Terms of Service

 

Welcome to Admakx Digital Inc's terms of service! By using our services, you agree to the following terms and conditions:

**Standard Terms and Conditions**
1. **Definitions.** The following terms have the following meanings:

- **"Above-The-Fold"** means the web page area viewable at 1024 X 768 resolution without scrolling or changing default browser configuration.
  
- **"Affiliate"** means a natural person or legal entity directly or indirectly, controlling, controlled by, or under common control with a party.
  
- **"Algorithmic Search Results"** means those Web Search Results that are algorithmic non-paid web search results (including images, videos, and other verticals) provided through the Services.
  
- **"Company Implementation"** means how Company (also called Publisher in the Insertion Order) is authorized to access and use the Services as set forth in an approved SPAF.
  
- **"Company Website"** means any website(s) or domain name(s) owned or operated by or on behalf of Company or its Affiliates and identified in a SPAF (Search Provider Approval Form).
  
- **"Downloadable Application"** means any downloadable or Internet-accessible application.
  
- **"Guidelines"** means any guidelines, policies, implementation documentation, manuals, and other information made available by Admakx, as they may be provided and updated by Admakx from time to time, including the guidelines and policies available through the Admakx Policy Portal.
  
- **"Admakx Technology"** means (i) the algorithms, processes, software (both source and object code), and other technology and related documentation used by Admakx to develop, maintain, and provide the Services; (ii) the Admakx Websites; and (iii) all Intellectual Property Rights related to (i) and (ii).
  
- **"Admakx Websites"** means website(s) owned or operated by or for Admakx or its Affiliates and identified in a SPAF.
  
- **"Intellectual Property Rights"** means any patent, copyright, Trademark, trade secret, trade dress, moral right, right of attribution or integrity, or other intellectual, property, or proprietary rights arising under the laws of any jurisdiction, including all claims and causes of action for infringement, misappropriation, or violation and all rights in any registrations and renewals.
  
- **"Invalid Traffic"** means submissions, queries, or other requests for content, information, or data not resulting from a User with a genuine interest or intent to make such requests, including submissions made by (i) Users incented to take such action; (ii) automated means, including submissions resulting from a "denial of service" or 'bot attack; and (iii) any other means that are not a genuine instance of a User submitting a Query as determined by Admakx or its Search Providers.
  
- **"Launch Date"** means the date Company is authorized to commercially use the Services.
  
- **"Meta-Search"** means the Admakx search service that receives Queries and obtains, generates, and delivers Web Search Results.
  
- **"Net Revenue" or "Net Paid Search Revenues"** means the gross cash revenues earned by Admakx from Paid Clicks, minus Algorithmic Search Results costs, AdBlock Program related fees, applicable taxes, serving fees, commissions, infrastructure fees, optimization fees, ad agency fee, data fee, creative service fee, rich media fee, taxes, operational costs or other fees.
  
- **"Paid Click"** means when a User clicks on a Paid Search Result. Paid Clicks do not include clicks generated from: (i) Users directly or indirectly incented to submit queries or click on search results; (ii) an automated function, including by a ‘bot or software; (iii) unsolicited e-mail; and (iv) any other means that are not a genuine instance of a User clicking on a Paid Search Result as determined by Admakx or its Search Providers.
  
- **"Paid Search Results"** means those Web Search Results for which Admakx is monetarily compensated on a "pay per click" basis from its Search Providers.
  
- **"Query"** means each instance a User with the genuine intention to search uses a Search Link to submit a bona fide request for content, information, or data to Admakx under this Agreement.
  
- **"Results Page"** means any web page that displays one or more Search Results.
  
- **"Search Link"** means a search link or text box that allows a User to submit a Query and directly links the User to the corresponding Results Page.
  
- **"Search Provider"** means an Admakx third-party content provider.
  
- **"Search Results"** means the content, information, and data provided by Admakx or Search Provider in response to a Query, including Web Search Results and other results (e.g. image, audio, news, etc.).
  
- **"Services"** means the Admakx search-related services selected by Company in the Services section on the Agreement cover page.
  
- **"Taxes"** means any taxes, duties, levies, fees, charges or other similar assessments or liabilities imposed by any local, state, federal or foreign governmental body or agency, or any subdivision or instrumentality, including any interest, fines and penalties relating thereto.
  
- **"Term"** means the Initial Term and any renewal terms.
  
- **"Third Party Website(s)"** means any websites(s) or domain name(s) owned or operated by or on behalf of any non-Affiliated third party.
  
- **"Trademarks"** means any trademarks, service marks, trade dress, trade names, corporate names, proprietary logos or indicia and other source or business identifiers.
  
- **"User"** means a human end user of the Services through a Company Implementation.
  
- **"User Information"** means all information collected from or attributable to a User, including, but not limited to, personally identifiable information.
  
- **"Web Search Results"** means the Web search information and results generated by Meta-Search in response to a Query.

 

**2. Implementation and Provision of Services.**
2.1 **Implementation of Services.** Company shall implement the Services as set forth in the Company Implementation, and on each such implementation of the Services, Company shall include Search Links and allow Users to submit Queries. For Hosted Services, in response to a Query, Admakx will provide the Search Results on a Results Page hosted by Admakx. For CSR – JavaScript Feed Services, in response to a Query, Admakx will send Search Results to Company through a CSR – JavaScript Feed for Company to display on a Results Page hosted by Company. For JavaScript Feed Services, in response to a Query, Admakx will provide Search Results through a JavaScript Feed for Company to display on a Results Page hosted by Company. For Redirect Services, in response to a Query, Admakx will redirect the User to a Results Page with Search Results hosted by a Search Provider.

2.2 **Display of Results.** Unless otherwise set forth in the Company Implementation, (i) the first five Web Search Results in the Search Results must be displayed Above-The-Fold on the initial Results Pages; (ii) all Search Results must be displayed as an entire, single unit; (iii) no other paid or sponsored search results or other advertisements may be displayed on the Results Pages; (iv) all Search Results must include any logos or attribution as required by Admakx and all Paid Search Results must be clearly identified as paid or sponsored search results; and (v) each Results Page must include a clearly visible section or link to a web page disclosing inclusion of paid or sponsored search results as required by law. The parties will cooperate and use commercially reasonable efforts to format, design, and develop the graphical user interface of the Results Pages and any page with a Search Link and maximize revenue; provided Admakx reserves the final right of approval over the display and functionality of the Search Results. This Section 2.2 does not apply for Redirect Services.

2.3 **Search Content.** The Services may include content from one or more Search Providers, and a Search Provider's prior and continuous approval may be a condition to the rights granted to Company under this Agreement regarding that Search Provider's content. Admakx does not guarantee that a certain Search Provider's content will be provided through the Services. Admakx reserves the right to remove content from a Search Provider from the Services in its sole discretion and without notice or liability to Company.

2.4 **Guidelines.** Company shall at all times comply with the Guidelines.

 

**3. Other Applications/Implementations.**
3.1 **Additional Implementations.** Except as set forth in the Company Implementation, Company shall not access, use, distribute, or provide to anybody the Services, whether on or through a Company Website, Downloadable Application, Third Party Website, contextual search or other User activity, or otherwise transmit or allow third parties to transmit Queries to Admakx or display Search Results.

3.2 **Admakx Approval.** For the Company Implementation, Company must complete a SPAF and provide Admakx with a mock-up of the requested implementation that shows, with reasonable detail and clarity, the features, functionalities, results pages, and other information concerning the implementation that Admakx may reasonably request. SPAFs must be approved in writing signed by the CEO, Head of Ad Operations or other senior Admakx executive and may be conditioned or withheld in Admakx’s sole and absolute discretion. Notwithstanding anything else in this Agreement to the contrary, no review, approval, or authorization of Admakx regarding any other implementation or other use of the Services is or shall be construed as an acceptance, consent, or waiver of the limitations, restrictions, or obligations in this Agreement.

3.3 **Downloadable Applications.** Any access or use of the Services from a Downloadable Application must comply with the Downloadable Application Guidelines.

3.4 **Third Party Websites.** Each Third Party Website accessing or using the Services must be approved in a SPAF as provided in Section 3.2. As a condition of any such approval, Company shall enter into a written agreement with the third party that requires the third party to comply with this Agreement as if the third party was the Company and any additional terms and conditions in the SPAF. Admakx may require such third party to enter into a written agreement with Admakx for the provision of the Services. Under no circumstances may Company copy, reproduce, transmit, publish, display, re-sell, sublicense or otherwise distribute, provide access to or use of the Services to any third party. Nothing in this Agreement requires and under no circumstances shall Admakx have any obligation to share revenue with or make payments of any kind to any such third party.

 

**4. Grant of Rights; Reservation.**
4.1 **Admakx Grant.** Subject to the terms and conditions of this Agreement, Admakx grants the Company a limited, revocable (upon termination or expiration of this Agreement), non-exclusive, non-transferable right during the Term:

(i) to display Search Links, the Admakx Trademarks and other Admakx-supplied content and hypertext links (whether in graphical, text or other format) on the Company Websites to allow Users to access mutually agreed locations on the Admakx Websites as expressly set forth in and approved as part of the Company Implementation;

(ii) to transmit Queries to Admakx and link Users to Results Pages;

(iii) if a CSR – JavaScript Feed is provided, to receive, host, reproduce and display to a User on Results Pages hosted by Company the Search Results in response to the User’s Query; and

(iv) to use, reproduce, publish, and display the Admakx Trademarks in the design, development and publication of promotional and marketing materials about Company, subject to Admakx’s prior review and written approval. Under no circumstances may Company cache any Search Results or other licensed materials, except to maintain and format Search Results provided via a CSR – JavaScript Feed during an individual User session.

4.2 **Company Grant.** Subject to the terms and conditions of this Agreement, Company grants Admakx a limited, revocable (upon termination or expiration of this Agreement), non-exclusive, non-transferable right during the Term to use, reproduce, publish and display the Company Trademarks and other Company-supplied content and hypertext links (whether in graphical, text or other format):

(i) as part of the design, development, publication and display of the Results Page and any page on which a User may submit a Query and as otherwise necessary to provide the Services and fulfill Admakx’s obligations; and

(ii) for the design, development, and publication of promotional and marketing materials about Admakx, subject to Company’s prior review and written approval.

4.3 **Reservation.** Except as otherwise provided in the Agreement, Admakx owns and retains all right, title and interest in the Services, and each party retains all right, title and interest in each party’s respective Trademarks, website(s) and technology (including all content, data, domain names, user interfaces, "look and feel," materials and associated technology, other than any content, material or technology provided by the other party pursuant to this Agreement), and all Intellectual Property Rights associated with any of the foregoing. Except to perform its obligations under this Agreement, Admakx makes no claim of any right, title, or interest in or to User Information collected by Company under this Agreement. Neither party shall use or exploit the other party’s Trademarks except for the limited, express purposes set forth above and only to the extent and in such manner as set forth in the Company Implementation or as the other party may otherwise consent to in writing, which consent shall not be unreasonably withheld or delayed. Either party may revoke or modify any such consent upon written notice to the other party. All goodwill arising out of any Trademark use inures solely to the benefit of the owner of the Trademark.

4.4 **Rights Notices.** The Services may contain Intellectual Property Rights notices and Company agrees not to remove, alter, obscure or in any manner interfere with the placement and display of such notices. Nothing in this Agreement grants Company the right and Company will not, under any circumstances, display or otherwise use the name, logos or other Trademarks of any Admakx Search Provider without such Search Provider’s prior written consent, except and only to the limited extent that Company hosts any Results Pages and any such names, logos or Trademarks are provided by Admakx and contained in the Search Results for display on such pages.

4.5 **Publicity.** Neither party shall issue publicity or general marketing communications concerning this Agreement or the parties' relationship without the other party's prior written consent, except as required by law.

 

**5. Limitations and Restrictions.**
5.1 **Restrictions.** Except as set forth in Section 4.1 and the Company Implementation, Company has no right, and may not grant or allow any other person the right, to copy, reproduce, publish, display, transfer, sell, re-sell, license, sub-license, lease, lend or otherwise access, distribute or use all or any portion of the Services. Without limiting the generality of the foregoing, Company shall not:

(a) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, reverse translate, disassemble or otherwise decode or attempt to derive source code from the Admakx Technology;

(b) transmit any Queries from or display any Search Results to any third party other than a User;

(c) edit, modify, filter or otherwise alter, whether individually or in the aggregate, any Queries;

(d) edit, modify, re-order, interlineate or otherwise alter in any manner the Search Results as provided by Admakx;

(e) minimize, block, frame or otherwise alter or inhibit the full and complete display of any Search Results or Results Page and any other Web pages accessed by clicking on hypertext links on a Results Page;

(f) redirect a User away from, provide a different version of, or intersperse any content between (including through pop-ups, pop-unders, take-overs, exit windows or other means) the Search Results on a Results Page and the Web page and other content a User may access by clicking on any links or other content included thereon;

(g) directly or indirectly generate or transmit Queries, impressions or clicks on content (i) through any artificial, mechanical, electronic data mining or similar automated means, including click spam, robots, macro programs and Internet agents; (ii) through any deceptive, malicious or other fraudulent means; or (iii) by directly or indirectly offering or providing Users payment or other incentives to Query, view or click on the Services;

(h) access or use the Services in any manner that (i) violates any law, rule or regulation; (ii) violates the rights of any third party, including the terms and conditions under which any Search Provider provides their services to Admakx; (iii) may otherwise subject Admakx, its Affiliates or its Search Providers to any civil or criminal penalty, cause of action or disparagement or devaluation of company or brand; or (iv) that provides Search Results to any website, group of sites or Downloadable Application that contains any pornographic, hate-related or excessively violent or obscene content or materials or encourages conduct that would constitute a criminal offense or violate any law; or

(i) enter into any arrangement or agreement under which Company resells all or any portion of the Services to any third party, unless expressly authorized in advance by Admakx in writing. Admakx reserves the right to update or add to the Guidelines at any time. Company shall comply with the changes in the Guidelines within in the time required by Admakx.

5.2 **Rights Upon Violation.** If access or use of the Services violates Section 5.1 or the Guidelines, Admakx may block, modify, restrict, suspend or immediately terminate the provision or use of all or part of the Services, or the terms and conditions under which they are provided.

5.3 **Economic Changes.** If Admakx determines that changes related to its Search Provider relationships make it economically infeasible to continue to pay the revenue share amounts under this Agreement, Admakx may adjust the revenue share amounts by providing Company with 60 days’ advance written notice of such adjustment and related terms. If Company is not able or does not desire to continue to receive the Services under the changes required under this section, Company may terminate this Agreement by providing Admakx with written notice of termination during the change notice period.

 

**6. Updates; Accessibility.**
6.1 **Updates.** From time to time, Admakx may implement bug fixes, updates, and revisions to the Services (collectively, "Updates"). To the extent necessary and upon request, Company shall implement Updates and provide Admakx with reasonable assistance in identifying any bugs or errors identified through Company’s access or use of the Services.

6.2 **Accessibility.** Each party will use commercially reasonable efforts to maintain industry standard accessibility and uptime of its websites. Admakx will use commercially reasonable efforts to restrict maintenance activities requiring system downtime to off-peak hours between 10pm-4am Pacific Standard Time.

 

**7. Privacy Policy.** Company shall have and comply with a written privacy policy that communicates to Users with reasonable clarity and detail any collection, maintenance and use of User Information by Company or any third parties through the Company Websites or other Company Implementation, including that third parties such as Admakx may anonymously track User’s activity in connection with their use of the Services. Company’s privacy policy must follow industry standards and comply with all laws, rules and regulations of each jurisdiction in which Company uses the Services. Company will conspicuously display a hypertext link to Company’s privacy policy on each Results Page and any page on which a User may submit a Query.

**8. Payment; Reports.**
8.1 **Payment.** Admakx will reconcile and pay Company all revenue share payments within 45 days after the end of the calendar month in which the revenues are earned. With each payment, Admakx will provide Company a report setting forth the amounts payable to Company. If Admakx's Search Providers subsequently adjust revenue previously earned by Admakx, Company will be responsible for and Admakx will make such adjustment in the next payment period. Invoices are to be submitted by the Distributor following the completion of the month. Payment shall be on a net+50 basis from the date a proper invoice was received. Each party is solely and separately responsible for its own taxes, fees, or other levies. 

Payment will be based on actual revenues received by Admakx from the advertiser and/or Search Feed activity under this Agreement. Any applicable Google / Yahoo / Bing fees, including without limitation the product ads fee, or any other payment deducted by Yahoo! / Google / Bing, shall be deducted from payment to the company. Admakx reserves the right to withhold any payment if the company (i) breaches the Agreement, or (ii) engages in any Prohibited or Fraudulent Activity, as defined herein. Admakx may offset payments, by any amounts, company owes to Admakx, including previous overpayments, any refunds that are payable to Yahoo!, Google and/or Bing due to fraudulent clicks, prohibited activity, violation of the terms of this Agreement, violation of any of Yahoo!, Google and/or Bing terms, and/or any other reason (“Company Actions”).  In the event that the Admakx is fined by Yahoo!, Google and/or Bing or excluded from any revenue due to Company Actions, company will indemnify Admakx and pay Admakx for such amounts within 30 days of the day Admakx sends a request in writing over email or skype. All payment obligations accruing prior to the termination date shall survive until fully performed.

All amounts payable under this Agreement are denominated in US dollars and/or Canadian dollars.

8.2 **Click and Query Information.** Each Query must contain any identification tags provided for the Company Implementations and the User IP addresses, agent and related query string information. Company shall collect and maintain records regarding its access to and use of the Services and provide Admakx with copies of such records if requested by Admakx. Admakx shall provide Company with a user name and password to allow Company to remotely access, in electronic form via a designated online interface, information maintained by Admakx concerning the estimated number of Queries, clicks and Paid Clicks. Company acknowledges that the information provided via the online interface and other interim reporting, including the number of Paid Clicks, are gross estimates only and subject to adjustment for actual activity and verification of Paid Clicks.
8.3 **Audit Rights.** Once every 12 months, a party may, at its own expense and upon 10 days advance written notice, have a nationally-recognized independent auditor, mutually agreed upon by both parties, such agreement not to be unreasonably withheld, inspect the books and records of the other party necessary to verify

(i) regarding Company, Company’s use of the Services complies with the Agreement; and

(ii) regarding Admakx, the amounts owed to Company under this Agreement. Where possible, audits will be conducted without interfering with the ordinary business operations of the other party. Before accessing the party’s records, any independent auditor shall execute a nondisclosure agreement reasonably agreeable to the auditor and both parties. If any audit reveals an over or underpayment, the appropriate party will pay the difference disclosed by such audit within 30 days of notice of such determination and, if the difference is 10% or more of all payments made during the audit period and the party owed the difference initiated the audit, the party that owes the difference shall reimburse the other party for its reasonable expenses of the audit.

 

**9. Termination.**
9.1 **Termination.** Either party may terminate this Agreement upon 30 days’ advance written notice to the other party of any material breach by such other party, provided that such other party has not cured such material breach within such 30 day period, or upon written notice to the other party on the following grounds:

(a) either party goes into voluntary or involuntary liquidation;

(b) either party is declared insolvent either in bankruptcy proceedings or other legal proceedings;

(c) an agreement with creditors has been reached by either party due to its failure or inability to pay its debts as they fall due; or

(d) a receiver is appointed in a bankruptcy proceeding over the whole or part of either party’s business. Admakx may also terminate this Agreement upon written notice to Company if (i) Company breaches Sections 3, 4 or 5; (ii) Net Paid Search Revenues are less than €100,000 for 3 consecutive months; (iii) the Services are not launched within 1 month after the Projected Launch Date; (iv) a Search Provider partially or fully revokes its approval of a Company Implementation; or (v) the Company Implementation receives a Quality Score of 4,50 or less in 2 consecutive months. "Quality Score" means a score of the quality of the Queries and Paid Clicks generated through a Company Implementation as determined by Admakx in its sole and absolute discretion based on the quality scores provided by its Search Providers.

9.2 **Effect of Termination.** Upon termination, all rights and obligations of the parties under this Agreement will be extinguished, except for (i) any accrued payment obligations; (ii) the rights and obligations of the parties under this section and Sections 1, 4.3, 5.1, 7, 8, 9, 10, 11, 12, 13 and 14; and (iii) any other terms and conditions that by their nature create obligations beyond termination or expiration.

 

**10. Representations and Warranties.**
- 10.1 Mutual Representations and Warranties: Each party asserts that it has the full corporate right, power, and authority to enter this Agreement and fulfill its obligations. The execution of this Agreement and the performance of its obligations comply with all laws, rules, and regulations. When executed and delivered, this Agreement will be a legal, valid, and binding obligation of such party.
  
- 10.2 Company Warranties: The Company asserts that it owns all rights, title, and interest in the Company Websites and Company Trademarks. The Company Property does not infringe on any third-party rights, violate any laws, or contain any material that is obscene, libelous, or defamatory. If the Company submits any Downloadable Application or other implementation to Admakx for approval, it must not infringe on any third-party rights or contain any harmful material.
  
- 10.3 Admakx Warranties: Admakx asserts that its technology does not infringe upon any third-party Intellectual Property Rights. However, Admakx makes no warranties regarding content and services provided by third parties.
  
- 10.4 Disclaimer: Except for the warranties mentioned, neither party makes any other warranties, either express or implied. Both parties disclaim any claims in tort or contract regarding their websites, products, or services.

 

**11. Indemnification.**
- 11.1 Admakx Indemnification: Admakx will defend and indemnify the Company against any third-party claims related to the infringement of Intellectual Property Rights by Admakx Trademarks or Technology.
  
- 11.2 Company Indemnification: The Company will defend and indemnify Admakx against any breaches of representation, failure to perform obligations, breaches by third parties syndicating the Services, and issues related to Taxes resulting from payments made to the Company.
  
- 11.3 Event of Indemnification: Both parties must promptly notify each other of any claim that establishes an indemnity obligation. The indemnifying party has full control over the defense and settlement of such claims.

- 11.4 Except as expressly mentioned in this IO and/or Agreement, Company acknowledges its obligation to indemnify and hold Admakx and its directors, officers, employees, agents and authorized representatives from and against any costs, losses, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) that may be caused, incur or be subjected to Admakx arising out of: (a) breach of company’s representations and warranties made under this Agreement; (b) any reimbursement to Yahoo!, Google and/or Bing  by Company as a result of a settlement of costs, attorneys fees, damages, etc. incurred by Yahoo, Google and/or Bing resulting from Comapany actions even if no formal claim has been brought against Admakx, Yahoo, Google and/or Bing; (c) a claim that the Company’s technology or application, infringed any third party’s intellectual property rights or any other third party rights. No settlement may be consummated without the Admakx’s express written authorization, which shall not be unreasonably withheld. The Company will immediately notify Admakx of any current, impending, or potential legal action against it by a third party for matters relating to its participation in this Agreement.

 

**12. Limitation of Liability.** Except for indemnification obligations and breaches of confidentiality, neither party will be liable for indirect, incidental, consequential, special, or exemplary damages. The total liability of either party under this agreement shall not exceed the total amount of fees paid under this Agreement for the immediately preceding six calendar months under which such liability shall arise.

 

**13. Confidentiality.**

13.1 Both parties must keep this Agreement and any Confidential Information of the other party secret. “Confidential Information” means any information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), either directly or indirectly, in writing, verbally, or by inspection of tangible objects, whether before or after the beginning of this Agreement, including but not limited to information relating to each party’s affiliates, the existence and terms of this Agreement, the identities of any of the Disclosing Party’s distributors, click-through or impressions generated as a result of this Agreement, any guidelines and documentations provided by Disclosing Party including business, financial, pricing and sales information, and any other information concerning the Disclosing Party or any of its  affiliates or sub-affiliates, which was provided by or on behalf of any of them, including any information which given the circumstances a reasonable person or entity should have reason to believe is confidential, proprietary or sensitive to the Disclosing Party. In addition, the Receiving Party agrees that all non-public information, data, and Reports received from the Disclosing Party in connection with this Agreement shall be the Confidential Information of the Disclosing Party.

13.2 The Receiving Party agrees: (a) not to disclose the Disclosing Party’s Confidential Information to any third parties other than to its shareholders, directors, officers, corporate affiliates, employees, advisors or consultants (collectively, the “Representatives”) on a “need to know” basis only and provided that such Representatives are bound by an agreement with terms at least as restrictive as those terms contained herein and the Receiving Party remains responsible for a breach of the Disclosing Party’s Confidential Information by Representatives; (b) not to use any of the Disclosing Party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (c) to keep the Disclosing Party’s Confidential Information confidential using the same degree of care it uses to protect its own Confidential Information, which shall in any event not be less than a reasonable degree of care.

Confidential Information will not, however, include any information that: (a) was publicly known or is made generally available prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known or is made generally available after disclosure by the Disclosing Party to the Receiving Party through no action or inaction of the Receiving Party; (c) is already in the possession of the Receiving Party at the time of disclosure, as can be shown by supporting evidence; (d) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information, as can be shown by supporting evidence. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information of the Disclosing Party in response to a valid court order or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under this Agreement; provided, however, such disclosure shall be reduced to the extent required and the Receiving Party shall provide prompt notice to the Disclosing Party.

13.3 There are specific exceptions to what constitutes Confidential Information. Both parties must use commercially reasonable efforts to protect the Confidential Information. Breaches of this section may result in injunctive relief, termination of the Agreement, and other legal actions.

13.4 Each party shall return or destroy any Confidential Information provided under this Agreement upon written request of the Disclosing Party.

13.5 Confidential Information shall be kept confidntial for a period of three (3) years from the date of termination of this Agreement.

 

**14. General Provisions.**
- 14.1 Integration: This Agreement is the complete agreement between the parties on its subject matter. It replaces all previous agreements related to it and can only be changed in writing by both parties. The Agreement is not an offer and is only valid when signed by both parties.
  
- 14.2 Independent Contractors: Both the Company and Admakx are independent entities. This Agreement doesn't create a partnership, joint venture, franchise, or agency relationship between them.
  
- 14.3 Assignment: Neither party can transfer this Agreement without the other's consent. However, assignments due to law, mergers, or sales don't require consent. The Agreement binds and benefits both parties and their successors.
  
- 14.4 Choice of Law; Forum Selection: The Agreement follows Canadian law. The Company agrees to the exclusive jurisdiction of Canadian courts for any related disputes.
  
- 14.5 Non-waiver: Waiving a breach doesn't mean future breaches of the same or different terms are also waived. Waivers must be in writing.
  
- 14.6 Force Majeure: Neither party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such party.
  
- 14.7 Notices: Notices must be written, signed, and delivered personally, by mail, fax, or courier to the contact on the Agreement's first page. Contact details can be updated with a notice.
  
- 14.8 Savings: If a provision is invalid, the rest of the Agreement still applies. If a provision is too broad, it will be adjusted to be reasonable.
  
- 14.9 Remedies: The rights and remedies in this Agreement are not exclusive.
  
- 14.10 No Third Party Beneficiaries: Only the parties have obligations under this Agreement, except for specific content providers like Yahoo and Google, who can enforce relevant parts of the Agreement.
  
- 14.11 Counterparts; Signature: The Agreement can be signed in multiple parts, each considered original. Reproduced copies of the Agreement are as valid as the original.