THE FOLLOWING DESCRIBES THE TERMS ON WHICH adHub OFFERS YOU ACCESS TO OUR SERVICES.
Terms of Service for Publications
THE FOLLOWING DESCRIBES THE TERMS ON WHICH adHub OFFERS YOU AND YOUR PUBLICATION ACCESS TO OUR SERVICES.
These services include providing you with the ability to:
- (1) create a publication offer for advertising inventory;
- (2) bid in an
advertiser-created auction; or
- (3) identify and deal directly with potential advertisers without an auction. The terms "you" and
"publication," mean any authorized publication representative or publishing company who seeks to sell advertising to any
participating advertiser on the AdHub web sites. The term "advertiser" means any business or person seeking to purchase
advertising space from any participating publication on the AdHub web sites.
The terms "us" or "we" means adHub.
We may amend this Agreement at any time by posting the amended terms on our site. Except as stated below, all amended terms
shall automatically be effective 14 days after they are initially posted on the AdHub site.
- Membership Eligibility
Our services are available only to individuals or business entities that can form legally binding contracts under applicable law. Any
person using adHub services must have the authority to bind the publishing company which is represented, to a contract for
advertising in that company's publication. If you do not qualify, please do not use our services. Further, our services are not
available to temporarily or indefinitely suspended adHub members.
- Duties of Publication Users
A. Publication-Created Offer.
i) Creating an offer. We provide an electronic forum providing you with the opportunity to offer buyers advertising space in your
publication. The details of the offer, including size, price and run date are posted on our website. These details can be edited after
posting, but not after the sale. Failure by a publication to honor the parameters set forth in the creation of an offer can result in
temporary or indefinite suspension from AdHub, or nonpayment.
ii) Offer Purchase. You agree to accept the buyer of your publication's offers, unless the offer is voided. An offer is voided if the
reservation deadline expires without an advertiser submitting payment to AdHub. The advertiser's identity will be revealed to you
via email from us at the completion of the offer (upon payment by the advertiser). You have a Right of Refusal described in
Section 3 between the time of offer close and actual publication of the advertisement. As soon as the advertiser's identity is
revealed, it is the obligation of the advertiser and a representative from the publication to promptly contact each other to arrange
delivery of the advertisement. It is not AdHub' responsibility to arrange delivery of the advertisement to you.
B. Advertiser-Created Auction
i) Bidding. Publications may bid on dollars offered by advertisers who have created an auction on our site. Your bid in such an
auction constitutes an offer to sell advertising space consistent with the parameters described in your bid. In the case of a bid
differing from the parameters set forth in the creation of the auction, the bid parameters take precedence in all cases, except for
the price the advertiser is willing to pay, which is defined at the creation of the auction and cannot be altered by the bid. Bids are
not retractable by a publication or publication user unless explicitly authorized by AdHub.
ii) Auction Winner. Your bid will be accepted by the advertiser at the advertiser's discretion. Due to the subjective nature of
advertising, the advertiser is under no obligation to pick the bid offering the most square inches. After an advertiser declares the
winner of the auction, you will be notified of the advertiser's identity. Publications have the opportunity of Right of Refusal
described in Section 3 between the time of bid acceptance and actual publication of the advertisement. You will be responsible
for contacting the advertiser immediately after bid acceptance or ad delivery. It is not our responsibility to arrange ad delivery.
Failure by a publication to honor the parameters described by your bid may result in temporary or indefinite suspension from
AdHub, or nonpayment.
C. Other Responsibilities and Duties
i) You agree not to bypass
AdHub with regard to any transaction with an advertiser that has been identified or provided through our web site.
ii) We encourage you to notify us if you suspect that any user is engaging in any activity that interferes with the integrity of our
web sites. For example, if you suspect the occurrence of bid manipulation, fraudulent or multiple identities, or other improper
conduct, it is in your interest and our interest for you to provide us with this information.
- Right of Refusal
You may refuse any advertisement at any time prior to the publication of the ad as specified in the offer or auction. Your right of
refusal exists as to all types of transactions, including Publication Offers and Advertiser Auctions. Your right of refusal shall be
exercised by contacting AdHub via email or by responding to any email from us to you which notifies you: (1) that an advertiser
has purchased an advertisement initiated as a publication offer by you; or (2) that you are the successful bidder in an auction
created by an advertiser. You must follow the "Right of Refusal" instructions in said email notification to exercise this right. If you
exercise your right of refusal you will be paid for the ad. If you refuse an ad the advertiser may contact your publication seeking a
refund. AdHub strongly urges all publications to offer cash refunds for advertisements that have not run. For more information
about refunds, see AdHub' Refund Policy.
If the ad was purchased through an offer created by you, AdHub will assess you for the fees associated with "highlighting" or
"featuring" the offer if you chose to use those services. (Note: "highlighting" and "featuring" are added service choices we provide
you through our websites to call special attention to the offer you created.)
- AdHub Duties
A. Duties. We merely provide the forum for the auctions and offers to take place (see section 6, "AdHub is only a venue", below).
AdHub is not a party to the final contract which arises between you and an advertiser. Our exclusive role in any transaction or
agreement arising from an advertiser- or publication-created auction or offer is to receive money from the advertiser and forward
the appropriate funds to you in consideration for the advertisement which is the subject of the transaction.
B. Exclusions. AdHub cannot and does not guarantee the truthfulness or accuracy of any information about advertisers. Such
information is a service to the publication and is reprinted from information submitted by advertisers.
- Payment to You and Fees for Services
A. Enrollment Costs. Joining AdHub and using our web sites is free to you. We will charge you only when an advertisement is sold through use of our web sites.
B. Commission/Fees. When your publication sells an ad through AdHub web sites, we will charge the advertiser immediately and
deduct an 8.5 percent (8.5%) commission. We will also assess your publication for the fees associated with featuring and
highlighting an offer if you chose to use those features and the standard credit card fees.
C. Payment to You. We will pay you for running an advertisement as soon as the advertiser's payment clears, in most cases within
30 days of payment. We will send payment to you minus the 8.5 percent commission, sales tax (if applicable) and any other
associated fees listed in Section 5B.
D. Sales Tax. We are required to collect Ontario Sales Tax on the portion of any non-media advertising that will be published in
Ontario. Although we are not required to collect tax with respect to advertising that may be taxable in any other province, you
may still have an obligation to pay tax to that province with respect to the sale or purchase of advertising (whether through us or
otherwise) and you may wish to consult your own tax advisor.
- AdHub is only a venue
A. Overview. Our site acts as the venue for publications and advertisers to list items (or, as appropriate, solicit offers to buy) and
publications and advertisers to bid on items. Advertisers may also purchase print advertising directly from publications through
AdHub. We are not involved in the actual transaction between publications and advertisers. As a result, we have no control over
the quality, safety or legality of the items advertised, or the truth, the accuracy of the listings and the ability of advertisers or
publications to sell items. We cannot ensure that an advertiser or publication will actually complete a transaction.
B. Safe Transactions. Because user authentication on the Internet is difficult, AdHub cannot and does not confirm each advertiser's purported identity.
C. Release. Because we are not involved in the actual transaction between publications and advertisers, in the event you have a
dispute with one or more advertisers, you release AdHub (and our officers, directors, agents, subsidiaries and employees) from
claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
D. Information Control. We do not control the information provided by other users, which is made available through our system.
You may find other users' information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense
when using our site. Please understand that there may exist the risk of dealing with foreign nationals, underage persons or people
acting under false pretense.
E. Dispute Resolution. AdHub does not act as a mediator between publications and advertisers over disagreements about
advertisements. If you are aggrieved by any aspect of the relationship with the advertiser, it is your responsibility to contact the
advertiser in an attempt to resolve the dispute.
- Your Information
A. "Your Information" is defined as any information you provide to us or other users in the registration, bidding or listing process,
the media kit, in any public message area or through any email feature. You are solely responsible for "Your Information," and we
act as a passive conduit for your online distribution and publication of "Your Information." With respect to "Your Information":
B. Your Company and Publication Information: (a) shall not be false, inaccurate or misleading; (b) shall not contain fraudulent
information; and (c) shall not violate any law, statute, ordinance or regulation (including without limitation those governing
export control, consumer protection, unfair competition, antidiscrimination or false advertising).
C. Solely to enable AdHub to use the information you supply us with, so that we are not violating any rights you might have in
that information, you agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through
multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media
now known or not currently known, with respect to Your Information.
- Breach, Suspension or Termination
Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate
your membership and refuse to provide our services to you for any reason we deem appropriate in our sole discretion. Such
reasons include, but are not limited to: (a) your breach of this Agreement or the documents it incorporates by reference; (b) our
inability to verify or authenticate any information you provide to us; (c) your provision of fraudulent information to us or our users;
(d) if you have interfered with the integrity of the functioning of our site, including but not limited to price manipulation; or (e) our
belief that your actions may cause legal liability for you, our users or us. If we choose to ignore any violation of this agreement or
other activities which could give rise to suspension or termination, such action or inaction on our part will not constitute a waiver
of any of our rights including suspension, termination or otherwise.
You acknowledge and agree that AdHub is the exclusive owner of, or otherwise has the right to use, all logos, trademarks and
- No Warranty
ADHUB AND ITS SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES "AS IS"AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESSED, IMPLIED OR STATUTORY. WE AND OUR SUPPLIERS SPECIFICALLY
DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
- Liability Limit
IN NO EVENT SHALL ADHUB OR ITS SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING,
NEGLIGENCE). OUR LIABILITY, AND THE LIABILITY OF OUR SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS
LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO
LIABILITY, AND (B) $100.
You agree to indemnify and hold us and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any
claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this
Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
- Legal Compliance
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service and your bidding
on, listing, purchase, solicitation of offers to purchase, and sale of items.
- No Agency
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this
Except as explicitly stated otherwise, any notices to us shall be given by
postal mail to AdHub, ADD OFFICE ADDRESS Any notices to you shall be
given by email to the email address you provide to AdHub during the registration process (in your case). Alternatively, we may
give you notice by certified mail, postage prepaid and return receipt requested, to the address provided by you to AdHub during
the registration process. Notices via email shall be deemed given 24 hours after email is sent, unless the sending party is notified
that the email address is invalid. Notices via US mail shall be deemed given 3 days after the date of mailing.
- Choice of Law and Venue
This agreement is governed by the laws of the Province of Ontario, Canada You hereby consent to the exclusive jurisdiction and
venue of the courts in Toronto, Ontario, Canada in all disputes arising out of or relating to the use of the AdHub web sites. Use of
the AdHub web sites is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions
including, without limitation, this paragraph. Our performance of this agreement is subject to existing laws and legal process, and
nothing contained in this agreement is in derogation of our right to comply with governmental, court and law enforcement
requests or requirements relating to your use of the AdHub web sites or information provided to or gathered by us with respect to
such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not
limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be
deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the
remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire
agreement between you and us with respect to the AdHub web sites and it supersedes all prior or contemporaneous
communications and proposals, whether electronic, oral or written, between you and us with respect to the AdHub web sites. A
printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative
proceedings based upon or relating to this agreement to the same and subject to the same conditions as other business
documents and records originally generated and maintained in printed form.