Standard Advertising Terms And Conditions

By submitting advertising for publication within the Magnifi.ca Products and Services, each advertiser and advertising agency (herein thereafter referred to as the "Subscriber") agrees to abide by the following standard advertising terms and conditions:

1. General
A signed Subscriber Agreement must be submitted to Magnifi.ca in advance of initial publication date. By submitting advertising for inclusion in the Magnifi.ca Products and Services, the Subscriber agrees to be bound by the terms and conditions set forth herein and any additional terms and conditions set forth in the Subscriber Agreement. No conditions other than those set forth herein shall be binding upon Magnifi.ca unless specifically agreed to in writing by Magnifi.ca. Magnifi.ca will not be bound by conditions printed or appearing on order blanks or copy instructions submitted by or on behalf of the Subscriber. This contract supersedes all terms and conditions on Magnifi.ca's rate cards, and any previous agreements between Magnifi.ca and the Subscriber.

By submitting a Subscriber agreement to Magnifi.ca, the Subscriber thereby requests Magnifi.ca provides, and Magnifi.ca thereby agrees to provide, the Products and Services described in the Subscriber Agreement.

2. Activation Date
The Subscriber's Advertising Content shall be added to the Products and Services as soon as is practical upon the receipt of the Subscriber's artwork and advertisement copy. The term of the Subscriber's Agreement commences on the date of first publications (hereinafter referred to as the "Activation Date").

All advertisements are subject to the approval of Magnifi.ca who shall have complete discretion as the sole judge as to what advertising shall be included in the Products and Services. Magnifi.ca reserves the right to reject, at any time, and further reserves the right to remove, alter or abbreviate and Advertising Content submitted for inclusion into the Products and Services.

It is the policy of Magnifi.ca that materials of an explicitly sexual and/or violent nature are NOT ACCEPTABLE for inclusion into the Products and Services. If Magnifi.ca discovers or is made aware of a Subscriber having links to such material, the offending Subscriber's Advertising Content will be subject to immediate removal from the Products and Services without notice. Any payments made to Magnifi.ca by the offending Subscriber shall be non-refundable.

3. Agreement Period
Except as otherwise provided herein, the minimum agreement period for Advertising Content in the Products and Services is twelve (12) months commencing on the Activation Date, or any renewal date thereof. Subject to the conditions set forth herein, the Subscriber Agreement is automatically renewed for and a successive twelve (12) month period at the then applicable prevailing rates unless Magnifi.ca or the Subscriber provides written notice to cancel and/or change the services to the other party at least sixty (60) days prior to the expiration of the original term of the Subscriber agreement or any renewal period thereof.

Banner and logo advertisements submitted for inclusion in the Products and Services are subject to an Agreement period as set forth in the Subscriber Agreement which automatically renews at the end of the period for a successive period of the same length. Other than the agreement period, such Advertising Content is subject to the remaining terms and conditions set forth herein.

4. Changes and Cancellations
Changes to artwork must be received by Magnifi.ca at least ten (10) business days in advance of requested change date. Magnifi.ca's advertisement, lug, and banner ad specifications are accessible through the Marketing Services page on the Magnifi.ca™ main web site. Magnifi.ca reserves the right to change any of its ad banner specifications at any time. Any change orders must be made in writing and acknowledged by Magnifi.ca. Change orders cannot be submitted any more frequently than once every three (3) months.

This contract may be cancelled or changed by Magnifi.ca or the Subscriber on at least sixty (60) days written notice to the other party. Magnifi.ca may immediately terminate this contract if any change occurs in any applicable laws or regulations that would, in Magnifi.ca's reasonable opinion, render Magnifi.ca's performance hereunder illegal or otherwise subject to legal challenge. Magnifi.ca may immediately terminate this contract if the Subscriber violates Magnifi.ca policy on sexually explicit or violent Advertising Content.

5. Payment
The Subscriber hereby agrees to pay Magnifi.ca a minimum deposit equal to the combined monthly charges for the first three (3) months of service. There will be no additional payments required until the beginning of the forth month. all monthly, quarterly, semi-annual or annual payments are to be made in advance of the applicable period. All payments shall be made by way of pre-authorized payments or by other means acceptable to Magnifi.ca, and to this end, the Subscriber agrees to execute all necessary documents. Any unpaid amount shall bear interest at an annual rate of 18% (1.5% per month) until full payment of both principal and accrued interest has been received by Magnifi.ca. In the event that the Subscriber repeatedly fails to make a scheduled payment and/or fails to pay a monthly charge that is past due, the Subscriber's Advertising Content may be removed from the Products and Services immediately without prejudice to the Subscriber's obligation to pay any amounts owed including the full amount of the fees for the remainder of the entire agreement period and any renewal period thereof. Charges are applicable for the reinstatement of the Advertising Content in the Products and Services. The Subscriber hereby agrees to reimburse Magnifi.ca for legal costs on a solicitor-and-own-client basis and other costs of collection incurred by Magnifi.ca in enforcing its rights hereunder. Magnifi.ca shall have the right to hold the Subscriber, its agency or agent jointly and severally liable for all amounts due.

6. Credit Cards
In the event that the Subscriber remits any amounts due hereunder with a credit card and the issuer of the credit card fails to pay the amounts authorized by the Subscriber, the Subscriber shall immediately remit full payment to Magnifi.ca plus any interest due on the outstanding amounts. In addition, if the Subscriber pays any amounts due hereunder with a credit card and the issuer of the credit card seeks to recover from Magnifi.ca any amounts received by Magnifi.ca from the issuer, the Subscriber shall immediately remit to Magnifi.ca all amounts necessary to comply with the issuer's request and any costs and expenses incurred by Magnifi.ca.

7. Exclusive Key Word/Phrase and Geographical Ranking
Should Magnifi.ca wish to, at any time, enter into a Subscriber Agreement for the exclusive right to a key word/phrase or preferred placement in a geographical region, the Agreement period, renewal options and fees will be determined at the time such Subscriber Agreement is signed. In the case of banner and lug advertisements, the Subscriber agrees to pay, on a per advertisement view (hereinafter referred to as "Impression") basis. The number of Impressions, renewal options and fees per Impressions will be determined at the time such Subscriber Agreement is entered into.

6. Key Words and Phrases
Each Subscriber may be given a "first right" to its exact company name and trademarks for keyword/phrase advertising. If two or more advertisers have the same name or trademark, the allocation will be on a first-come basis and the existing contract will take precedence.

8. Rejections
Magnifi.ca reserves the right, without liability, to reject, omit or exclude any Subscriber's Advertising Content or to reject or terminate any links for any reason at any time, with or without notice to the Subscriber, and whether or not such Advertising Content or link was previously acknowledged, accepted, or published.

9. Trademarks, Licenses and Indemnification
The Subscriber warrants and represents that it is the owner or is licensed to use the entire Advertising Content and subject matter contained in its Advertising Content and collateral information, including, without limitation, (a) the names and/or pictures of persons; (b) pictures, images and/or illustrations; (c) any copyrighted material, trademarks, service marks, logos, and/or depictions of trademarked or service marked goods or services; and (d) any testimonials or endorsements contained in any Advertising Content submitted to Magnifi.ca. The Subscriber further warrants the truth of all factual assertions and implications there from in the Advertising Content submitted for inclusion in the Products and Services and that the Subscriber is authorized and/or entitled to advertise the business, profession, service and/or product appearing or described in the Advertising Content. In consideration of Magnifi.ca's acceptance of such Advertising Content and information for publication, the Subscriber, its agency and agents will jointly and severally indemnify and hold Magnifi.ca harmless against all controversies, claims, demands, suits, damages, causes of actions, loss, liability, and expense of any nature (including attorney's fees) arising out of Magnifi.ca's performance under this contract or the copying, printing, distributing, or publishing of the Subscriber's Advertising Content. If the Subscriber possesses any preexisting copyright interests in the Advertising Content, Subscriber grants Magnifi.ca the right to use, reproduce, and distribute the Advertising Content in the Products and Services and, additionally, in any marketing and promotional materials Magnifi.ca may deem necessary in the promotion of the Products and Services.

The Subscriber hereby agrees that, in respect to Magnifi.ca, any and all liability of every nature or kind, including without limitation that arising from breach of contract or negligence resulting from any cause, including without limitation the omission of any Advertising Content, the wrong location or quality thereof, or any error or omission therein, or continuation of the Advertising Content contrary to the Subscriber's request, is hereby limited to and shall not in any event be greater that the total amount paid by the Subscriber in respect of such advertisement for the period involved. Subject to such limitations herein mentioned, the amount of the liability for any such matter when ascertained or agreed upon can be set off against the charges payable by the Subscriber in respect of the advertisement, if necessary. In not event shall Magnifi.ca be responsible for any indirect or consequential damages including, but not limited to, damages resulting from loss of use, lost profits, lost business revenue or third party damages.

10. Limitation of Liability
Magnifi.ca shall not be liable for any errors in content or omissions. Should an error appear in a Subscriber's Advertising Content, Magnifi.ca's liability will be limited to the cost of the advertisement prorated proportionate to the extent to which such error or omission affects the entire Advertising Content. Magnifi.ca will not be liable for any delays in delivery and/or non-delivery in the event of an act of God, action by any government entity, transportation, strike, network difficulties, electronic malfunction, etc. or any feasibility, reliability, or effectiveness related to the Magnifi.ca web sites. Magnifi.ca does not represent or warrant that the Magnifi.ca Products and Services will meet the objectives or needs of Subscriber or any third party. In no event will Magnifi.ca be liable for any failure, disruption, downtime, interruption, miscalculation, delay, inaccuracy, or any other nonperformance related to the Magnifi.ca web sites. UNDER NO CIRCUMSTANCES WILL Magnifi.ca BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOST INCOME OR PROFITS, IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF Magnifi.ca HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES.

11. Choice of Law and Forum
This contract shall be interpreted and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein. Each party hereby agrees that any action related to this Subscriber Agreement must be brought forth in a Provincial or Federal court in the Province of Ontario, Canada, and waives any objection that may exist, now or in the future, with respect to any of the foregoing.

12. Merger
The terms and conditions set forth herein constitute the entire agreement between the parties with respect to the subject matter contained herein and supersedes any other agreement, proposals and communications, written or oral, between Magnifi.ca's representations and the Subscriber with respect to the subject matter hereof; except that any other terms and conditions located on any individual Magnifi.ca web site are incorporated herein by reference to the extent they do not conflict with these terms and conditions. To the extent that any other terms and conditions or terms of service conflict with these Terms and Conditions, those other provisions shall control with respect to the use of the particular web site and any products or services available on or through the web site at which those other provisions may be found.

13. Miscellaneous
No public statements concerning the existence or terms of this contract will be made or released to any medium except with the prior approval of both parties or as required by law. This contract cannot be sold, assigned or transferred by advertiser/agency to any party. If any portion of the contract is found unenforceable for any reason, the remainder will remain in full force and effect. No waiver by Magnifi.ca shall operate as a waiver of any other provision or any subsequent default. This document represents the entire agreement of the parties; Magnifi.ca will not be bound by the representations of any agents, brokers, or other third parties. Any modifications must be in writing and signed by an authorized representative of Magnifi.ca.

14. Assignment
The Subscriber may not assign this agreement without the express written consent of Magnifi.ca.

15. Language
The parties expressly declare that they require this Subscriber Agreement and any related documents be drawn up in the English language only. Les parties déclarent qu'elles ont exigé que cette convention et tous les documents s'y rattachent soient ré en lague anglaise seulement.

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