to remove the ad or video ad art, all at the expense of The advertiser or artist.

4.07 Confidentiality and Non-Disclosure
Télénation Inc. recognizes that some information provided and to be provided by the advertiser or the artist have or may have it for a considerable strategic importance, and therefore represent trade secrets for the purposes of this contract. Therefore, except as regards the information to be displayed in the ad or video ad artistic and those in the public domain, Télénation Inc. is committed to the advertiser or artist:
• keep confidential and not disclose the information;
• take and implement all appropriate measures to protect the confidentiality of the information;
• do not communicate, transmit, exploit or otherwise make use, for its own account or for others, information elements;
• take all appropriate measures to ensure that partners, shareholders, directors, officers, agents, representatives, officers, employees and related persons of Télénation Inc., maintain the confidentiality of the information, and for the exclusive benefit of The advertiser or artist.

4.08 Exclusive services

NUL

4.09 Non-solicitation staff
• Each party undertakes not to solicit, hire, engage or otherwise retain, directly or indirectly, any employee of the other party.

4.10 Useful information
The advertiser or artist recognizes that Télénation Inc. has provided, before the signing of this contract, all useful information regarding the services it undertakes to provide.

4.11 Means of implementation
Except in meeting the cost per click, Inc. Télénation free choice of means of implementation of this contract, and there is between him and the advertiser or artist no subordination as to its implementation.

4.12 Sub-business
Unless otherwise provided in this contract, Télénation Inc. may appoint any third party to perform the contract. However, it keeps the direction and responsibility for implementation.

4.13 Additional Services
If the advertiser or artist requires additional services from Télénation Inc., and that the latter agrees to make them, a purchase order prepared by Télénation Inc. based on the additional services required to be signed by The advertiser or artist. The nature and price of the additional services currently available are indicated in the cost per click.

4.14 Guarantee
Télénation Inc. makes no warranties, express or implied, to the relatively advertiser or artist:
• Web server and the Web site, their operation, their hardware and software components, as well as access via the Internet;
• the benefits, financial or not, real or apprehended, whether positive or not, resulted or may result from the use and display of the advertisement or promotional video art on the website.
• The only guarantee Télénation Inc. is to the effect that he will take all reasonable means at its disposal to the video ad or artistic announcement to appear professional and efficient manner, following the rules generally recognized by the industry and in accordance with the cost per click.

4.15 Limitation of Liability
• Except in cases of serious misconduct on his part Télénation Inc. can not be held liable to the advertiser or artist of any fault and damages, direct or indirect, that may arise, and the advertiser or artist Télénation Inc. holds harmless and indemnify of any claim, in one or other of the following cases:
• appropriation, modification, loss or destruction, illegal or unauthorized, in whole or in part, of the advertisement or video art;
• loss or destruction of advertising statistics;
• lost opportunities or business revenues related to the operation or absence of operation of the website, or to the display or no display of the advertisement or promotional video art therein or to find it;
• lost opportunities or business revenues related to the effectiveness or lack of effectiveness of the video ad or artistic announcement;
• illegal or unauthorized intrusion of any third party in the Web server or Web site;
• introduction of a computer virus in the Web server or Web site;
• breakage or malfunction of Web server hardware equipment;
• temporary bandwidth congestion;
• interruption of the Internet connection service to a cause beyond the control of Télénation Inc .;
• error in design or publication of the advertisement or video art.
If an error slips into the video ad or artistic ad for a reason attributable to Télénation Inc., one is entitled to correct said errors without delay, without having to pay any compensation or damages whatsoever to Advertiser or artist. In all cases, the responsibility of Télénation Inc. is limited to the rental value of the advertising space during the period of time between the date of discovery of the error correction and the date thereof.

4.16 Deposit
NUL

4.17 Interests
Any amount due by the advertiser or artist to Télénation Inc. under this agreement bear interest at the rate of eighteen percent (18% per annum or 1.5% per month) from the maturity.

4.18 Rate change or addition of taxes
Should the rate applicable taxes be amended or a new tax is added during the execution of this contract, any such new rate or such new tax is then applied and the total price is adjusted accordingly.

4.19 collection fee
If necessary, given the failure to pay the advertiser or the artist, or to refer the outstanding invoices to a collection agent or lawyer, the advertiser or the artist must pay Télénation Inc., in addition to the balance due, collection costs.

4.20 Termination of the contract (The advertiser or artist)
The advertiser or artist may terminate this Agreement at any time upon notice to Télénation Inc .. However, The advertiser or artist remains responsible for the payment of the price for the duration of the publication provided for in the specifications and the price of other services rendered by Télénation Inc., without any reduction or discount.

4.21 Termination of contract (for Télénation Inc.)
If the advertiser or artist does not respect any of its obligations under this contract despite a formal notice Télénation Inc., the latter may terminate the contract and immediately remove the Video advertising or artistic ad website. It is then required to repay to the advertiser or artist any advance (or any balance thereof) or any excess amount received, subject to all rights and remedies against the advertiser or artist .

5.00 GENERAL
Unless an express provision to the contrary in this Agreement, the following provisions apply.

5.01 Force majeure
Neither party can be considered in default under this contract if the performance of its obligations, in whole or in part, is delayed or prevented due to a force majeure situation. Force majeure is an outside, unforeseeable, irresistible and making impossible the performance of an obligation.

5.02 Severability
The possible illegality or invalidity of an article, a paragraph or provision (or part of an article, a paragraph or provision) can not affect in any way the legality of other articles, paragraphs or provisions of this contract, nor the rest of this article, this paragraph or provision, unless contrary intention appears in the text.

5.03 Notice
Any notice to a party is deemed to have been validly given if in writing and sent by registered or certified mail, by bailiff or by courier to such party at the address indicated at the beginning of this contract or such other address as the relevant party may give notice by a similar notice to the other party. A copy of any notice sent by electronic mail should also be sent by one of the above-mentioned modes of delivery.

5.04 Titles
The headings used in this Agreement are only for reference and convenience only. They do not affect the meaning or scope of the provisions they designate.

5.05 Annexes
The Annexes to this agreement, when duly initialed by the parties form part. Except that this agreement come into effect as from the validation by the advertiser or the artist of the completed form and without the signature of this contract is necessary.

5.06 No Waiver
The inertia, neglect or delay by any party to exercise any right or remedy under this Agreement shall in no way be interpreted as a waiver of that right or remedy.

5.07 cumulative and not alternative Rights
All rights mentioned in this Agreement are cumulative and not alternative. The waiver of a right should not be interpreted as a waiver of any other rights.

5.08 Totality and entire agreement
This Agreement constitutes the entire and the entire agreement between the parties. No statement, representation, promise or condition not contained in this contract can not and must not be allowed to contradict, modify or affect in any way the terms thereof.

5.09 Contract Modification
This contract can be amended only by another writing, duly signed by all parties.

5.10 Gender and Number
All words and terms used in this Agreement shall be construed as including the masculine and the feminine and the singular and the plural, as the context or meaning of this agreement.

5.11 No Assignment
Neither party may assign or otherwise transfer to a third party all or part of its rights in this Agreement without the prior written permission of the other party to that effect.

5.12 Computation of time
In computing any period fixed by this contract:

• the day which marks the starting point is not counted, but the terminal day is;
• non-juridical days (Saturday, Sunday and holidays) are counted;
• when the last day is not legal, the deadline is extended to the next juridical day.

5.13. Currency
All sums of money under this contract relate to Canadian currency.
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5.14 Applicable Laws
This contract is subject to the laws of the Province of Quebec, Canada.

5.15 Domicile
The parties agree to elect domicile in the judicial district of Longueuil, Province of Quebec, Canada, and select one as the appropriate district for the hearing of any claim arising out of the interpretation, application, performance, the entry into force, validity and effect of this contract.

5.16 Copies
When initialed and signed by all parties, each copy of this contract shall be deemed an original, but all these best reflect one and the same agreement. Except, this Agreement shall enter into force after validation by the advertiser or the artist of the completed form and without the signature of this contract is necessary.

5.17 Contract Scope
This agreement binds the parties and their successors, heirs and assigns respectively.

5.18 Solidarity
If one of the parties is made up of two or more people, they are jointly and severally obligated and accountable to the other party.

5.19 Flow time
If a party must fulfill an obligation under this contract within a specified time, from the passage of time will effectively be that part remains.

6.00 EFFECTIVE DATE OF THE CONTRACT
This Agreement shall enter into force after validation by the advertiser or the artist of the completed form and without the signature of this contract is necessary.

7.00 CONTRACT DURATION
The duration of this contract is the one provided in the cost per click.

8.00 RENEWAL
At its expiration, this Agreement shall be renewed if the advertiser or artistic desire, for the same duration as the period of publication indicated in the specifications, the same terms and conditions except as to price, which will be based the cost per click Télénation Inc. in force at the time of any such renewal.

9.00 TERMINATION
This contract expires in one or other of the following cases:

• the expiry of the term of publication indicated in the cost per click, if this contract has not been renewed, or expiration of any period of renewal;
• on written agreement of the parties to that effect;
• in the event of termination under this contract;
• if one of the parties fails to comply with one or other of its obligations, within ten (10) days after receipt by the defaulting party a formal notice to remedy or in any shorter period as provided in this contract, and that there is inaction of the party in default within that period;
• in case of bankruptcy, insolvency or cessation of activities of one or other of the parties.
However, the end of this agreement does not apply to vacate a right to a portion or the release of an obligation, particularly with regard to confidentiality and intellectual property.

10.00 RECOGNITION OF PARTIES

THE PARTIES AGREE THAT:
• THIS AGREEMENT WAS THE SUBJECT OF NEGOTIATIONS BETWEEN THEM PRIOR;
• TRULY REFLECTS THIS AGREEMENT AND COMPLETE THE AGREEMENT CONCLUDED BETWEEN THEM;
• EACH AND ALL THE TERMS OF THIS AGREEMENT ARE LEGIBLE;
• DO THEY UNDERSTAND THEM INSTALLED ANY DIFFICULTY;
• THE AGREEMENT ENTERED INTO FORCE FROM THE VALIDATION BY ADVERTISER OR DULY COMPLETED FORM THE ARTIST AND WITHOUT THE SIGNATURE OF THIS AGREEMENT IS NECESSARY. ACCORDING TO SECTION 2827 OF THE CIVIL CODE OF QUEBEC AND SECTION 39 OF THE ACT CONCERNING THE LEGAL FRAMEWORK FOR INFORMATION TECHNOLOGY PROVIDES THAT IT IS POSSIBLE TO CONTRACTS BY ELECTRONIC MEANS OF AGENTS. THESE TERMS ARE ENTERED FOR INDETERMINATE.