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As used in this agreement the following terms and their variant forms mean the following:
“Publisher” means “MAINSTREAM MEDIA UNPLUGGED LTD.” or “MSMU” or “MSMU services” an Ontario corporation, and its subsidiaries engaged in the business of providing interactive entertainment technologies and distributing motion picture, theatrical motion picture, television-titles and/or episodic content, digital and still advertising for exhibition
“subsidiary” of Publisher refers to an entity in which Publisher has at least a 50% interest.
“advertiser” means a person, corporation, incorporated company, distributor, copyright holder, or producer, owning the right or being licensed to distribute the creative and direct the account thereof.
“account” means the record or statement of financial expenditure or receipts relating to a particular period or purpose : The purpose being the delivery of “MSMU services” and contains a ledger of all deposits, expense, re-imbursements or customer activity in relation to the services.
“campaigns” means organized delivery of advertising intended to achieve a particular objective confined to the period commencing with the date of this Agreement and ending immediately following delivery of the Ads and includes the pre-selected end date.
“creative” means embodiment of an artistic work and includes “Ad (s)”
“campaign upload” means a method and technology for the delivery of a creative to a designated place.
“impressions” means the measure of the number of times an ad is displayed, whether it is clicked on or not.
“block” means the time allocated to advertising spots.
“commercial spot”: A paid commercial advertisement on MSMU, which conveys a message, typically to market a product or service. The advertising spots range in length from 15, 30 and 60-second and is streamed to a set number of IP addresses within a particular city or region according to the advertiser’s request. A number of “spots” fill up advertising blocks that run throughout the hour. These spots are charged regardless of traffic in that particular region.
“local (s)” means the geographic area of a city its surrounding areas and also includes the area serviced by the internet service provider in relation to that city
“cpm” means cost per thousand (Mille or the Roman numeral "M" representing 1,000). The most common method for pricing web ads and refers to the price of 1,000 advertisement impressions on the webpage or the cost the advertiser must pay for every 1,000 impressions of its ad.
“time of day rate Schedule” or “time/rate” means the range of pricing for ads scheduled throughout the day. The time-of-day varies according to each city’s time zone with ads served in Primetimes garner a higher rate than off-peak times.
“NON-DISRUPTIVE INTERACTIVE INTERFACE DURING STREAMING” (“NON-DISRUPTIVE IIDS”) or “IIDS” includes a method and technology for a service of In-Progress Motion Picture Streaming which includes: Social Media Communication Over Motion Picture (“SMCOMP”), Smart Interactive Advertising (“SIA”) achieved by the Image, Input Over Motion Picture (“IIOMP’) and Omni-Directional Communication Control Centre (“ODC3”).
“Social Media Communication Over Motion Picture” (“SMCOMP”) includes a method and technology for a service of In-Progress Motion Picture Streaming allowing interactive Social Media Communication Over Motion Picture.
“Smart Interactive Advertising” (“SIA”) includes a method and technology for a service of synchronizing commercial content with In-Progress Motion Picture Streaming, which can boost the number of impressions, delivered and creates interactive situations giving the user the motivation to act.
“Image Input Over Motion Picture” (“IIOMP”) is a process, where a code is sent from the host site to create a divider that is generated by the end user's browser, with the capability to receive input without disrupting the motion picture in progress.
“Omni-Directional Communication Control Centre” (“ODC3”) includes a method and technology for a service that allows complex site navigation through a Graphical-user interface (“GUI”) which combines Motion Picture with Reciprocal user interactivity in a simulated free in-progress Television style of Programming over the Internet and or Intranets.
“NON-DISRUPTIVE IIDS infrastructure” includes a multi-platform on an infrastructure and not infrastructure as a service (IAAS).
“platform” means a place where entertainment content, advertising and technology services can be viewed or otherwise accessed by audiences on the Internet or Intranets.
“platform technology” means technology that enables the creation of products and processes that support present or future or past development. It establishes the long-term capabilities of research and development institutes. It can be defined as a structural or technological form from which various products can emerge without the expense of introducing a new process or technology.
“picture” means and refers to a motion picture, program, theatrical motion picture, television titles, episodic or short film being owned, produced and/or licensed to distribute by Licensor.
“television” means and includes (but shall not be limited to) exhibition of the Picture by means of free, toll, pay or subscription services, but does not include premium and theatre (including transmission or broadcast by open or closed circuits to any theatre or other place where an admission fee is charged to view the broadcast or transmission of the Picture), Community Antenna Systems, Telstar-type, all other forms of satellite and relay television, so-called “pay-per-view” television, or any and all other kinds of open or closed-circuit broadcast systems.
“distribute” or “distribution” means delivery on, by, through or over the NON-DISRUPTIVE IIDS.
“distribution” does not include: Audiovisual discs and cassettes and other similar devices intended primarily for home use (in accordance with a separate home video distribution agreement “The Home Video Licence”) and other methods of exploitation or exhibition of the Picture by means of free, toll, pay or subscription services, television including premium and theatre or broadcast by open or closed circuits to any theatre or other place where an admission fee is charged to view the Picture; Community Antenna Systems; Telstar-type and all other forms of satellite and relay television; so-called “pay-per-view” television; and any and all other kinds of open or closed-circuit broadcast systems (except where it is delivered by the Internet or Intranet and viewed on a television screen of any kind).
“in-stream” advertising means advertising sales generated before, during, or after in-progress exhibition of the Picture on the NON-DISRUPTIVE IIDS over the Internet or Intranets where Publisher distributes directly to such parties hereinafter referred to as “exhibitors”.
“territory” means the world and, in all parts of the world, (i) all ships and aircraft flying the flag of, or of the registry of, or licensed by, any country (or political subdivision thereof) located in the Territory and all other ships and aircraft which are customarily booked or serviced from any part of the Territory; and (ii) all diplomatic posts and camps, bases, installations and reservations of the Armed Forces of each country located in the Territory, including the U.S.O., Veterans’ Administration, Red Cross and similar organizations of each such country.
“internet” means the interconnected facilities of a publicly available packet-switching communications system that allows the user of a computing device to engage in two-way transmissions over the system through which the user obtains access to a Motion Picture Copy stored in digital form at a place distant from the place where the user’s computing device is located.
“intranet” means the interconnected facilities of a private packet-switching communications system that allows the user of a computing device to engage in two-way transmissions over the system through which the user obtains access to a Motion Picture Copy stored in digital form at a place distant from the place where the user’s computing device is located.
“stream” means to make available a Motion Picture Copy on the Internet or wireless system in a manner that allows continuous viewing of the Motion Picture Copy in substantially linear form on a Computer or Handheld Device simultaneously with the transmission of such Motion Picture Copy over the Internet or wireless system but which does not allow making another digital copy except for a transient period of time necessary to facilitate such viewing. “Stream” includes streaming.
“non-disruptive” means having a particular quality or feature designed to preventdisorder, turmoil in, or interruption to the normal continuity.
“interface”: Graphical-user interface (“GUI”) is a computer program that enables a person to communicate with a computer using symbols, visual metaphors, and pointing devices.
“interactive” means acting one upon or with the other in a two-way or multi-way system of electronic communications, as by means of a computer program, where persons or systems interact with a human user to obtain data or commands and to give immediate results or updated information.
WHEREAS MSMU is in the business of providing non-disruptive interactive interface during streaming technology “NON-DISRUPTIVE IIDS” or “IIDS” for the online streaming and distribution of entertainment content, namely motion picture, theatrical motion picture, television titles and/or episodic content, digital Advertising and static Advertising content, social networking and technology services (“MSMU Services”)
And WHEREAS Advertiser desire to engage MSMU or MSMU Services for the publishing of its digital Advertising and static Advertising content (hereinafter “the Ad (s)”) to be distributed on desktop, monitors and mobile properties of all kinds that connect to and can be delivered over the internet or intranets by the MSMU Services and IIDS; and MSMU will publish advertising media for a delivery fee or charge:
THEREFORE in connection with the Ads listed and named in the “account” Attached and in consideration of the covenants and conditions hereinafter contained and other good and valuable consideration, the parties agree as follows:
(1) Ad Specifications: The Ad will conform to the following specifications:
(a) The Ad(s) shall be a digital Ad of no less than 15-seconds, 30-seconds or 60-seconds (inclusive of start and end fade), and 1080p digital video (aka Full HD) 1080 display standard. The term usually assumes a widescreen aspect ratio of 16:9, implying a resolution of 1920x1080 (2.1 megapixels) marketed as Full HD; and if prepared for television, the SD or standard definition 4:3 ratios; and produced, recorded and delivered in the English language or, if a foreign Ad, accompanied with English subtitles.
(b) The Ad shall be completely finished, fully edited and titled and fully synchronized with language, dialogue, sound and music, recorded with sound equipment pursuant to valid licences, and in all respects ready and of a technical quality adequate for general release.
(c) The Ad shall consist of a continuous and connected series of scenes, which conform in all material respects to the requirements of quality Production and will qualify for a rating not more restrictive than “PG” or qualifications that match the same. All the foregoing specifications are material, and there shall be no changes in them without Advertiser's prior written notice.
2. Condition Precedent: As a condition to Advertiser’s obligations hereunder, Advertiser by using the campaign upload submits to Publisher that they have the rights in respect to distribution and public exhibition related to delivery, of the Ad(s) on the multi-platform known as the IIDS throughout the Territory.
3. Term:
The rights granted to Publisher under this Agreement will commence on the date of this Agreement and continue thereafter for the duration of the “campaign” and be available for publishing during any authorized campaign commissioned by the advertiser.
4. Grant of Rights:
(a) Advertiser sells, grants, sets over and assigns to Publisher, throughout the Territory and during the Term, the right, grant and privilege, under copyright and otherwise, to exhibit, distribute, market, reissue, transmit, perform and otherwise deal in and publish the Ad to facilitate service to the Advertiser in any and all languages and versions (including dubbed, titled and narrated), in all digital sizes and other digital material now known or hereafter devised on the “IIDS”, over the Internet or Intranets on which a digital Ad or any part thereof is reproduced, duplicated or otherwise preserved for:
i. Exhibition on the multi-platform known as the Non-Disruptive IIDS infrastructure [patent pending] that is delivering the Ad;
ii. Exhibition during Non-theatrical, educational, industrial, commercial and trade purposes of all kinds delivered on the Non-Disruptive IIDS infrastructure;
iii. Advertiser in connection with such uses (whether the same be for profit or otherwise) grants to the Publisher the irrevocable right to use and perform any and all music, lyrics and musical compositions contained in the Ad(s) and/or recorded in the sound track thereof.
(b) Home Video Rights: All rights in and to the distribution, and non-theatrical, non-admission-free home-use exhibition of the Ad, its sound and music by means of the Non-Disruptive IIDS over any and all forms of Internet and Intranet delivery or other similar device now known or hereafter devised and designed to be used in conjunction with the Internet or Intranets which causes a visual image (whether or not synchronized with sound) to be seen on the screen of a Computer, television receiver, tablet or phone by way of the Internet or Intranets or any comparable device now known or hereafter devised (the “Home Video Rights” or “Video Rights”).
(c) Such rights do not include the rights to produce other digital Ads, or sequels, or remakes of the Ad or any right to produce television Ads or other so-called ancillary rights for media (herein called “Reserved Rights”). Such rights do not preclude the Advertiser from distributing by any other means over the Internet. All other rights not expressly written herein—including but not limited to, electronic publishing, print publication, music publishing, live-television, radio and dramatic rights—are reserved to the Advertiser.
(d) To use the title(s) by which the Ad(s) is or may be known or identified.
(e) To permit and authorize any licensed subsidiaries to exercise all or any of Publisher’s rights hereunder, and to distribute, exhibit, advertise, publicize the Ad under such terms and in such manner as Publisher deems proper or expedient to facilitate service to the Advertiser.
(f) To permit Ad(s) to be placed or inserted before, during and after the streamed motion picture, theatrical motion picture, television titles and/or episodic content.
(g) To use Publisher’s name and trademark on the Ad(s), in such a manner, position, form and substance as Publisher elects. Publisher also shall have the right to indicate over all prints of the Ad and in all trailers and other advertising and publicity that it or one or any of its sub-distributors is the distributor of the Ad in relation to delivery on the Non-Disruptive IIDS infrastructure, in such manner and position and by the use of such words and phrases as it determines.
(h) To make such changes and eliminations as Publisher requires, including, but not limited to changes needed to make the Ad suitable for exhibition in any part of the Territory or to meet streaming exhibition requirements (including, without limitation, time and length requirements and standards and practices).
(i) To publicize, advertise the Ad throughout the Territory during the campaign, and to cause or permit others so to do.
(i) to stream over the Internet or Intranet and authorize others so to stream, the Ad or any part thereof and any literary or dramatic, musical material included in the Ad.
(ii) to license and sublicense any other person or entity (including any subsidiary or affiliated corporation of Publisher) in the function of producing or reproducing the said advertising .
j) To order and procure from Advertiser in respect of the Ad, such number of digital prints, or sound recordings and any parts thereof as Publisher from time to time requires in any and all size versions of the Ad(s)).
(k) To assert, prosecute, handle and settle in any part of the Territory all claims, actions or causes of action against any persons or entities for the unauthorized or illegal use, copying, reproduction, release, distribution, exhibition or performance of the Ad or any part or version thereof, or of the literary, dramatic or musical material upon which it is based or which is used therein, or any part or version thereof, or for the enforcement or protection of any rights herein granted or purported to be granted to Publisher, together with full and complete authority and power of attorney in Advertiser’s name or otherwise to do any of the foregoing; and to execute, acknowledge, verify and deliver any consents, documents, releases or other papers or documents of any kind pertaining thereto in Advertiser’s name or on Advertiser’s behalf.
Advertiser represents and warrants that:
(a) Advertiser is the sole and absolute owner of, or has the absolute right to grant to or vest in Publisher, all rights, licences and privileges granted to or vested in Publisher under this Agreement.
(b) All the following have been fully paid or discharged, or will be fully paid or discharged in respect of the items in the “creative campaign upload”:
(i) All claims and rights of owners of copyrights in literary, dramatic and/or musical rights and other property or rights in or to all stories, plays, scripts, scenarios, themes, incidents, plots, characters, dialogue, music, words and other material of any nature whatsoever appearing, used or recorded in the Ad;
(ii) All claims and rights of owners of inventions and patent rights with respect to the recording of any and all dialogue, music and other soundeffects recorded in the Ad and with respect to the use of all equipment, apparatus, appliances and other materials used in the photographing, recording or otherwise in the manufacture of the Ad;
(iii) All claims and rights with respect to the use, distribution, performance, exhibition and exploitation of the Ad and any music contained therein throughout the Territory;
(iv) All costs of producing and completing the Ad.
(c) There are not, and will not be, outstanding at any time during the Term hereof any liens, claims, charges, encumbrances, restrictions, agreements, commitments or arrangements whatsoever with any person or entity, or any obligation (past, present or future), or any breaches of any contract, licence or agreement which in any way can or will interfere with, impair, abrogate, or adversely or otherwise affect any rights granted to Publisher pursuant to this Agreement.
(d) Except to the extent hereinafter expressly provided, Publisher is not and will not be required to make any payments of any kind in respect, or as a result, of any delivery of the Ad pursuant to the rights and licences herein granted to it.
(e) Neither the Ad nor any part thereof, nor any materials contained therein or synchronized therewith, nor the title thereof, nor the exercise of any right, licence or privilege herein granted, violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common-law or statutory), patent, literary, artistic, dramatic, personal, private, civil, property or privacy right or “moral rights of authors” or any other right or slander or libel any person or entity.
(f) The Ad does not contain any advertising matter for which Advertiser has not paid compensation.
(g) Neither the Ad nor any part thereof that has been released, distributed or exhibited in the Territory shall have been banned; and it will not be banned by the censors of, or refused import permit or entry into, any part of the Territory.
(h) Advertiser owns and controls, without any limitations or restrictions whatsoever, all performance and other rights granted hereunder in or to the Ad and all the sound tracks thereof and has obtained all necessary licences required for the production, synchronization, exhibition, performance, distribution, marketing and exploitation of the Ad hereunder (including the music contained therein) throughout the Territory and during the Term for all purposes licensed hereunder and by every means, method and device now or hereafter known or required for full, complete and unlimited indemnity of Publisher. The performing rights to all musical compositions contained in the Ad are (i) controlled by the American Society of Composers, Authors and Publishers (ASCAP), Broadcast Music Inc. (BMI), or their affiliates or (ii) in the public domain or (iii) controlled by Advertiser to the extent required for the purpose of this Agreement.
(i) There are no restrictions which would or could prevent Publisher from distributing the Ad by the medium or means for which rights are granted to it hereunder; and Publisher does not and will not have to make any payments (out of any part of any revenues from the distribution of the Ad or otherwise) to any actors, musicians, directors, writers or other persons who participated in the Ad or to any union, guild or other labour organization for any right to exhibit the Ad or as compensation in connection with such exhibition or for any other use of the Ad or any of the rights therein and thereto granted hereunder. Any such payments shall be solely the responsibility of Advertiser.
(j) The copyright in the Ad and the literary, dramatic and musical material upon which it is based or which is contained in it will be valid and subsisting during the campaign throughout the Territory.
(k) Publisher will quietly and peacefully enjoy and possess each and all of the rights, licences herein granted or purported to be granted to it throughout the campaign and the Territory without hindrance by any third party.
(l) All digital material to be delivered or made available to Publisher is and will be of a quality suitable for the technically acceptable release of the Ad or trailers.
(m) The Ad has been produced in accordance with all and any applicable collective bargaining agreements in effect at the time when Advertiser becomes a signatory and which are accordingly applicable to the Ad.
Advertiser shall deliver the completed Ad(s) to Publisher, via the publishers creative campaign uploading process made available by at the publishers website.
(a) Advertiser at all times shall indemnify and save harmless Publisher, its subsidiary and affiliated companies, its officers, directors and employees, and its exhibitors, Publishers and assignees, of and from any and all claims, demands and causes of action arising out of or relating to the Ad, including, without limitation, any infringement or violation of the rights of any person or entity, in any part of the Territory, because of plagiarism, copyright infringement, patent, libel, slander, invasion of privacy, breach of contract, or any other claim concerning the Ad, or connected with or resulting from any breach by Advertiser of any of its representations or warranties.
(b) Upon notice from Publisher of any such claim, demand or action being advanced or commenced, Advertiser shall adjust, settle, or defend the same at its sole cost. Notwithstanding the foregoing, Publisher shall have the right, but not the obligation, to adjust, settle or defend such claim, demand or cause of action, without affecting Advertiser’s indemnity.
(c) With respect to Advertiser’s indemnity, this is provided, that if Advertiser makes arrangements reasonably satisfactory to Publisher assuring Publisher of reimbursement for all payments and expenses in connection with such claims, demands and causes of action (including, without limitation, reasonable attorneys’ fees, whether or not litigation is commenced), Publisher shall not settle such claim, demand or cause of action without Advertiser’s consent, which shall not be unreasonably withheld. The previous sentence shall not apply, and Publisher’s right to settle any claim, demand or cause of action and Advertiser’s indemnity obligation shall remain unlimited, where Publisher deems it advisable to settle a lawsuit in which a claim, demand or cause of action for an injunction is made against the distribution of the Ad. In any case, whether Advertiser or Publisher adjusts, settles or defends such claim, demand or cause of action, within fifteen (15) days after demand (which demand shall include a reasonably detailed description of Publisher’s payments and expenses) therefor by Publisher, Advertiser shall reimburse Publisher fully for all such payments and expenses, including attorneys’ fees, in connection therewith. If Advertiser fails so to reimburse Publisher, without waiving its right otherwise to enforce such reimbursement, Publisher shall have the right to deduct such amount, or any part thereof, from any sums accruing to or on the account of Advertiser under this or any other agreement.
(d) Advertiser shall cause with respect to the Ad its carrier to assume primary responsibility notwithstanding that Publisher also may have its own insurance coverage.
(e) Publisher will indemnify and hold harmless Advertiser, its subsidiaries and affiliated companies, its officers, directors, employees and its Publishers and assignees of and from any and all claims, demands and causes of action, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to any breach by Publisher of any of its representations or warranties under this Agreement which is not a breach of this Agreement by Advertiser or with respect to any material added to the Ad by Publisher.
Advertiser warrants and represents that they have obtained clearances in connection with the digital copy or negative and pre-print materials of the Ad with all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of the Ad who are entitled to receive the same. In no event shall Publisher be obligated or required to give credit granted in violation of Publisher’s approval right. Further
(a) If any advertising is inconsistent with any credit, or violates any law, statute, regulation or collective bargaining agreement, or fails to obtain clearances or give credit to persons to whom Advertiser ought to give such credit, Publisher shall be entitled to rely entirely upon Advertiser’s aforesaid warranties and representations and the statements to be delivered as aforesaid.
(b) If by reason of any improper information or lack of information contained in Advertiser's statements, any person makes any claim or demand or prosecutes any cause of action against Publisher, then at Publisher’s election evidenced by written notice to Advertiser, Advertiser at its own cost and expense shall defend, indemnify, and hold Publisher harmless against any such claim, demand or cause of action, including any judgments that may be sustained against Publisher by reason thereof.
(c) The foregoing shall not limit Publisher’s rights to adjust, settle or defend such claim, demand or cause of action, or Advertiser’s indemnity obligations, all as provided in paragraph 7 above. No casual or inadvertent failure by Publisher or its subsidiaries to comply with the provisions of this paragraph shall be a breach of this Agreement.
Publisher may destroy, or cause to be destroyed, any and all prints and other digital material. In such case, Publisher shall furnish Advertiser a notice of such destruction, notwithstanding, Publisher, its subsidiary and affiliated companies and Publishers shall not be responsible for any loss, theft, or destruction of or damage to any digital copies or DVD copies, no matter how caused or occasioned, whether by reason of their negligence or otherwise. Publisher shall not be obligated, but shall have the right; to maintain insurance covering all materials delivered hereunder.
Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this paragraph, and neither party shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.
No waiver by either party of any breach hereof shall be deemed a waiver of any preceding or succeeding breach hereof. Notwithstanding any other provision of this Agreement, Advertiser’s sole remedy for breach by Publisher of any of its obligations under this Agreement shall be an action at law for damages; and Advertiser acknowledges that such damages are fully adequate to compensate it in the case of any breach by Publisher hereunder. In no event shall Advertiser seek or be entitled to rescission, injunctive or other equitable relief.
Publisher shall have the right to assign this Agreement or any of its rights or any interest hereunder to any person, firm or corporation; and this Agreement shall be binding upon, and shall inure to the benefit of, Publisher, its successors and assigns.
Advertiser shall execute and deliver to Publisher any other documents Publisher considers reasonably necessary to evidence, effectuate or confirm this Agreement or any of the terms and conditions hereof. Advertiser irrevocably appoints Publisher as attorney-in-fact with full power to execute and file such documents if Advertiser fails to execute and deliver them within five (5) business days after being requested by Publisher to do so, unless a longer period is reasonably required.
This Agreement cannot be amended, modified or changed except by a written instrument duly executed by authorized officers of the parties hereto. This Agreement cancels and supersedes all prior negotiations and understandings between the parties relating to the campaign and distribution of the Ad (s) in the Territory and contains all the terms, covenants, conditions, representations and warranties of the parties hereto in the premises. This Agreement may be signed electronically or in counterpart, each of which shall be deemed an original, but all of which together shall constitute the Agreement.
(a) If there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance, regulation or collective bargaining agreement, the later shall prevail; provided that the provision hereof so affected shall be limited only to the extent necessary and no other provision shall be affected.
(b) Section Headings: The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.
(c) Construction: This Agreement will be fairly interpreted in accordance with its terms; and, as each party acknowledges, the benefit of counsel in the drafting and negotiation thereof will not be construed in favour of or against any party.
(d) Severability: If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in an acceptable manner, to the end that the transactions contemplated hereby are fulfilled.
(e) Advice of Legal Counsel: Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all the terms and provisions of this Agreement.
All notices and other data required or desired to be given hereunder by either party shall be deposited in the mails in the country of origin, postage prepaid, addressed to the other at the address set forth at the head of this Agreement. Either party shall have the right to designate different addresses for any such notice by a notice given in accordance with the provisions of this paragraph.
This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario applicable to contracts entered into and fully performed therein. Only the Ontario courts shall have jurisdiction over controversies regarding this Agreement; any proceeding involving such a controversy shall be brought in those courts, in the province of Ontario, and not elsewhere. Any process in such proceeding may be served upon the party to be served by, among other methods, delivering it or mailing it, by registered or certified mail, directed to such address designated in this Agreement by Publisher as follows:
Mainstream Media Unplugged Ltd.
202 Spadina Ave.
Toronto Ontario Canada
M5T 2C2
and to Advertiser as follows:
Insert the Advertiser name and address
Any such delivery or mail service shall have the same effect as personal service within the Province of Ontario. The foregoing shall not preclude any party hereto from seeking enforcement of any order or judgment rendered by any Ontario court in any other court or forum. (Any change of address notice designated by Advertiser pursuant to paragraph 17 shall not affect the provisions of this paragraph 18.)
(a) As consideration for the delivery of the Ad(s) by the Publisher, the Advertiser shall pay the rate as posted on the Publishers site and generated as the transaction’s sales receipt and in conjunction with the Payment (charge or fee) the Advertiser will pre-deposit on cash account for the purpose of this Agreement,
(b) Reporting: Publisher agrees to deliver, via the MSMU Entertainment Site, the number of impressions or “spot (s)” designated in the campaign (s) and this will be determined by proprietary Analytics software; provided, however, that Publisher may, at its sole discretion and with or without notice to Advertiser, substitute another analytics service.
(c) PAYMENTS: Where the totals are computed on the basis of analytic reporting of the Ad(s), in checking attendance and/or receipts of such engagements there shall be no additional charges or fees in determining them hereunder. Expenses incurred in collecting gross totals shall be included in the total deducted from the advertisers account. Wherever Publisher exhibits the Ad on the NON-DISRUPTIVE IIDS over the Internet or Intranets owned or controlled by Publisher, or licenses the Ad or rights connected therewith to NON-DISRUPTIVE IIDS over the Internet or Intranets [to which the patent is pending] or other agencies in which Publisher has an interest, directly or indirectly, or to which Publisher is obligated to pay a fixed sum for exhibiting the Ad.
(d) Customer account will be used for reporting the Display Advertising, and/or other Video Measurement of pre-roll for desktop and mobile video pre-roll
(e) In respect of the funds deposited on account there will be no interest paid whatsoever by MSMU or MSMU services or its subsidiary for
As used in this agreement the following terms and their variant forms mean the following:
“Publisher” means “MAINSTREAM MEDIA UNPLUGGED LTD.” or “MSMU” or “MSMU services” an Ontario corporation, and its subsidiaries engaged in the business of providing interactive entertainment technologies and distributing motion picture, theatrical motion picture, television-titles and/or episodic content, digital and still advertising for exhibition
“subsidiary” of Publisher refers to an entity in which Publisher has at least a 50% interest.
“advertiser” means a person, corporation, incorporated company, distributor, copyright holder, or producer, owning the right or being licensed to distribute the creative and direct the account thereof.
“account” means the record or statement of financial expenditure or receipts relating to a particular period or purpose : The purpose being the delivery of “MSMU services” and contains a ledger of all deposits, expense, re-imbursements or customer activity in relation to the services.
“campaigns” means organized delivery of advertising intended to achieve a particular objective confined to the period commencing with the date of this Agreement and ending immediately following delivery of the Ads and includes the pre-selected end date.
“creative” means embodiment of an artistic work and includes “Ad (s)”
“campaign upload” means a method and technology for the delivery of a creative to a designated place.
“impressions” means the measure of the number of times an ad is displayed, whether it is clicked on or not.
“block” means the time allocated to advertising spots.
“commercial spot”: A paid commercial advertisement on MSMU, which conveys a message, typically to market a product or service. The advertising spots range in length from 15, 30 and 60-second and is streamed to a set number of IP addresses within a particular city or region according to the advertiser’s request. A number of “spots” fill up advertising blocks that run throughout the hour. These spots are charged regardless of traffic in that particular region.
“local (s)” means the geographic area of a city its surrounding areas and also includes the area serviced by the internet service provider in relation to that city
“cpm” means cost per thousand (Mille or the Roman numeral "M" representing 1,000). The most common method for pricing web ads and refers to the price of 1,000 advertisement impressions on the webpage or the cost the advertiser must pay for every 1,000 impressions of its ad.
“time of day rate Schedule” or “time/rate” means the range of pricing for ads scheduled throughout the day. The time-of-day varies according to each city’s time zone with ads served in Primetimes garner a higher rate than off-peak times.
“NON-DISRUPTIVE INTERACTIVE INTERFACE DURING STREAMING” (“NON-DISRUPTIVE IIDS”) or “IIDS” includes a method and technology for a service of In-Progress Motion Picture Streaming which includes: Social Media Communication Over Motion Picture (“SMCOMP”), Smart Interactive Advertising (“SIA”) achieved by the Image, Input Over Motion Picture (“IIOMP’) and Omni-Directional Communication Control Centre (“ODC3”).
“Social Media Communication Over Motion Picture” (“SMCOMP”) includes a method and technology for a service of In-Progress Motion Picture Streaming allowing interactive Social Media Communication Over Motion Picture.
“Smart Interactive Advertising” (“SIA”) includes a method and technology for a service of synchronizing commercial content with In-Progress Motion Picture Streaming, which can boost the number of impressions, delivered and creates interactive situations giving the user the motivation to act.
“Image Input Over Motion Picture” (“IIOMP”) is a process, where a code is sent from the host site to create a divider that is generated by the end user's browser, with the capability to receive input without disrupting the motion picture in progress.
“Omni-Directional Communication Control Centre” (“ODC3”) includes a method and technology for a service that allows complex site navigation through a Graphical-user interface (“GUI”) which combines Motion Picture with Reciprocal user interactivity in a simulated free in-progress Television style of Programming over the Internet and or Intranets.
“NON-DISRUPTIVE IIDS infrastructure” includes a multi-platform on an infrastructure and not infrastructure as a service (IAAS).
“platform” means a place where entertainment content, advertising and technology services can be viewed or otherwise accessed by audiences on the Internet or Intranets.
“platform technology” means technology that enables the creation of products and processes that support present or future or past development. It establishes the long-term capabilities of research and development institutes. It can be defined as a structural or technological form from which various products can emerge without the expense of introducing a new process or technology.
“picture” means and refers to a motion picture, program, theatrical motion picture, television titles, episodic or short film being owned, produced and/or licensed to distribute by Licensor.
“television” means and includes (but shall not be limited to) exhibition of the Picture by means of free, toll, pay or subscription services, but does not include premium and theatre (including transmission or broadcast by open or closed circuits to any theatre or other place where an admission fee is charged to view the broadcast or transmission of the Picture), Community Antenna Systems, Telstar-type, all other forms of satellite and relay television, so-called “pay-per-view” television, or any and all other kinds of open or closed-circuit broadcast systems.
“distribute” or “distribution” means delivery on, by, through or over the NON-DISRUPTIVE IIDS.
“distribution” does not include: Audiovisual discs and cassettes and other similar devices intended primarily for home use (in accordance with a separate home video distribution agreement “The Home Video Licence”) and other methods of exploitation or exhibition of the Picture by means of free, toll, pay or subscription services, television including premium and theatre or broadcast by open or closed circuits to any theatre or other place where an admission fee is charged to view the Picture; Community Antenna Systems; Telstar-type and all other forms of satellite and relay television; so-called “pay-per-view” television; and any and all other kinds of open or closed-circuit broadcast systems (except where it is delivered by the Internet or Intranet and viewed on a television screen of any kind).
“in-stream” advertising means advertising sales generated before, during, or after in-progress exhibition of the Picture on the NON-DISRUPTIVE IIDS over the Internet or Intranets where Publisher distributes directly to such parties hereinafter referred to as “exhibitors”.
“territory” means the world and, in all parts of the world, (i) all ships and aircraft flying the flag of, or of the registry of, or licensed by, any country (or political subdivision thereof) located in the Territory and all other ships and aircraft which are customarily booked or serviced from any part of the Territory; and (ii) all diplomatic posts and camps, bases, installations and reservations of the Armed Forces of each country located in the Territory, including the U.S.O., Veterans’ Administration, Red Cross and similar organizations of each such country.
“internet” means the interconnected facilities of a publicly available packet-switching communications system that allows the user of a computing device to engage in two-way transmissions over the system through which the user obtains access to a Motion Picture Copy stored in digital form at a place distant from the place where the user’s computing device is located.
“intranet” means the interconnected facilities of a private packet-switching communications system that allows the user of a computing device to engage in two-way transmissions over the system through which the user obtains access to a Motion Picture Copy stored in digital form at a place distant from the place where the user’s computing device is located.
“stream” means to make available a Motion Picture Copy on the Internet or wireless system in a manner that allows continuous viewing of the Motion Picture Copy in substantially linear form on a Computer or Handheld Device simultaneously with the transmission of such Motion Picture Copy over the Internet or wireless system but which does not allow making another digital copy except for a transient period of time necessary to facilitate such viewing. “Stream” includes streaming.
“non-disruptive” means having a particular quality or feature designed to preventdisorder, turmoil in, or interruption to the normal continuity.
“interface”: Graphical-user interface (“GUI”) is a computer program that enables a person to communicate with a computer using symbols, visual metaphors, and pointing devices.
“interactive” means acting one upon or with the other in a two-way or multi-way system of electronic communications, as by means of a computer program, where persons or systems interact with a human user to obtain data or commands and to give immediate results or updated information.
WHEREAS MSMU is in the business of providing non-disruptive interactive interface during streaming technology “NON-DISRUPTIVE IIDS” or “IIDS” for the online streaming and distribution of entertainment content, namely motion picture, theatrical motion picture, television titles and/or episodic content, digital Advertising and static Advertising content, social networking and technology services (“MSMU Services”)
And WHEREAS Advertiser desire to engage MSMU or MSMU Services for the publishing of its digital Advertising and static Advertising content (hereinafter “the Ad (s)”) to be distributed on desktop, monitors and mobile properties of all kinds that connect to and can be delivered over the internet or intranets by the MSMU Services and IIDS; and MSMU will publish advertising media for a delivery fee or charge:
THEREFORE in connection with the Ads listed and named in the “account” Attached and in consideration of the covenants and conditions hereinafter contained and other good and valuable consideration, the parties agree as follows:
(1) Ad Specifications: The Ad will conform to the following specifications:
(a) The Ad(s) shall be a digital Ad of no less than 15-seconds, 30-seconds or 60-seconds (inclusive of start and end fade), and 1080p digital video (aka Full HD) 1080 display standard. The term usually assumes a widescreen aspect ratio of 16:9, implying a resolution of 1920x1080 (2.1 megapixels) marketed as Full HD; and if prepared for television, the SD or standard definition 4:3 ratios; and produced, recorded and delivered in the English language or, if a foreign Ad, accompanied with English subtitles.
(b) The Ad shall be completely finished, fully edited and titled and fully synchronized with language, dialogue, sound and music, recorded with sound equipment pursuant to valid licences, and in all respects ready and of a technical quality adequate for general release.
(c) The Ad shall consist of a continuous and connected series of scenes, which conform in all material respects to the requirements of quality Production and will qualify for a rating not more restrictive than “PG” or qualifications that match the same. All the foregoing specifications are material, and there shall be no changes in them without Advertiser's prior written notice.
2. Condition Precedent: As a condition to Advertiser’s obligations hereunder, Advertiser by using the campaign upload submits to Publisher that they have the rights in respect to distribution and public exhibition related to delivery, of the Ad(s) on the multi-platform known as the IIDS throughout the Territory.
3. Term:
The rights granted to Publisher under this Agreement will commence on the date of this Agreement and continue thereafter for the duration of the “campaign” and be available for publishing during any authorized campaign commissioned by the advertiser.
4. Grant of Rights:
(a) Advertiser sells, grants, sets over and assigns to Publisher, throughout the Territory and during the Term, the right, grant and privilege, under copyright and otherwise, to exhibit, distribute, market, reissue, transmit, perform and otherwise deal in and publish the Ad to facilitate service to the Advertiser in any and all languages and versions (including dubbed, titled and narrated), in all digital sizes and other digital material now known or hereafter devised on the “IIDS”, over the Internet or Intranets on which a digital Ad or any part thereof is reproduced, duplicated or otherwise preserved for:
i. Exhibition on the multi-platform known as the Non-Disruptive IIDS infrastructure [patent pending] that is delivering the Ad;
ii. Exhibition during Non-theatrical, educational, industrial, commercial and trade purposes of all kinds delivered on the Non-Disruptive IIDS infrastructure;
iii. Advertiser in connection with such uses (whether the same be for profit or otherwise) grants to the Publisher the irrevocable right to use and perform any and all music, lyrics and musical compositions contained in the Ad(s) and/or recorded in the sound track thereof.
(b) Home Video Rights: All rights in and to the distribution, and non-theatrical, non-admission-free home-use exhibition of the Ad, its sound and music by means of the Non-Disruptive IIDS over any and all forms of Internet and Intranet delivery or other similar device now known or hereafter devised and designed to be used in conjunction with the Internet or Intranets which causes a visual image (whether or not synchronized with sound) to be seen on the screen of a Computer, television receiver, tablet or phone by way of the Internet or Intranets or any comparable device now known or hereafter devised (the “Home Video Rights” or “Video Rights”).
(c) Such rights do not include the rights to produce other digital Ads, or sequels, or remakes of the Ad or any right to produce television Ads or other so-called ancillary rights for media (herein called “Reserved Rights”). Such rights do not preclude the Advertiser from distributing by any other means over the Internet. All other rights not expressly written herein—including but not limited to, electronic publishing, print publication, music publishing, live-television, radio and dramatic rights—are reserved to the Advertiser.
(d) To use the title(s) by which the Ad(s) is or may be known or identified.
(e) To permit and authorize any licensed subsidiaries to exercise all or any of Publisher’s rights hereunder, and to distribute, exhibit, advertise, publicize the Ad under such terms and in such manner as Publisher deems proper or expedient to facilitate service to the Advertiser.
(f) To permit Ad(s) to be placed or inserted before, during and after the streamed motion picture, theatrical motion picture, television titles and/or episodic content.
(g) To use Publisher’s name and trademark on the Ad(s), in such a manner, position, form and substance as Publisher elects. Publisher also shall have the right to indicate over all prints of the Ad and in all trailers and other advertising and publicity that it or one or any of its sub-distributors is the distributor of the Ad in relation to delivery on the Non-Disruptive IIDS infrastructure, in such manner and position and by the use of such words and phrases as it determines.
(h) To make such changes and eliminations as Publisher requires, including, but not limited to changes needed to make the Ad suitable for exhibition in any part of the Territory or to meet streaming exhibition requirements (including, without limitation, time and length requirements and standards and practices).
(i) To publicize, advertise the Ad throughout the Territory during the campaign, and to cause or permit others so to do.
(i) to stream over the Internet or Intranet and authorize others so to stream, the Ad or any part thereof and any literary or dramatic, musical material included in the Ad.
(ii) to license and sublicense any other person or entity (including any subsidiary or affiliated corporation of Publisher) in the function of producing or reproducing the said advertising .
j) To order and procure from Advertiser in respect of the Ad, such number of digital prints, or sound recordings and any parts thereof as Publisher from time to time requires in any and all size versions of the Ad(s)).
(k) To assert, prosecute, handle and settle in any part of the Territory all claims, actions or causes of action against any persons or entities for the unauthorized or illegal use, copying, reproduction, release, distribution, exhibition or performance of the Ad or any part or version thereof, or of the literary, dramatic or musical material upon which it is based or which is used therein, or any part or version thereof, or for the enforcement or protection of any rights herein granted or purported to be granted to Publisher, together with full and complete authority and power of attorney in Advertiser’s name or otherwise to do any of the foregoing; and to execute, acknowledge, verify and deliver any consents, documents, releases or other papers or documents of any kind pertaining thereto in Advertiser’s name or on Advertiser’s behalf.
Advertiser represents and warrants that:
(a) Advertiser is the sole and absolute owner of, or has the absolute right to grant to or vest in Publisher, all rights, licences and privileges granted to or vested in Publisher under this Agreement.
(b) All the following have been fully paid or discharged, or will be fully paid or discharged in respect of the items in the “creative campaign upload”:
(i) All claims and rights of owners of copyrights in literary, dramatic and/or musical rights and other property or rights in or to all stories, plays, scripts, scenarios, themes, incidents, plots, characters, dialogue, music, words and other material of any nature whatsoever appearing, used or recorded in the Ad;
(ii) All claims and rights of owners of inventions and patent rights with respect to the recording of any and all dialogue, music and other soundeffects recorded in the Ad and with respect to the use of all equipment, apparatus, appliances and other materials used in the photographing, recording or otherwise in the manufacture of the Ad;
(iii) All claims and rights with respect to the use, distribution, performance, exhibition and exploitation of the Ad and any music contained therein throughout the Territory;
(iv) All costs of producing and completing the Ad.
(c) There are not, and will not be, outstanding at any time during the Term hereof any liens, claims, charges, encumbrances, restrictions, agreements, commitments or arrangements whatsoever with any person or entity, or any obligation (past, present or future), or any breaches of any contract, licence or agreement which in any way can or will interfere with, impair, abrogate, or adversely or otherwise affect any rights granted to Publisher pursuant to this Agreement.
(d) Except to the extent hereinafter expressly provided, Publisher is not and will not be required to make any payments of any kind in respect, or as a result, of any delivery of the Ad pursuant to the rights and licences herein granted to it.
(e) Neither the Ad nor any part thereof, nor any materials contained therein or synchronized therewith, nor the title thereof, nor the exercise of any right, licence or privilege herein granted, violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common-law or statutory), patent, literary, artistic, dramatic, personal, private, civil, property or privacy right or “moral rights of authors” or any other right or slander or libel any person or entity.
(f) The Ad does not contain any advertising matter for which Advertiser has not paid compensation.
(g) Neither the Ad nor any part thereof that has been released, distributed or exhibited in the Territory shall have been banned; and it will not be banned by the censors of, or refused import permit or entry into, any part of the Territory.
(h) Advertiser owns and controls, without any limitations or restrictions whatsoever, all performance and other rights granted hereunder in or to the Ad and all the sound tracks thereof and has obtained all necessary licences required for the production, synchronization, exhibition, performance, distribution, marketing and exploitation of the Ad hereunder (including the music contained therein) throughout the Territory and during the Term for all purposes licensed hereunder and by every means, method and device now or hereafter known or required for full, complete and unlimited indemnity of Publisher. The performing rights to all musical compositions contained in the Ad are (i) controlled by the American Society of Composers, Authors and Publishers (ASCAP), Broadcast Music Inc. (BMI), or their affiliates or (ii) in the public domain or (iii) controlled by Advertiser to the extent required for the purpose of this Agreement.
(i) There are no restrictions which would or could prevent Publisher from distributing the Ad by the medium or means for which rights are granted to it hereunder; and Publisher does not and will not have to make any payments (out of any part of any revenues from the distribution of the Ad or otherwise) to any actors, musicians, directors, writers or other persons who participated in the Ad or to any union, guild or other labour organization for any right to exhibit the Ad or as compensation in connection with such exhibition or for any other use of the Ad or any of the rights therein and thereto granted hereunder. Any such payments shall be solely the responsibility of Advertiser.
(j) The copyright in the Ad and the literary, dramatic and musical material upon which it is based or which is contained in it will be valid and subsisting during the campaign throughout the Territory.
(k) Publisher will quietly and peacefully enjoy and possess each and all of the rights, licences herein granted or purported to be granted to it throughout the campaign and the Territory without hindrance by any third party.
(l) All digital material to be delivered or made available to Publisher is and will be of a quality suitable for the technically acceptable release of the Ad or trailers.
(m) The Ad has been produced in accordance with all and any applicable collective bargaining agreements in effect at the time when Advertiser becomes a signatory and which are accordingly applicable to the Ad.
Advertiser shall deliver the completed Ad(s) to Publisher, via the publishers creative campaign uploading process made available by at the publishers website.
(a) Advertiser at all times shall indemnify and save harmless Publisher, its subsidiary and affiliated companies, its officers, directors and employees, and its exhibitors, Publishers and assignees, of and from any and all claims, demands and causes of action arising out of or relating to the Ad, including, without limitation, any infringement or violation of the rights of any person or entity, in any part of the Territory, because of plagiarism, copyright infringement, patent, libel, slander, invasion of privacy, breach of contract, or any other claim concerning the Ad, or connected with or resulting from any breach by Advertiser of any of its representations or warranties.
(b) Upon notice from Publisher of any such claim, demand or action being advanced or commenced, Advertiser shall adjust, settle, or defend the same at its sole cost. Notwithstanding the foregoing, Publisher shall have the right, but not the obligation, to adjust, settle or defend such claim, demand or cause of action, without affecting Advertiser’s indemnity.
(c) With respect to Advertiser’s indemnity, this is provided, that if Advertiser makes arrangements reasonably satisfactory to Publisher assuring Publisher of reimbursement for all payments and expenses in connection with such claims, demands and causes of action (including, without limitation, reasonable attorneys’ fees, whether or not litigation is commenced), Publisher shall not settle such claim, demand or cause of action without Advertiser’s consent, which shall not be unreasonably withheld. The previous sentence shall not apply, and Publisher’s right to settle any claim, demand or cause of action and Advertiser’s indemnity obligation shall remain unlimited, where Publisher deems it advisable to settle a lawsuit in which a claim, demand or cause of action for an injunction is made against the distribution of the Ad. In any case, whether Advertiser or Publisher adjusts, settles or defends such claim, demand or cause of action, within fifteen (15) days after demand (which demand shall include a reasonably detailed description of Publisher’s payments and expenses) therefor by Publisher, Advertiser shall reimburse Publisher fully for all such payments and expenses, including attorneys’ fees, in connection therewith. If Advertiser fails so to reimburse Publisher, without waiving its right otherwise to enforce such reimbursement, Publisher shall have the right to deduct such amount, or any part thereof, from any sums accruing to or on the account of Advertiser under this or any other agreement.
(d) Advertiser shall cause with respect to the Ad its carrier to assume primary responsibility notwithstanding that Publisher also may have its own insurance coverage.
(e) Publisher will indemnify and hold harmless Advertiser, its subsidiaries and affiliated companies, its officers, directors, employees and its Publishers and assignees of and from any and all claims, demands and causes of action, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to any breach by Publisher of any of its representations or warranties under this Agreement which is not a breach of this Agreement by Advertiser or with respect to any material added to the Ad by Publisher.
Advertiser warrants and represents that they have obtained clearances in connection with the digital copy or negative and pre-print materials of the Ad with all necessary and proper credits for the actors, directors, writers and all other persons appearing in or connected with the production of the Ad who are entitled to receive the same. In no event shall Publisher be obligated or required to give credit granted in violation of Publisher’s approval right. Further
(a) If any advertising is inconsistent with any credit, or violates any law, statute, regulation or collective bargaining agreement, or fails to obtain clearances or give credit to persons to whom Advertiser ought to give such credit, Publisher shall be entitled to rely entirely upon Advertiser’s aforesaid warranties and representations and the statements to be delivered as aforesaid.
(b) If by reason of any improper information or lack of information contained in Advertiser's statements, any person makes any claim or demand or prosecutes any cause of action against Publisher, then at Publisher’s election evidenced by written notice to Advertiser, Advertiser at its own cost and expense shall defend, indemnify, and hold Publisher harmless against any such claim, demand or cause of action, including any judgments that may be sustained against Publisher by reason thereof.
(c) The foregoing shall not limit Publisher’s rights to adjust, settle or defend such claim, demand or cause of action, or Advertiser’s indemnity obligations, all as provided in paragraph 7 above. No casual or inadvertent failure by Publisher or its subsidiaries to comply with the provisions of this paragraph shall be a breach of this Agreement.
Publisher may destroy, or cause to be destroyed, any and all prints and other digital material. In such case, Publisher shall furnish Advertiser a notice of such destruction, notwithstanding, Publisher, its subsidiary and affiliated companies and Publishers shall not be responsible for any loss, theft, or destruction of or damage to any digital copies or DVD copies, no matter how caused or occasioned, whether by reason of their negligence or otherwise. Publisher shall not be obligated, but shall have the right; to maintain insurance covering all materials delivered hereunder.
Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute either party the agent of the other. Neither party shall hold itself out contrary to the terms of this paragraph, and neither party shall become liable by reason of any representation, act or omission of the other contrary to the provisions hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.
No waiver by either party of any breach hereof shall be deemed a waiver of any preceding or succeeding breach hereof. Notwithstanding any other provision of this Agreement, Advertiser’s sole remedy for breach by Publisher of any of its obligations under this Agreement shall be an action at law for damages; and Advertiser acknowledges that such damages are fully adequate to compensate it in the case of any breach by Publisher hereunder. In no event shall Advertiser seek or be entitled to rescission, injunctive or other equitable relief.
Publisher shall have the right to assign this Agreement or any of its rights or any interest hereunder to any person, firm or corporation; and this Agreement shall be binding upon, and shall inure to the benefit of, Publisher, its successors and assigns.
Advertiser shall execute and deliver to Publisher any other documents Publisher considers reasonably necessary to evidence, effectuate or confirm this Agreement or any of the terms and conditions hereof. Advertiser irrevocably appoints Publisher as attorney-in-fact with full power to execute and file such documents if Advertiser fails to execute and deliver them within five (5) business days after being requested by Publisher to do so, unless a longer period is reasonably required.
This Agreement cannot be amended, modified or changed except by a written instrument duly executed by authorized officers of the parties hereto. This Agreement cancels and supersedes all prior negotiations and understandings between the parties relating to the campaign and distribution of the Ad (s) in the Territory and contains all the terms, covenants, conditions, representations and warranties of the parties hereto in the premises. This Agreement may be signed electronically or in counterpart, each of which shall be deemed an original, but all of which together shall constitute the Agreement.
(a) If there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance, regulation or collective bargaining agreement, the later shall prevail; provided that the provision hereof so affected shall be limited only to the extent necessary and no other provision shall be affected.
(b) Section Headings: The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement.
(c) Construction: This Agreement will be fairly interpreted in accordance with its terms; and, as each party acknowledges, the benefit of counsel in the drafting and negotiation thereof will not be construed in favour of or against any party.
(d) Severability: If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in an acceptable manner, to the end that the transactions contemplated hereby are fulfilled.
(e) Advice of Legal Counsel: Each party acknowledges and represents that, in executing this Agreement, it has had the opportunity to seek advice as to its legal rights from legal counsel and that the person signing on its behalf has read and understood all the terms and provisions of this Agreement.
All notices and other data required or desired to be given hereunder by either party shall be deposited in the mails in the country of origin, postage prepaid, addressed to the other at the address set forth at the head of this Agreement. Either party shall have the right to designate different addresses for any such notice by a notice given in accordance with the provisions of this paragraph.
This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario applicable to contracts entered into and fully performed therein. Only the Ontario courts shall have jurisdiction over controversies regarding this Agreement; any proceeding involving such a controversy shall be brought in those courts, in the province of Ontario, and not elsewhere. Any process in such proceeding may be served upon the party to be served by, among other methods, delivering it or mailing it, by registered or certified mail, directed to such address designated in this Agreement by Publisher as follows:
Mainstream Media Unplugged Ltd.
202 Spadina Ave.
Toronto Ontario Canada
M5T 2C2
and to Advertiser as follows:
Insert the Advertiser name and address
Any such delivery or mail service shall have the same effect as personal service within the Province of Ontario. The foregoing shall not preclude any party hereto from seeking enforcement of any order or judgment rendered by any Ontario court in any other court or forum. (Any change of address notice designated by Advertiser pursuant to paragraph 17 shall not affect the provisions of this paragraph 18.)
(a) As consideration for the delivery of the Ad(s) by the Publisher, the Advertiser shall pay the rate as posted on the Publishers site and generated as the transaction’s sales receipt and in conjunction with the Payment (charge or fee) the Advertiser will pre-deposit on cash account for the purpose of this Agreement,
(b) Reporting: Publisher agrees to deliver, via the MSMU Entertainment Site, the number of impressions or “spot (s)” designated in the campaign (s) and this will be determined by proprietary Analytics software; provided, however, that Publisher may, at its sole discretion and with or without notice to Advertiser, substitute another analytics service.
(c) PAYMENTS: Where the totals are computed on the basis of analytic reporting of the Ad(s), in checking attendance and/or receipts of such engagements there shall be no additional charges or fees in determining them hereunder. Expenses incurred in collecting gross totals shall be included in the total deducted from the advertisers account. Wherever Publisher exhibits the Ad on the NON-DISRUPTIVE IIDS over the Internet or Intranets owned or controlled by Publisher, or licenses the Ad or rights connected therewith to NON-DISRUPTIVE IIDS over the Internet or Intranets [to which the patent is pending] or other agencies in which Publisher has an interest, directly or indirectly, or to which Publisher is obligated to pay a fixed sum for exhibiting the Ad.
(d) Customer account will be used for reporting the Display Advertising, and/or other Video Measurement of pre-roll for desktop and mobile video pre-roll
(e) In respect of the funds deposited on account there will be no interest paid whatsoever by MSMU or MSMU services or its subsidiary for
For multiple reasons, Mainstream Media’s dedicated staffs may need to contact you or leave particuliar instruction about your campaign. A way to accomplish such actions is to leave campaign notes. Campaign note can be found within the campaign Edit/View pages. In order to view or display your campaign notes, click on the Note tab on your Edit or view campaign page.
The Current Status field willl display ther current status for your campaigns.
Campaign status type :
Mainstream Media offer Impression-based commercial (Cost Per Mille or CPM) advertisement type. With CPM campaigns you pay every time 1000 impression per Ad is served.
This is where you choose your target demography and creatives options.
In order to preview the campaign price per location, click on the option to preview pricing Information and preview pricing by picking different location options.
Campaign creatives options can be choosen here.
Ex: If your creative is an Ad Video, Picking 15 seconds for creative length will required your video to be exactly 15 seconds in durations. Picking 60 seconds length will required your video to be exactly 60 seconds in durations and so on.
If you have more creatives you would like to add on your campaign, You have the option to add more multiple lengths for each Creatives by clicking on the plus button on the far right.
This is where Mainstream Media will generate Quotes and charges for your campaign’s Ad, impression cost and total cost for Creative length set and campaign type.
In this section of creating your campaigns you upload creative media and content.
A click through url is a location that the viewer can be redirected to when they click or interact with the Ad media.
Your campaign will be review by our Dedicated Staff memenbers. In case that a campaign is rejected, monatary funds will be put back to your Mainstream Media Accounts, and you will be notified of the events. Staff might leave a note with instruction and guidelines on how to Edit your campaign accordingly and resubmit for reviews. In case your campaign is accepted, you will be notified of the event, Mainstream Media will run your campaign Ads on it respectable assigned start date.
Mainstream Media Generate Dashboard and metrics for your campaign’s lifecycle states for your personal Data Analysis. Report can be used to enhanced your campaign for a more succefull and effective runs.
Campaign : An Ad campaign is a set of Advertisement grouped with single message, purpose and intentions in order to achieve a particuliar goal. A campaign might be created with a goal to increase brand awareness, Ads prepared for such campaign may encompass messages related to the organisation’s brandings.
Creatives : An Ad creative is the Ad medias that the user sees on the platform. Creatives can be images, videos and other media format accepted by the platform the Ad is being created.
Advertisement or Ad : Anything that draw attention towards an entities in order to increase awareness or desired actions about the said entities. Campaign may use multiple media such as images, video and etc... related to the Ad goal in order to increase the effective of the said Ad.
Budget : The value you set as the monatory amount you are willing to spend for your entire campaign’s running time ( Campaign’s lifetime ). If the campaign ends and there is funds left, the left over funds will be returned to the campaign Owner’s Mainstream Media account.
Impression : Evertyime an Ad is display to the target audience, Each view is count as an impression.
Cost Per Mille : Cost Per Thousand or COST PER MILLE or CPM is a term used to describe how much of the budget will be used per 1000 impressions. Everytime an Ad reach 1000 views or impressions, CPM is the amount used for the running of the 1000 impressions.
Required fields : Mandatory fields withing the form that need to be filled or answered.
Adding funds by card has been retired. CITNOW now uses CHK from your AOID wallet - your AOID identity is your login, and memberships and payments settle in CHK on-chain.