THESE TERMS AND CONDITIONS shall apply to each and every occasion on which Capptive Markets. agrees to broadcast a commercial advertisement (each, an “Advertisement”) for a person, firm or corporation (“Advertiser”) on the Google Adwords for video – YouTube system. By purchasing time for an Advertisement, the Purchaser (as defined below) agrees to the terms hereof (“Agreement”).

1. AGREEMENT AND INTERPRETATION

1.1  It is understood and agreed that, where an agency (“Agency”), authorized to act for this purpose on behalf of an Advertiser, purchases time for an Advertisement, each of the Advertiser and the Agency shall be jointly and severally obligated and liable to Capptive Markets under this Agreement and, for greater certainty, where it is the Agency contracting directly with Capptive Markets, the Agency is acting on its own behalf and on behalf of Advertiser. It is further understood and agreed that the identification by the Agency of the particular Advertiser for whom it wishes to purchase time for an Advertisement, shall constitute a representation by the Agency that it has the authority to act on behalf and contractually bind that particular Advertiser and shall further constitute notice to Capptive Markets that the Agreement is between both the Agency and that particular Advertiser. The term “Purchaser” shall be understood to mean and include, jointly and severally, both the Agency and the particular Advertiser to which that Advertisement, Booking Confirmation, obligation and/or undertaking relates; and, in the case of an Advertiser contracting directly with Capptive Markets without an agency, “Purchaser” shall refer to the Advertiser.

1.2 Capptive Markets agrees to perform its obligations pursuant to this Agreement by causing the Adwords system(s) to broadcast Advertisements in accordance with the Advertising Agreement and the terms and conditions hereof (the “Services”).

2. PAYMENT

2.1 Amounts invoiced shall be in Canadian dollars, subject to all applicable taxes. The Purchaser hereby agrees to pay and be liable for the payment of all invoiced amounts in accordance with the terms and conditions of this Agreement.

2.2 Amounts invoiced shall be payable immediately. Amounts that remain unpaid for longer than thirty (30) days from the date of invoice shall be subject to interest at the rate of two percent (2%) per month (twenty-six-point-eight percent (26.8%) per annum), compounded monthly. Any NSF cheques will be charged daily interest until the amount has been received, as well as administration fee of $100 plus $50.00 for any cheques that were returned because of said NSF cheque. Any discrepancies must be noted in writing to Capptive Markets no later than twenty (20) days of receipt of invoice and, failing such notice, the Purchaser shall be deemed to have agreed to and approved the invoice. In all cases, the date of payment shall be deemed material and, unless otherwise stipulated in this Agreement, the date of payment shall be deemed to be: (a) if by cheque, the postmark date on the envelope properly addressed to Capptive Markets; and (b) if by wire transfer, the date on which payment is actually received in full in the bank account specified by Capptive Markets for such payment.

2.3 The Agency and the Advertiser agree that Capptive Markets may conduct credit inquiries on each of them: (a) at any time, when in the opinion of Capptive Markets there are other grounds for questioning the creditworthiness of either of them; and/or (b) in the event that any amount owed to Capptive Markets has not been paid in its entirety within thirty (30) days from the date of invoice. The Agency and the Advertiser hereby authorize any third party to convey to Capptive Markets, on request, any information about them, financial or otherwise, that is material to any such inquiry. In the event that Keyframe determines, in its sole discretion, that the credit of either the Agency or any Advertiser is not satisfactory, Capptive Markets shall have the right in its absolute discretion to change the requirements as to the terms of payment for the provision of further Services pursuant to this agreement.

3. TERMINATION AND CANCELLATION

3.1  Any Booking made under this Agreement may be cancelled upon no less than four full Broadcast Weeks’ written notice by either party to the other, provided that, if the cancellation is by the Purchaser, no cancellation of a Booking shall be effective unless and until the Advertisement(s) booked under that Booking have been broadcast for at least four Broadcast Weeks.

4. DISRUPTION

4.1 Capptive Markets shall not be liable for any damages, losses, costs, or expenses of any kind suffered by the Purchaser directly or indirectly as a result of the substitution, interruption, postponement, or inability or omission to broadcast any advertisements. Capptive Markets shall not be liable for any cancellation of service caused directly or indirectly by Google and or YouTube.

5. GENERAL

5.1 This Agreement and all Advertising Agreements made pursuant to it are subject to all terms of licenses held by the parties hereto, all applicable federal, provincial and municipal laws, all regulations of the CRTC in force from time to time, and all other laws or regulations, applicable now or in the future, of industry or regulatory bodies with competent jurisdiction in relation to broadcasting undertakings and/or their licensees.

5.2 Capptive Markets reserves the right to modify these Standard Terms and Conditions at any time and from time to time by posting revised Standard Terms and Conditions on its applicable website.

5.3 Failure of any party to enforce any of the provisions of this Agreement with respect to the breach of any such provision shall not be deemed or construed as a general waiver of that party’s rights in relation to that provision.

5.4 Unless otherwise stated herein, all notices provided hereunder shall be in writing and shall be given either by courier, mail, faxed, or e-mail (read receipt requested), addressed to Capptive Markets, the Agency, or the Advertiser, as the case may be, at the addresses shown on the face of the Booking Confirmation to which the notice relates (or, if in relation to this Agreement generally, at the addresses shown on the face of the then-most recent Booking Confirmation made pursuant hereto). Any such notice shall be deemed to have been received: (a) if delivered, on the day on which it was delivered; (b) if mailed, forty-eight (48) hours after it was posted; (c) if faxed, on the later of the date shown on the transmission receipt (if any) generated by the sender’s fax machine or twenty-four (24) hours after it was faxed, in the absence of actual evidence of receipt on a different date; and (d) if e-mailed, on the later of the date shown on the read receipt generated by the recipient’s computer or twenty-four (24) hours after it was emailed, in the absence of actual evidence of receipt on a different date.

5.5 If any covenant or provision of this Agreement is determined to be void or unenforceable, in whole or in part, it shall be severable from, and shall be deemed not to affect or impair the validity of, any other covenant or provision hereof.

5.6 This Agreement shall be governed by the laws of Ontario and the federal laws of Canada. The parties hereby attorn irrevocably to the exclusive jurisdiction of the courts of Ontario.

5.7 This Agreement is the entire agreement between the parties relating to the subject matter hereof and, other than as contemplated expressly herein, no changes or modifications of any of its terms or provisions shall be effective unless made in writing signed by a senior executive officer of Capptive Markets.