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TERMS AND CONDITIONS

It is important you read, understand, and agree to this entire document, as it creates a binding contract between you and Citi Channel. These terms and conditions define and limit your rights and responsibilities in using Citi Channel Ads. We may revise these terms and conditions (the "Agreement") at any time by posting them to the site. You will be bound by such revisions and should therefore visit this page from time to time to review the current terms and conditions.

CITI CHANNEL ADVERTISING AGREEMENT

Advertising Entity:

You may only advertise for yourself or your current employer or, if you are an advertising agency, for your client. You warrant and represent that you have the power and authority to enter into this Agreement and perform the obligations hereunder and that you are personally responsible for any charges incurred through your account. You may not resell or transfer access to Citi Channel Ads to any other party. Your account is for your express use only and not transferable or assignable to anyone else inside or outside your organization.

Content and Advertising Guidelines:

Use of Ads is subject to our Advertising Guidelines. Because we may revise the Advertising Guidelines at any time by posting them to the site, and you will be bound by such revisions, you should visit the page for the Citi Channel Advertising Guidelines from time to time to review the current version.

You agree not to use Citi Channel Ads service for any unlawful purpose, including, without limitation, advertising any product or service that would violate any federal, state, local or foreign laws, regulations, administrative or judicial order.

Citi Channel has the editorial discretion to reject or cease serving any advertisement for any reason at any time, regardless of whether or not such advertisement was previously accepted or served.

You represent and warrant that you have the right to permit Citi Channel to serve the advertisement, including, without limitation, any copyrighted material, trademarks, service marks, logos or slogans; and the use, transmission or display by Citi Channel of the advertisement as authorized herein will not violate the rights of any third parties.

Targeting:

User profile data will never be provided to you through your use of Citi Channel Ads, and you agree that you will not attempt to acquire any such profile data through any means. User viewing your advertisement will remain anonymous to you.

Payment:

You agree to pay for all fees you incur in connection with each advertisement including any advertisements placed by you on behalf of your employer and regardless of the payment instrument used, and you hereby grant Citi Channel the right to regularly charge the credit card you have provided in your account information as means of satisfying the fees you owe.

Your fees will be owed in USD. Our measurements are the definitive measurements under these terms and conditions for calculating your fees, whether you have elected to pay by impressions (i.e., the number of times the advertisement is displayed to a member) or clicks (i.e., the number of times the advertisement is clicked on by a member), or a flat monthly, quarterly or annual fee. You also are responsible for paying all taxes and government charges that we must levy on your fees for advertising.

Citi Channel reserves the right to change which credit cards or invoiced customers it accepts at its sole discretion and (a) you may be required to modify your account to provide a then-acceptable credit card in order to maintain your Ads accounts and (b) your only recourse if you are not satisfied with the then-accepted payment options is to cancel your advertisements, provided that you will nevertheless be responsible for all fees incurred for when your ad ran prior to cancellation.

Amounts you pay pursuant to the Ads service are non-refundable.

Cancellation:

You may cancel your advertisement at any time after its submission by accessing the online Ads service and following the cancellation instructions provided. We will endeavor to cease serving your advertisement promptly following your cancellation or if on a flat fee structure, at the end of the term.

Removal of Advertisements by Citi Channel:

Citi Channel reserves the right to remove any advertisement at any time, with cause due to a violation of this Agreement, or any other agreement between you and Citi Channel. As a consequence of your violation Citi Channel may, at its sole discretion, prohibit you from any further participation in our Ads service and any other service or program offered by Citi Channel, or suspend or remove your Citi Channel account. Citi Channel may undertake technical measures in furtherance of such prohibition.

Citi Channel shall also have the right to remove any advertisement at any time without cause as Citi Channel determines in its sole discretion. Citi Channel is not required to provide you with any explanation for its removal of any advertising and you agree that all of Citi Channel decisions relating to the placement and removal of advertising shall be final and binding.

In addition, your advertisements may be removed if Citi Channel, at its discretion, ceases offering the Ads program.

In the event of any removal of your advertising under this section, you will be responsible for paying for all ads that ran prior to time of removal or cessation.

No Guarantees:

Citi Channel does not guarantee the results or distribution of any advertisement in any manner. Citi Channel does not guarantee you any number of impressions (i.e., times your advertisement is viewed by a member) or clicks (i.e., times your advertisement is clicked on by a member) through Citi Channel Ads. Citi Channel provides no guarantee or warranty regarding the placement, delivery, timing, or performance of advertisements purchased through Citi Channel Ads.

Non-Exclusive:

This contract is not exclusive as to your business, products or services. Citi Channel retains the complete and unqualified right to solicit the business of and advertisements from persons and entities that may be in competition with your business, products or services, as well as to serve its own advertisements that may be in competition with your business, products or services.

Ownership:

All materials and information on or available through the Citi Channel Ads service, including, without limitation, content, are protected by copyrights, trademarks and other intellectual property rights owned and controlled by us or by other parties that have licensed or otherwise provided their material to Citi Channel (collectively, " Citi Channel Intellectual Property Rights"). You agree that any feedback you provide to us (including suggestions, comments, improvements, ideas, etc.), about the Ads service and its content shall be part of Citi Channel Intellectual Property Rights and you hereby assign to us all your rights in such feedback.

You may not add, delete, distort, or otherwise modify the Citi Channel Intellectual Property Rights, except with the express consent of Citi Channel. Any unauthorized attempt to modify any Citi Channel Intellectual Property Rights, to defeat or circumvent our security features, or to utilize the Citi Channel Ads service or any part of the Citi Channel Intellectual Property Rights for any purpose other than its intended purposes, is strictly prohibited. You agree that you do not have nor will you make any claim of interest in or ownership of any such Citi Channel Intellectual Property Rights. You are granting Citi Channel a non-exclusive, fully paid up and royalty-free right to use, reproduce, and distribute any content you create, including the content of your advertisement for use in connection with the Citi Channel Ads service. You are also, by creating an advertisement, granting Citi Channel a non-exclusive, fully paid up and royalty-free right to use, reproduce, and communicate the name and trademarks of your organization as an advertiser on CitiChannel.com, unless requested otherwise in writing to Citi Channel's customer service department. Citi Channel shall also have the non-exclusive, fully-paid up and royalty free, perpetual right to use any advertisements placed through the Citi Channel Ads service, and the name, trademarks and logos of any person or company on whose behalf a placement has been made, in connection with Citi Channel's promotion of the service.

Limitation of Liability:

Neither Citi Channel Inc. nor any of its subsidiaries, affiliated companies, employees, shareholders, directors, Citi Channel host partner sites, or "shared label" partners ("Citi Channel Affiliates") shall be liable for (1) any damages in excess of the most recent monthly fees that you paid for your Ads account, if any, or $50, whichever amount is lower, or (2) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Ads service or any content displayed through the Ads service even if Citi Channel is aware or has been advised of the possibility of such damages. The limitation of liability set forth in the preceding sentence shall:

  • apply regardless of whether you base your claim on contract, tort, statute or any other legal theory, we knew or should have known about the possibility of such damages, or the limited remedies provided herein fail of their essential purpose, and
  • not apply to any damage that Citi Channel Affiliates cause you intentionally and knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be derogated from in this Agreement.

You agree that under no circumstance Citi Channel Host partners or "Shared Label" partners shall be liable for any damages, including special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of Citi Channel Ads service.

Indemnification:

Notwithstanding any review or approval of any advertisement by Citi Channel, you agree to indemnify Citi Channel, Citi Channel Affiliates, Citi Channel Host partners, and "shared label" partners, and hold Citi Channel, Citi Channel Affiliates, Citi Channel Host partners, and "shared label" partners harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys' fees) related to third party claims, charges or investigations, caused by a) your failure to comply with this Agreement, including, without limitation, your submission of advertisements that violates third party rights or applicable laws, b) any advertisement you submit to Citi Channel or c) any activity in which you engage on or through the Citi Channel.

Disclaimer of Warranties

WE PROVIDE THE CITI CHANNEL ADS SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. IF YOU ARE DISSATISFIED OR HARMED BY CITI CHANNEL ADS OR ANYTHING RELATED THERETO YOU MAY CANCEL YOUR ADVERTISEMENT IN ACCORDANCE WITH THIS AGREEMENT AND SUCH CANCELLATION SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY.

WE NEITHER WARRANT NOR REPRESENT THAT YOUR USE OF THE CITI CHANNEL ADS SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED AS PART OF THE CITI CHANNEL ADS SERVICE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO US SUCH MATERIAL, SERVICE, OR TECHNOLOGY.

CITI CHANNEL DOES NOT HAVE ANY OBLIGATION TO VERIFY THE VERACITY OR APPROPRIATENESS OF THE USERS OF CITI CHANNEL ADS OR THE ADVERTISEMENTS PLACED VIA THE CITI CHANNEL ADS SERVICE.

CITI CHANNEL DOES NOT GUARANTEE THAT THE CITI CHANNEL ADS SERVICE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE SERVICE'S OPERATION MAY BE MOMENTARILY INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR TECHNICAL IMPROVEMENTS. CITI CHANNEL DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, CITI CHANNEL DISCLAIMS ALL LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE CITI CHANNEL SITE OR ADS SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES LINKED TO THE INTERNET SERVICE PROVIDER, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON UNRELATED TO CITI CHANNEL. UNDER NO CIRCUMSTANCES WILL CITI CHANNEL BE LIABLE FOR ANY DAMAGES TO YOU, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE CITI CHANNEL ADS SERVICE.

Non-Waiver; Severability:

If any provision is found to be illegal, invalid, or unenforceable, such provision shall be modified to the minimum extent necessary to make such provision valid and enforceable, and the remainder of this Agreement shall remain in full force and effect. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of this or any other right under this Agreement. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of Citi Channel. The remedies of Citi Channel under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. You hereby waive the right to seek specific performance or injunctive relief hereunder.

Force Majeure:

Notwithstanding anything to the contrary herein, Citi Channel shall not be liable to you if it is not able to post the advertisement or Citi Channel is rendered unable to timely perform any of its obligations hereunder for any reason, including, without limitation, strikes, boycotts, war, terrorism, Acts of God, labor troubles, riots, and restraints of public authority.

Interpretation:

You agree that Citi Channel has sole discretion in determining the interpretation of the meaning of this Agreement, and those documents it incorporates by reference, including determining your compliance with such.

Jurisdiction:

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, Canada, including all matters of construction, validity, performance and enforcement. The parties agree that Calgary, in the Province of Alberta, Canada shall be the sole forum for any action brought against the other party. The parties waive trial by jury in any action, proceeding or counterclaim brought in respect of any matter whatsoever arising out of or in any way connected with this Agreement or your use of the Ads service.

Miscellaneous:

No agency, partnership, joint venture, or employment relationship is created between you and Citi Channel by this Agreement or any advertisement transaction, and neither party shall have the authority to bind the other in any way. This constitutes the entire agreement by and between you and Citi Channel with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations or negotiations, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. The section headings in this Agreement are for convenience only and have no legal or contractual effect.