RallyAd terms & conditions

RALLYAD STANDARD ONLINE TERMS AND CONDITIONS

ALL PUBLISHERS MUST COMPLY COMPLETELY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. RALLYAD MEDIA INC. RESERVES THE RIGHT TO WITHHOLD SERVICES FROM ANY PUBLISHER (THE “USER”) THAT VIOLATES ANY OF OUR TERMS AND CONDITIONS.

This Agreement shall govern participation in the RallyAd Media Inc. (“RallyAd”) Program described herein between Rallyad with its office in Vancouver, British Columbia, Canada and the web publisher (the “User). By participating in the Program, the User will be deemed to have agreed to these Terms and Conditions. The term 'User' shall refer to any individual or entity who RallyAd accepts subject to completion of an online application form and who accepts the terms and conditions of this Agreement. The RallyAd Program is offered to the User by RallyAd, conditioned on the User’s acceptance without modification of the terms, conditions and notices contained herein.

Accepting the Terms and Conditions. The User can accept the Terms and Conditions by

(a). clicking to accept or agree to the Terms and Conditions, where this option is made available to the User by RallyAd in the user interface, or (b) by actually using the Program. In the case of

(b), the User understands and agrees that RallyAd will treat any use of the Program as acceptance of the Terms and Conditions from that point onwards. The User may not accept the Terms and Conditions if the User is not of legal age to form a binding contract with RallyAd, or if the User is a person barred from receiving the Services under the laws of Canada, United States or other countries including the country in which the User is resident or from which the User uses the RallyAd Program.

DEFINITIONS:

"Account" refers to the User and billing account for the Program.

“Ad Serving Technology” means the ad serving software and any and all upgrades thereof, which purpose is to facilitate the delivery of content to the User’s Web Site(s), including mobile web site(s).

“Ad Tag” means the RallyAd Ad Tag Code generated by RallyAd and installed on a web page, which is required for the delivery of advertising.

“Ad Tag Code” means the script generated by RallyAd for the delivery of advertising content.

“Confidential Information” means any information which is proprietary data, trade secrets and any other information disclosed by one party to the other in writing and marked “confidential” or disclosed orally and, within five (5) business days, reduced to writing and marked “confidential”.

"Customer Data" means the data concerning the characteristics and activities of visitors to the User’s website that is collected through use of the Program.

"Documentation" means any accompanying proprietary documentation made available to the User by RallyAd, including any documentation available online or otherwise.

"Page View" is the unit of measurement. A Page View is used when the Ad Tag is executed on a web page accessed by a visitor. A Page View will be incurred for each instance of the Ad Tag on the web page. For web pages that contain more than one Ad Tag a Page View will only be counted for one Ad Tag.

"Processing Software" means the RallyAd Software and any all upgrades to such, which analyzes the Customer Data and generates the Reports.

“Program” means the RallyAd publisher services

"Report" refers to the resulting analysis. The number of charts, graphs, and statistics contained in a Report vary by account.

"Servers" means the servers controlled by RallyAd upon which the Processing Software and Customer Data are stored.

"Site" means a single or a group of web pages that are linked to an Account and use Ad Tags from that account.

"Software" means the Processing Software.

“User” means the customer or publisher who has completed the Program Registration and has agreed to the Terms and Conditions of this Agreement.

PROGRAM TERMS AND CONDITIONS:

A. AD SERVING TECHNOLOGY AND PROCESSING SOFTWARE TECHNOLOGY:

No fee for Service. RallyAd provides its Ad Serving Technology and Processing Software technology to the User without charge and without Page View limitation.

Participation, Account and Security. RallyAd shall have absolute discretion as to whether or not it accepts a particular applicant or site for participation in the RallyAd Network.

1. The following are some examples (including but not limited to) of the type of sites that are not allowed to participate in RallyAd’s network:

Sites displaying child pornography or sites that contain links to such content
Sites displaying pornography or sites that contain links to such content
Libelous or defamatory sites
Sites containing or linking to software piracy
Software trading (warez) sites
Sites containing or linking to any forms of illegal activity (i.e., hacking, illegal downloads, etc.)
Sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm
Sites promoting any types of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
Sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam)
Sites promoting any types of illegal substance or paraphernalia or activity sites with illegal, false or deceptive investment advice and money-making opportunities
Sites that are under construction or incomplete
Sites with any types of content reasonable public consensus deems to be improper or inappropriate

It is the User’s sole responsibility to maintain acceptable content after their acceptance into the RallyAd Network. The User must notify RallyAd whenever the User’s content changes significantly.

Any violation of such acceptable content will result in immediate removal from the Network. The User’s account will be cancelled and any payment will be null and void.

2 The “User” may not artificially inflate traffic counts using (including but not limited to) any device, program or robot.

3. Each User may only hold one account with RallyAd. The User can have more than one URL in their account, each of which should be submitted for review.

4. Use of the Program requires the User to complete the RallyAd online application form. The User must provide RallyAd with current, complete and accurate information on the registration form. The User shall protect its passwords and take full responsibility for its own, and third party, use of its accounts. The User is solely responsible for any and all activities that occur under its Account. The User agrees to notify RallyAd immediately upon learning of any unauthorized use of the User’s Account or any other breach of security. From time to time, RallyAd’s support staff may log in to the User’s account under the User’s customer password in order to maintain or improve the service, including the need to provide the User assistance with technical or billing issues. The User hereby acknowledges and consents to such access.

Code Placement, Ad Tags. RallyAd Ad Tags MUST NOT be modified from original format. Ad Tags may only appear on URLs that RallyAd has reviewed and accepted for participation.

Ad Tags may not be placed on web sites that have not been authorized by RallyAd. In such an unlikely event, the account will be immediately removed from the RallyAd network.

RallyAd hereby grants the User a limited, revocable, non-exclusive license to install, copy and use the Ad Tag Code solely as necessary to use the Program for one or more web pages that the User owns and controls (collectively, the "Website"). Subject to the terms and conditions of this Agreement, the User may remotely access and view analytic reports stored at http://go.rallyad.net or other URL RallyAd may provide from time to time. The User’s license of, use of and access to the Software and the Program (which may include, without limitation, the Software, Documentation and the Reports) is conditioned upon the User’s compliance with the terms and conditions of the Agreement, including the following:

The User will not nor will it allow any third party to

(i) copy, modify, adapt, translate or otherwise create derivative works of the Software or the Documentation;

(ii) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source code of the Software, except as expressly permitted by the law in effect in the jurisdiction in which the User is located;

(iii) rent, lease, sell, assign or otherwise transfer rights in or to the Ad Tag, the Processing Software, the Documentation or the Program;

(iv) remove any proprietary notices or labels on the Software or placed by the Program; or

(v) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Program or the Software. The User will use the Software, Program and Reports solely for its own internal use, and will not make the Software or Program available for timesharing, application service provider or service bureau use. The User will comply with all applicable laws and regulations in its use of and access to the Documentation, Software, Program and Reports.

This license will terminate immediately if the User fails to comply with the terms of this Agreement. Upon such termination, the User must destroy all originals and copies of the Ad Tags in its possession and so certify in writing to RallyAd within three (3) business days of termination and cease any further use of the Program without the express written consent of RallyAd.

Data Reporting (Stats). RallyAd is the sole owner of all internet traffic data and reports collected by RallyAd and provided in its Ad Serving Technology and Processing Software. The User only has access to internet traffic data that is collected through RallyAd’s Ad Serving Technology and Processing Software.

As such, RallyAd may retain and use, subject to the terms of its Privacy Policy (located at www.rallyad.com, or such other URL as RallyAd may provide from time to time), information collected in the User’s use of the Program. RallyAd reserves the right to share information associated with the User with any third parties so long as RallyAd

(i) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of RallyAd, its User’s or the public;

(ii) provides such information in certain limited circumstances to third parties to carry out tasks on RallyAd's behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by RallyAd; or

(iii) provides such information as anonymized, non-identifiable information subject to RallyAd Privacy Policy regulations, which regulations will, at a minimum, be as restrictive as currently enacted privacy policy regulations in effect, for the purpose of monetizing this anonymous traffic data with third parties. When this is done, it is subject to agreements that oblige those parties to use and process such information according to RallyAd’s instructions and in compliance with this Agreement and appropriate confidentiality and security measures.

Privacy, Third Parties. If the User provides access to its Account or any portion thereof to any third party or uses the Program to collect information on behalf of any third party ("Third Party"), whether or not the User is authorized to do so by RallyAd, the terms of the subsequent section, Representations and Warranties shall apply to the User.

If the User uses the Program on behalf of any Third Party, the User represents and warrants that (a) it is authorized to act on behalf of, and bind to this Agreement, that Third Party, (b) as between the Third Party and the User, the Third Party agrees to assign ownership of the Customer Data to RallyAd in the applicable account, and (c) the User shall not disclose Third Party's Customer Data to any other party without the Third Party's consent.

The User shall ensure that each Third Party is bound by and abides by the terms of this Agreement. RallyAd make no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, the User shall take all measures necessary to disclaim any and all representations or warranties that may pertain to RallyAd, the Program, the Software or the Reports, or use thereof. The User agrees to indemnify, hold harmless and defend at the User’s expense, against any and all third-party claims, actions, proceedings, and suits brought against RallyAd or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by RallyAd, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to

(a) any representations and warranties made by the User concerning any aspect of the Program, the Software or Reports to Third Parties;

(b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to the User’s use of the Program, the Software or Reports;

(c) violations of the User’s obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Programs, the Software or Reports.

THE USER WILL NOT (AND WILL NOT ALLOW ANY THIRD PARTY TO) USE THE PROGRAM TO TRACK OR COLLECT PERSONALLY IDENTIFIABLE INFORMATION OF INTERNET USERS, NOR WILL THE USER (OR WILL THE USER ALLOW ANY THIRD PARTY TO) ASSOCIATE ANY DATA GATHERED FROM THE USER’S WEBSITE(S) (OR SUCH THIRD PARTIES’ WEBSITE(S)) WITH ANY PERSONALLY IDENTIFYING INFORMATION FROM ANY SOURCE AS PART OF THE USER’S USE (OR SUCH THIRD PARTIES’ USE) OF THE PROGRAM.

B. MOBILE PUBLISHER PROGRAM

In addition to complying with RallyAd Standard Online Terms and Conditions and Program policies, publishers wishing to participate in the mobile content must also comply with the following policies specific to mobile-compliant web pages.

Website Requirements. Web pages must be mobile-compliant.

Mobile Webpage Markup Languages:

wml (WAP 1.x.)
xhtml (WAP 2.0)
chtml (imode, etc.)
deck top application pre approved by RallyAd

Ad Placement and Behavior.

RallyAd ads displayed on a publisher's mobile-compliant webpage may not be modified or obscured in any way.
After a user clicks, display of the advertiser's landing page may not be interrupted or prevented in any way. For instance, publishers may not display their own interstitial pages before taking users to the advertiser's website.

C. ADDITIONAL TERMS FOR USER’S WHO ACCEPT ADVERTISING CONTENT FROM RALLYAD:

Advertising Content. The User may elect to utilize the advertising content offered by RallyAd in its Ad Serving Technology. Any advertising content provided by RallyAd, must be delivered by RallyAd’s Ad Serving Technology and Processing Software, and will be subject to the Payment Policy defined below.

Further, the User agrees to utilize RallyAd’s Ad Serving Technology and Processing Software for any advertising content the User has acquired directly through its own efforts, with the intent of delivering the advertising content onto its own website(s) or website(s) owned, manage or controlled by the User. Such revenue earned from advertising acquired directly by the User and served solely to such User through the RallyAd Ad Serving Technology and Processing Software shall be for the sole benefit of such User.

Should the User elect to offer its direct advertising to other members of the RallyAd advertising network, the User agrees to pay RallyAd an advertising commission, not to exceed 20% of gross advertising revenue, for the right to access the other members of the RallyAd network for the purpose of offering the User’s direct advertising to other network members.

Ad Placement. RallyAd offers a number of ad formats and advertising products on behalf of its advertisers. Users are encouraged to experiment with a variety of placements, provided the following policies are respected:

No RallyAd Media ads may be displayed in a pop-up or pop-under.
Elements on a page must not obscure any portion of the ads.
No RallyAd ads may be placed on any non-content-based pages.
No RallyAd ads may be placed on unauthorized web sites.

Fraud and Deception. Users agree to not artificially inflate traffic counts using any programs (including scripts), device, or other means. RallyAd will be auditing every User's traffic on a daily basis. Users that commit fraudulent activities, including but not limited to false impressions, will have their account permanently removed from RallyAd’s Network and will not be compensated for fraudulent traffic. Additionally, RallyAd reserves the right to register fraudulent Users in a global ad network fraud database, for usage by other ad networks. Excessive page reloading or any other abuse of our system could result in legal action.

Payment Policy. The User will be paid via check in US dollars ($US), thirty days (30) after the end of the month. Users will be paid at the account level. No payments will be issued for any amounts less than $50 US. Any payment that is unclaimed one (1) year after the issue date will not be compensated.

All unpaid earnings will roll over to the next pay period. All payments are based on actual as defined, accounted and audited by RallyAd. RallyAd reserves the absolute right not to issue payment to any accounts or Users that violate any of the terms and conditions set forth herein. If at any time, RallyAd determines that any terms and conditions have been violated and RallyAd elects to terminate its services to the User, RallyAd shall pay all earnings up to and including the date of termination.

Contact Information. To insure timely payment, Users are responsible for maintaining the correct contact and payment information such as account name, address, etc. This must be done using the User's account. Any and all bank/service fees associated with returned or cancelled payments due to any error in the User contact or payment information are User's responsibility, and will be deducted from re-payment.

D. OTHER TERMS AND CONDITIONS:

Removal From Network. In order to protect RallyAd clients from any forms of fraudulent actions, RallyAd may, at its sole discretion, terminate any accounts that it believes violates one of its rules or that has very low conversion ratios. RallyAd reserve the right to request server logs from Users for investigation. In the case of non-agreement between RallyAd and User, the decision of RallyAd stands as the final decision. Any accounts that have been cancelled due to fraudulent activities or due to the low conversion ratios will not receive payment. In cases where fraud has occurred and payment has already been made, RallyAd may, in addition to closing the account, take legal action against the User.

Users in violation of RallyAd's Terms and Conditions will be immediately deactivated. RallyAd may deactivate Users with no prior notification, though every effort will be made to notify the deactivated User via the e-mail address provided by the User.

Upon termination of a User from the RallyAd program, for any reasons and by either party, the User shall immediately remove the Ad Tag Code from all pages where the User had inserted such codes.

Term and Termination. Either party to the Agreement may terminate it at any time and for any reason.

Upon any termination or expiration of this Agreement, RallyAd will cease providing the Program, and the User will delete all copies of RallyAd’s Ad Tag Code from all Pages and certify thereto in writing to RallyAd within three (3) business days of such termination. In the event of termination by either party or both parties (a) the User will not be entitled to, if applicable, any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for any services rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the Initial Term will be immediately due and payable in full and (c) all of the User’s historical report data will no longer be available to the User unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination.

GENERAL TERMS AND CONDITIONS:

Confidentiality. Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order. In which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing such information. Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such. The User is responsible for safeguarding the confidentiality of its password(s) and user name(s) issued to the User by Rallyad, and for any use or misuse of the User’s account resulting from any third party using a password or user name issued to the User. The User agrees to immediately notify RallyAd of any unauthorized use of the User’s account or any other breach of security known to it.

Representations and Warranties. RallyAd represents and warrants that it has full power and authority to enter into this Agreement. RallyAd is not responsible for any content provided by third parties (including Advertisers). RallyAd and its licensors make no other warranty of any kinds, whether expressed, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular usage, and non-infringement. The User is solely responsible for any legal liabilities arising out of or relating to

(i) the content and other material set forth on its web sites and/or

(ii) any content or material to which viewers can link through the User’s web sites (other than through an advertisement supplied by RallyAd).

The information and services included in or available through the Program, including the Reports, may include inaccuracies or typographical errors. Changes are periodically added to the information herein. RallyAd and/or its respective suppliers may make improvements and/or changes in the Program or Software at any time, with or without notice. RallyAd does not represent or warrant that the Program will be uninterrupted or error-free, that defects will be corrected, or that the Program, the Ad Serving Technology, Processing Software or any other software on the Server are free of viruses or other harmful components. RallyAd does not warrant or represent that the use of the Program or the Reports will be correct, accurate, timely or otherwise reliable. The User specifically agrees that RallyAd shall not be responsible for unauthorized access to or alteration of the Customer Data or data from its Website.

THE PROGRAM, THE SOFTWARE AND REPORTS ARE PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY RALLYAD AND/OR ITS SUBSIDIARIES AND AFFILIATES, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE PROGRAM, THE SOFTWARE, THE DOCUMENTATION AND REPORTS, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. RALLYAD DOES NOT WARRANT THAT THE PROGRAM, THE SOFTWARE OR REPORTS WILL MEET THE USER’S NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE PROGRAM WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE CONSIDERATION FOR THE PROGRAM.

Damages. RALLYAD WILL NOT BE LIABLE TO USER OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST USE, OR LOST DATA COLLECTED THROUGH THE PROGRAM), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF RALLYAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO THE USER.

RallyAd's total cumulative liability to the User or any other party for any loss or damages resulting from any claims, demands, or actions arising out of or relating to this Agreement shall not exceed U.S. $500.

Limitation of Liability. Neither RallyAd nor its Customers will be subject to any liability whatsoever for:

Any failures to provide reference or access to all or any part of the Website due to systems failures or other technological failures of RallyAd.
Any failures caused by outages to any public Internet backbones, networks or servers.
Service interruptions for previously scheduled maintenance.
Delays in delivery and/or non-delivery of advertisement, including, without limitation, difficulties with a Customer or advertisement, difficulties with a third-party server, or electronic malfunction.
Any problems caused by the failures of the User’s equipment, systems or local access services.
Errors in content or omissions in any advertisement; and
Events beyond RallyAd's control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where RallyAd or the User’s servers are located or co-located.

Complete accuracy in all aspects of the User’s Statistics at all times also is not guaranteed.

Force Majeure. RallyAd shall not be in default or otherwise liable for any delay in or failure of its performance under these Terms and Conditions where such delay or failure arises by reason of any Act of God, or any government or governmental body, acts of war, the elements, strikes or labor disputes, or other cause beyond the control of RallyAd.

Indemnification. The User agrees to indemnify, hold harmless and defend RallyAd at the User’s expense, any and all third-party claims, actions, proceedings, and suits brought against RallyAd or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by RallyAd or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) the User’s breach of any term or condition of this Agreement, (ii) the User’s use of the Program, (iii) the User’s violations of applicable laws, rules or regulations in connection with the Program, or (iv) the User’s Brand Features. In such a case, RallyAd will provide the User with written notice of such claim, suit or action. The User shall cooperate as fully as reasonably required in the defense of any claim. RallyAd reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the User.

Public Release. The User shall not release any information regarding Campaigns, Creative, or the User’s relationship with RallyAd or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of RallyAd.

RallyAd shall have the right to reference and refer to RallyAd’s work for, and relationship with, User for marketing and promotional purposes, including use of the User’s name and logo on RallyAd’s web site. No press releases or general public announcements shall be made without the mutual agreement of RallyAd and User.

Audit. RallyAd shall have the sole responsibility for calculation of the User’s earnings, including Impressions and geographic statistics.

Privacy and Opt-out. User shall support RallyAd's commitment to protect the privacy of the online community; such commitment is set forth in RallyAd's Privacy Statement, which can be accessed on RallyAd’s web site at www.RallyAd.com.

Proprietary Rights Notice. The Program, which includes but is not limited to the Ad Serving Technology, Processing Software, the Ad Tag and all intellectual property rights in the Program are, and shall remain, the property of RallyAd. All rights in and to the Ad Serving Technology and the Processing Software not expressly granted to the User in this Agreement are hereby expressly reserved and retained by RallyAd and its licensors without restriction, including, without limitation, RallyAd's right to sole ownership of the Ad Serving Technology, Processing Software and documentation. Without limiting the generality of the foregoing, the User agrees not to (and to not allow any third party to):

(a) sublicense, distribute, or use the Program outside of the scope of the License granted herein;

(b) copy, modify, adapt, translate, prepare derivative works from, reverse engineer, disassemble, or decompile the Ad Serving Technology and Processing Software or otherwise attempt to discover any source code or trade secrets related to the Program;

(c) monetize or attempt to monetize internet traffic data from information resulting from the use of the Ad Serving Technology or the Processing Software;

(d) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Program for any purpose without the express written consent of RallyAd;

(e) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with RallyAd other than in the name of RallyAd; or

(f) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Program.

Modifications to Terms and Conditions and Other Policies. RallyAd reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Program, at any time without notice, by posting the new agreement to the site located at www.rallyad.com (or such other URL as RallyAd may provide). The User is responsible for regularly reviewing the policy and complying with any changes to the terms and conditions within 10 days of the date of change. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of RallyAd, (ii) the User accepts updated terms online, or (iii) the User continue to use the Program after RallyAd has posted updates to the Agreement or to any policy governing the Program.

Minimum Age Requirements. No person under the age of 18 is allowed to participate in our program unless written permission from a parent or legal guardian, notarized, signed, dated, and returned to RallyAd.

Jurisdiction of Governance. This Agreement shall be construed and enforced in accordance with the laws of British Columbia and the applicable laws of Canada applicable therein, without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and British Columbia law, rules, and regulations, British Columbia law, rules and regulations shall prevail and govern.

Miscellaneous; Applicable Law and Venue. RallyAd shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between RallyAd and the User concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. A waiver of any default is not a waiver of any subsequent default. The User may not assign or otherwise transfer any of its rights hereunder without RallyAd's prior written consent, and any such attempt is void. The relationship between RallyAd and the User is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.