TERAPEAK ADVERTISE
ADDITIONAL TERMS AND CONDITIONS

 
PLEASE READ THESE TERAPEAK ADVERTISE ADDITIONAL TERMS AND CONDITIONS (THE “ADDITIONAL TERMS”) CAREFULLY BEFORE REGISTERING TO USE TERAPEAK’S TERAPEAK ADVERTISE PRODUCTS AND SERVICES (“TERAPEAK ADVERTISE”)
 
THESE ADDITIONAL TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU (“YOU”) AND TERAPEAK (CANADA) INC. (“TERAPEAK”) AND GOVERN YOUR USE OF TERAPEAK ADVERTISE. (YOU AND TERAPEAK COLLECTIVELY THE “PARTIES”)
 
BY IN ANY WAY ASSENTING ELECTRONICALLY OR USING ANY ASPECT OF TERAPEAK ADVERTISE, YOU AGREE TO COMPLY WITH ALL THE TERMS AND CONDITIONS CONTAINED IN THESE ADDITIONAL TERMS, THE TERAPEAK SOFTWARE AS A SERVICE (“SAAS”) SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”), THE TERAPEAK TERMS AND CONDITIONS OF WEBSITE USE (THE "T’S&C’S"), ANY MATERIALS AVAILABLE ON THE WEBSITE LOCATED AT TERAPEAK.COM AND ITS SUBDOMAINS AND THE TERAPEAK PRIVACY POLICY (THE “PRIVACY POLICY”), WHICH ARE HEREBY INCORPORATED BY REFERENCE INTO THESE ADDITIONAL TERMS. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE TERMS AND CONDITIONS OF THESE ADDITIONAL TERMS AND THE SUBSCRIPTION AGREEMENT OR T’S AND C’S, THESE ADDITIONAL TERMS WILL PREVAIL TO THE EXTENT OF SUCH CONFLICT OR INCONSISTENCY.
 
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THESE ADDITIONAL TERMS OR DO NOT HAVE AUTHORITY TO ENTER INTO THESE ADDITIONAL TERMS, YOU ARE NOT AUTHORIZED TO USE OR ACCESS ANY PART OF TERAPEAK ADVERTISE.
 

1.         DEFINITIONS.

 
Unless otherwise required by the context or as otherwise stipulated in these Additional Terms, the following expressions will have the following meanings:
 
                  “Account” means your Terapeak Account, including Your Maximum Bid % and Your Maximum Daily Budget as set and updated by You from time to time.  
 
            “Actual Bid %” means the percentage of Your sales of Your Promoted Products and Services that You actually agree to pay in Fees, as determined by the Bidding Process. An Actual Bid % may not be less than the Minimum Bid % or greater than Your Maximum Bid %.
 
“Ad(s)” means any advertisement regarding Your Promoted Products and Services that Terapeak produces on Your behalf using Your Data, including but not limited to text links, banners, buttons, videos, interstitials, pop ups and graphics.
 
                  “Bidding Process” means the process through which You and other Terapeak Advertise users make competing Bids for Ads based on Your Account settings.
 
                  “Bids” means offers to place Ads on Publisher Sites.
 
            “Competing Bidder” means another Terapeak Advertise user who Bids on the same Ad that You have Bid on.
 
“Inventory” means locations on Publisher Sites available for the placement of Ads.
 
                  “Minimum Bid %” means 1% of Your sales of Your Promoted Products and Services;
 
“Maximum Bid %” means the maximum percentage of Your sales of Your Promoted Products and Services You will agree to pay in Fees, which You determine and which You may update on a daily basis;
 
“Maximum $ Budget” means the maximum daily dollar amount You agree to pay in Fees, which You may update on a daily basis;
 
“Product(s) and Service(s)” means a Product or Service offered by a Party. For clarity, Terapeak Advertise is a Terapeak Product and Service.
 
“Promoted Products and Services” means Products and Services which are promoted by Ads.
 
“Publisher(s)” means website owners, app developers and other parties from which Terapeak acquires Inventory. Terapeak also acts as a Publisher in respect of Ads served on the Terapeak Sites.
 
“Publisher Site(s)” means any online asset, whether mobile or not, including, without limitation, websites, applications or platforms.
 
                  “Your Data” means any data related to Your Products and Services which is stored by You on Terapeak’s host computer system using the Terapeak Advertise Program or any other Terapeak Products and Services.
 

2.1       ADDITIONAL TERMS

 
2.1            Subject to the terms and conditions of these Additional Terms, Terapeak agrees to provide you Terapeak Advertise in exchange for the fees (the “Fees”) agreed to by You and Terapeak.
 
2.2           You will establish and maintain the Maximum Bid %s and Maximum $ Budgets in Your Account as required to submit Your Bids.
 
2.3           Once you have established Your Maximum Bid % and Maximum $ Budgets, Your Bids for Ads will be automatically submitted by Terapeak through the Bidding Process based in Your Account settings. When Your Bids are successful, Terapeak will create Ads using Your Data and strategically serve these Ads using its proprietary item correlation technology on: (a) Publisher Sites using Inventory acquired by Terapeak from Publishers; and/or (b) one or more of the Terapeak Sites.
 
2.4           You represent and warrant that you own all right, title and interest to Your Data and that none of Your Data contains: (a) pornography; (b) illegal content of any kind; (c) fraudulent or suspicious content; (d) any offensive material; or (e) any content which violates the intellectual property rights of any third party. You hereby grant Terapeak the royalty free, worldwide, perpetual, non-exclusive license to use, reproduce, edit, copy, modify, adapt, publish, distribute, stream, publicly perform or display Your Data to create and serve Ads to Publisher Sites and calculate Fees subject to these Additional Terms as part of the Terapeak Advertise Products and Services. You hereby grant the Publishers the royalty free, worldwide, perpetual, non-exclusive license to copy, distribute and display Your Ads on the Publisher Sites for the purpose of Terapeak Advertise.
 
2.5           Terapeak guarantees neither the placement nor the performance of any Ads on any Publisher Site. Terapeak may at any time cease to serve any Ad or cease use of Inventory from any Publisher Site. Although Terapeak may monitor Publisher Sites, Terapeak does not confirm, and disclaims any responsibility to confirm, the lawfulness, accuracy, truthfulness or any other aspect of the Publisher Sites
 
2.6           You agree to pay the Fees, calculated daily and invoiced monthly by Terapeak, equal to Your sales of Your Promoted Products and Services multiplied by Your Actual Bid% in respect of such sales, subject to Your applicable Max $ Budget. Terapeak will issue monthly invoices for Fees and applicable taxes and charge Your Account accordingly.  In determining Fees, Terapeak will be solely responsible for determining the sales of Your Promoted Products and Services during the relevant period as well as applicable Max Bid%s and Max $ Budgets to be applied.
 
2.7           These Additional Terms will remain in effect until terminated by either Party (the “Term”). You may terminate your subscription to Terapeak Advertise upon 30 days’ notice to Terapeak, provided that you will still be liable for Fees payable pursuant to these Additional Terms in respect of Ads served by Terapeak to Publisher Sites prior to the effective date of termination. Terapeak may at any time in its sole discretion, suspend, modify or terminate all or part of the Terapeak Advertise Products and Services, terminate these Additional Terms or suspend or terminate Your Participation in all or part of the Terapeak Advertise Products or Services, in each case without notice or liability arising from such modification, suspension or termination, provided that You shall only be liable for Fees payable pursuant to these Additional Terms in respect of Ads served by Terapeak to Publisher Sites prior to the effective date of termination.
 
2.8           Terapeak reserves the right to update and change, from time to time, these Additional Terms and all documents incorporated herein by reference. Terapeak may change these Additional Terms by posting a new version without notice to you. Your use of Terapeak Advertise after any such change constitutes acceptance of such change.