1. The terms “Advertiser” and “Advertising Agency” shall mean and refer to the firms or individuals so designated on the face page of this contract, and “Advertiser” shall include the contracting Advertising Agency, if any. “GM E-trading” shall mean and refer to Green Mountain E-trading Ltd., its successors and assigns and any affiliated company having a contract with the Authority. “Authority” shall mean and refer to the public agency or authority having jurisdiction over the digital kiosk on which the advertising materials are to be displayed.
  2. If Advertiser or Advertising Agency undertakes to provide any artwork or production for the Display, same shall be delivered to GM E-trading at least three (3) business days prior to start date to allow GM E-trading reasonable opportunity to incorporate same into and complete installation of the Display content, and any loss of service due to failure of Advertiser or Advertising Agency to make timely delivery shall be the loss of Advertiser or Advertising Agency.
  3. If this contract is a renewal contract, Advertiser or Advertising Agency agrees to pay the billing rate set out in the previous contract for billing periods extending beyond the expiration of the previous contract term until the start date set out in this contract.
  4. The text and illustrations on each Display shall be subject to approval or disapproval by GM E-trading and by each Authority on whose units the Display will be posted, and such decision shall be final. In the event the Authority or its representatives shall disapprove of any Display, GM E-trading shall have the right to remove the Display forthwith.
  5. GM E-trading accepts this contract subject to all federal, provincial and municipal laws and regulations with respect to the advertising matter to be displayed (“Laws”). In the event that such advertising Display becomes illegal or a request is received to terminate the Display for violation of Laws, GM E-trading reserves the right to terminate same, but there shall be no short rate charge because of such termination.
  6. It is understood and agreed that this contract may not be canceled by Advertiser or Advertising Agency without prior consent of a representative of GM E-trading. GM E-trading reserves the right to cancel this contract at any time upon default by the Advertiser or Advertising Agency in the payment of bills or other breach, or in the event of any material violation on the part of the Advertiser or Advertising Agency of any of the conditions herein contained; and upon such cancellation, all unpaid charges for advertising done hereunder, including short term rates or other charges under this contract shall become immediately due and payable. In case of delinquency in payment, waiver by GM E-trading of any specific breach of this contract by the Advertiser or Advertising Agency shall not prejudice GM E-trading’s rights hereunder with respect to any breach or breaches not specifically waived by GM E-trading.
  7. Advertiser or Advertising Agency must pay full amount prior to the start date.
  8. Advertiser or Advertising Agency shall indemnify and save harmless GM E-trading against any liability to which GM E-trading may be subjected by reason of any federal, provincial or municipal statute, law, regulation, bylaw or code in force in Canada from time to time due to the advertising material displayed under this contract, including, but not limited to, liability for infringement of trademarks, trade names, copyrights, or other intellectual property rights, invasion of rights of privacy, violation of human rights, laws concerning decency and misleading advertising, defamation, illegal competition or trade practices, as well as all reasonable costs, including attorney’s fees, in defending any such action or actions.
  9. This contract and the rights and obligations of the parties shall be governed by and enforced in accordance with the laws of Canada and the internal laws of the province where the advertising materials displayed under this contract have been installed.
  10. This contract is not assignable by the Advertiser or Advertising Agency.
  11. Advertiser warrants that all approved designs to not infringe upon any trademark or copyright, state or federal. Advertiser agrees to defend, indemnify and hold GM E-trading free and harmless from any and all loss, liability, claims and demands, including attorney’s fees arising out of the character, contents or subject matter, including but not limited to any claims for false or misleading advertising, of any copy displayed pursuant to this contract.