CANADIAN HEART N SOUL: Terms and Conditions



Introduction: This Agreement between you and CANADIAN HEART N SOUL consists of these Terms and Conditions. "You" or "Advertiser" means the entity identified in this enrollment form, and/or any agency acting on its behalf, which shall also be bound by the terms of this Agreement.

Uses: You agree that your ads may be placed on (i) CANADIAN HEART N SOUL web site and (ii) Any ads may be modified without your consent to comply with any policy of CANADIAN HEART N SOUL. CANADIAN HEART N SOUL reserves the right to, and in its sole discretion may, at any time review, reject, modify, or remove any ad. No liability of CANADIAN HEART N SOUL and/or its owner(s) shall result from any such decision.


Premier Shop Parties' Responsibilities: You are responsible of your own site and/or service advertised in CANADIAN HEART N SOUL web site. You are solely responsible for the advertising image creation, advertising text and for the content of your ads, including URL links. CANADIAN HEART N SOUL is not responsible for anything regarding your Web site(s) including, but not limited to, maintenance of your Web site(s), order entry, customer service, payment processing, shipping, cancellations or returns.

 
Termination, Cancellation: CANADIAN HEART N SOUL may at any time, in its sole discretion, terminate the Campaign, terminate this Agreement, or cancel any ad(s) or your use of any Target. CANADIAN HEART N SOUL will notify you via email of any such termination or cancellation, which shall be effective immediately. No refund will be made for any reason. You may cancel any ad and/or terminate this Agreement with or without cause at any time. Termination of your account shall be effective when CANADIAN HEART N SOUL receives your notice via email. No refund will be made for any reason.

 
Content: CANADIAN HEART N SOUL web site doesn't accept advertising that contains: (i) pornography, (ii) explicit adult content, (iii) morally questionable content, (iv) illegal content of any kind, (v) illegal drug promotion, (vi) racism, (vii) political content, (viii) religious content, and/or (ix) fraudulent suspicious content. If your advertising and/or target web site has any of this content and you purchased an advertising package, you'll not receive refund of any kind.


Confidentiality: Each party agrees not to disclose Confidential Information of the other party without prior written consent except as provided herein. "Confidential Information" includes (i) ads, prior to publication, (ii) submissions or modifications relating to any advertising campaign, (iii) click through rates or other statistics (except in an aggregated form that includes no identifiable information about you), and (iv) any other information designated in writing as "Confidential." It does not include information that has become publicly known through no breach by a party, or has been (i) independently developed without access to the other party's Confidential Information; (ii) rightfully received from a third party; or (iii) required to be disclosed by law or by a governmental authority.

 
No Guarantee: CANADIAN HEART N SOUL makes no guarantee regarding the levels of clicks for any ad on its site. CANADIAN HEART N SOUL may offer the same to more than one advertiser. You may not receive exclusivity unless special private contract between CANADIAN HEART N SOUL and you.


No Warranty: CANADIAN HEART N SOUL MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, AND WITHOUT LIMITATION WITH RESPECT TO ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.


Limitations of Liability: In no event shall CANADIAN HEART N SOUL be liable for any act or omission, or any event directly or indirectly resulting from any act or omission of Advertiser, Partner, or any third parties (if any). EXCEPT FOR THE PARTIES' INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) CANADIAN HEART N SOUL AGGREGATE LIABILITY TO ADVERTISER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT PAID TO CANADIAN HEART N SOUL BY ADVERTISER FOR THE AD GIVING RISE TO THE CLAIM.
 
  
Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.


Payment: You agree to pay in advance the cost of the advertising. CANADIAN HEART N SOUL will not setup any ads or shops unless the payment process is complete. CANADIAN HEART N SOUL may change its pricing at any time without prior notice. Charges shall be calculated solely based on records maintained by CANADIAN HEART N SOUL. No other measurements or statistics of any kind shall be accepted by CANADIAN HEART N SOUL or have any effect under this Agreement.


Representations and Warranties: You represent and warrant that (a) all of the information provided by you to CANADIAN HEART N SOUL to enroll in the Advertising Campaign is correct and current; (b) you hold all rights to permit CANADIAN HEART N SOUL and any Partner(s) to use, reproduce, display, transmit and distribute your ad(s); and (c) CANADIAN HEART N SOUL and any Partner(s) and any site(s) linked to, and products or services to which users are directed, will not, in any state or country where the ad is displayed (i) violate any criminal laws or third party rights giving rise to civil liability, including but not limited to trademark rights or rights relating to the performance of music; or (ii) encourage conduct that would violate any criminal or civil law. You further represent and warrant that any Web site linked to your ad(s) (i) complies with all laws and regulations in any state or country where the ad is displayed; (ii) does not breach and has not breached any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) is not false, misleading, defamatory, libelous, slanderous or threatening.


Your Obligation to Indemnify: You agree to indemnify, defend and hold CANADIAN HEART N SOUL, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants and contractors) ("Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from your use of the Advertising Program, your Web site, and/or your breach of any term of this Agreement. Customer understands and agrees that each Partner, as defined herein, has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary.


Information Rights: CANADIAN HEART N SOUL may retain and use for its OWN purposes all information you provide, URLs, the content of ads, and contact and billing information. CANADIAN HEART N SOUL may share this information about you with business partners and/or sponsors. CANADIAN HEART N SOUL will not sell your information. Your name, web site's URL and related graphics shall be used by CANADIAN HEART N SOUL in its own web site at any time as a sample to the public, even if your Advertising Campaign has been finished.


Miscellaneous: Any decision made by CANADIAN HEART N SOUL under this Agreement shall be final. CANADIAN HEART N SOUL shall have no liability for any such decision. You will be responsible for all reasonable expenses (including attorneys' fees) incurred by CANADIAN HEART N SOUL in collecting unpaid amounts under this Agreement. This Agreement shall be governed by the laws of Canada. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Canada. This constitutes the entire agreement between the parties with respect to the subject matter hereof. Advertiser may not resell, assign, or transfer any of its rights hereunder. Any such attempt may result in termination of this Agreement, without liability to CANADIAN HEART N SOUL and without any refund. The relationship(s) between CANADIAN HEART N SOUL and the "Partners" is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be construed as if both parties jointly wrote it. Canada, November 2006
 

 ALL PRICES IN CANADIAN DOLLARS