FundPage Ads Agreement

Important! Please read.

It is important that you read, understand, and agree to this entire document, as it creates a binding contract between you and FundPage ("FundPage" or "us" or "we"). These terms and conditions define and limit your rights and responsibilities in using FundPage 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.

User Agreement

In addition this Agreement, the standard FundPage User Agreement, and those documents which it references, including by not limited to the FundPage Privacy Policy and Copyright Policy, applies to your use of the FundPage Ads service. To the extent there is any conflict between this Agreement and any of the provisions in the standard FundPage User Agreement with respect to your use of the FundPage Ads service, this Agreement shall control but only to extent of such conflict.

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. Use of any automated agents ("bots"), scripts or other devices or means to purchase advertising through FundPage Ads is prohibited without FundPage's express written permission in each instance. You may not resell or transfer access to FundPage 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 FundPage Ads is subject to the FundPage Advertising Guidelines. Because we may revise the FundPage 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 FundPage Advertising Guidelines from time to time to review the current version.

You agree not to use FundPage 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.

FundPage 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 FundPage to serve the advertisement, including, without limitation, any copyrighted material, trademarks, service marks, logos or slogans; and the use, transmission or display by FundPage of the advertisement as authorized herein will not violate the rights of any third parties.

Targeting

FundPage Ads advertisements will be shown to FundPage members based on non-personally identifiable profile data of the viewing members. This profile data is either provided by the member or algorithmically determined by data provided by the member. FundPage does not verify the accuracy of member-generated content on the site and, as such, is not liable for any advertisement that was shown to members based on inaccurate profile data or data algorithmically generated.

Member profile data will never be provided to you through your use of FundPage Ads, and you agree that you will not attempt to acquire any such member profile data through any means. Members 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 either: (i) grant FundPage the right to regularly charge the credit card you have provided in your account information as means of satisfying the fees you owe; or (ii) agree to pay invoices for the fees you owe net 30 from the date of invoice (to qualify for invoicing, you must spend at least $3,000 per month for two consecutive months and have an established credit history with FundPage). FundPage may terminate this invoicing ability unilaterally at its discretion.

Payment intervals will be determined by FundPage and posted in the Ads information section. Your fees will be owed in the currency indicated by us. 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). You also are responsible for paying (a) all taxes and government charges that we must levy on your fees for advertising, and (b) reasonable expenses and attorneys fees we incur collecting late amounts.

FundPage reserves the right to change which credit cards or invoiced customers it accepts in 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.

If FundPage charges you an initial one-time fee, it will be applied toward your Ads account and automatically applied toward your future advertising fees.

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

FundPage reserves the unilateral right to remove any or all active ads if there is an amount owed under this Supplement that is past due by more than fifteen (15) days.

Cancellation

You may cancel your advertisement at any time after its submission by accessing the online Ads service and following the cancellation instructions provided. FundPage will endeavor to cease serving your advertisement promptly following your cancellation. You shall be required to pay for those impressions and/or clicks, as applicable, which occur prior to discontinuation of your advertisement.

Removal of Advertisements by FundPage: FundPage reserves the right to remove any advertisement at any time, with cause due to a violation of FundPage's User Agreement, FundPage's Advertising Guidelines, this Agreement, or any other agreement between you and FundPage. As a consequence of your violation of any of the aforementioned agreements, FundPage may, at its sole discretion, prohibit you from any further participation in the FundPage Ads service and any other service or program offered by FundPage, or suspend or remove your FundPage account. FundPage may undertake technical measures in furtherance of such prohibition.

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

In addition, your advertisements may be removed if FundPage, in 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

FundPage does not guarantee the results or distribution of any advertisement in any manner. FundPage 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 FundPage Ads. FundPage provides no guarantee or warranty regarding the placement, delivery, timing, or performance of advertisements purchased through FundPage Ads. FundPage does not screen or attempt to verify the accuracy of any information on the FundPage site or in the member profiles, and, as such, does not guarantee the identity or personal information of the individuals who will view the advertisements you purchase through FundPage Ads.

Non-Exclusive

This contract is not exclusive as to your business, products or services. FundPage 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 FundPage 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 FundPage (collectively, "FundPage 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 FundPage 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 FundPage Intellectual Property Rights, except with the express consent of FundPage. Any unauthorized attempt to modify any FundPage Intellectual Property Rights, to defeat or circumvent our security features, or to utilize the FundPage Ads service or any part of the FundPage 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 FundPage Intellectual Property Rights. You are granting FundPage 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 FundPage Ads service. You are also, by creating an advertisement, granting FundPage 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 FundPage, unless requested otherwise in writing to FundPage's customer service department. FundPage shall also have the non-exclusive, fully-paid up and royalty free, perpetual right to use any advertisements placed through the FundPage Ads service, and the name, trademarks and logos of any person or company on whose behalf a placement has been made, in connection with FundPage's promotion of the service.

Limitation of Liability

SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

Neither FundPage Inc. nor any of its subsidiaries, affiliated companies, employees, shareholders, or directors ("FundPage Affiliates") shall be liable for (1) any damages in excess of one times the most recent monthly fees that you paid for your Ads account, if any, or $100, whichever amount is greater, 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 FundPage is aware or has been advised of the possibility of such damages. The limitation of liability set forth in the preceding sentence shall:

Indemnification

Notwithstanding any review or approval of any advertisement by FundPage, you agree to indemnify FundPage and the FundPage Affiliates, and hold FundPage and the FundPage Affiliates 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 FundPage or c) any activity in which you engage on or through the FundPage.

Disclaimer of Warranties

SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO YOU.

DO NOT RELY ON FUNDPAGE ADS, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE FUNDPAGE 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 FUNDPAGE 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 FUNDPAGE ADS SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED AS PART OF THE FUNDPAGE ADS SERVICE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED TO US SUCH MATERIAL, SERVICE, OR TECHNOLOGY.

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

FUNDPAGE DOES NOT GUARANTEE THAT THE FUNDPAGE 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. FUNDPAGE DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, FUNDPAGE DISCLAIMS ALL LIABILITY FOR ANY MISFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE FUNDPAGE 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 FUNDPAGE. UNDER NO CIRCUMSTANCES WILL FUNDPAGE BE LIABLE FOR ANY DAMAGES TO YOU, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE FUNDPAGE ADS SERVICE.

Non-Waiver; Sever-ability

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 FundPage. The remedies of FundPage 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, FundPage shall not be liable to you if it is not able to post the advertisement or FundPage 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.

Copyright and Content Complaints

We respect the intellectual property of others, and we ask our users to do the same, including your use of the Ads service. Regarding copyright infringement complaints, please contact CustomerService@FundPage.com.

Interpretation

You agree that FundPage 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 Ontario, including all matters of construction, validity, performance and enforcement.

Miscellaneous

No agency, partnership, joint venture, or employment relationship is created between you and FundPage 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 FundPage 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.