Blockthrough Service Agreement
This Agreement is made by and between Blockthrough Inc. a Canadian corporation with offices at 10 Dundas Street East, Suite 600, Toronto, ON M5B 2G9 (“Blockthrough”), and the “Publisher”, the entity signing up to use Blockthrough’s proprietary ad reinsertion technology, analytics dashboard, and management interface (the “Blockthrough Platform”). This Agreement governs the Publisher’s use of the Blockthrough Platform.
If Publisher and Blockthrough have executed a separate service agreement, or execute a separate agreement at any point in the future, that version supersedes this Agreement.
TERM & TERMINATION: This Agreement becomes effective on the date when the Publisher checks the checkbox acknowledging its agreement to the terms hereof (the “Effective Date”). Either party may terminate this Agreement at any time on provision of 30 days’ prior written notice to the other party. In the event of such termination, all outstanding fees owed by Blockthrough to Publisher shall be paid within 30 days.
1. Fees. Fees owed by Blockthrough to Publisher (“Blockthrough Fees”) shall accrue on a revenue-share basis, and shall be calculated as 75% of the revenue Blockthrough earns from its demand-side partners (the “Partners”) for the serving of ads to Publisher’s adblocking users. Blockthrough will pay Publisher all Blockthrough Fees for a given month within 5 days of Blockthrough’s receipt of payment from the Partners. Blockthrough typically receives payment from the Partners on a net-30 basis.
2. Reporting. Publisher can access a summary of Blockthrough Fees earned from the Blockthrough dashboard at any time. Upon request, more detailed reports can be provided.
4. Support. Blockthrough will provide Publisher with reasonable telephone and email technical support during regular business hours in Toronto, Canada (9 am to 5 pm Eastern Time).
5. Changes to Blockthrough Platform. Blockthrough may alter, update or upgrade the Blockthrough Platform from time to time.
6. Restrictions; No Exclusivity. The Blockthrough Platform may not be sold, leased, sub-licensed, assigned, transferred or provided to any other entity, and is provided on a non-exclusive basis to Publisher.
8. Suspension. Blockthrough may, at any time and for any reason, suspend the functionality of the Blockthrough Platform.
9. Responsibility for Ads. Publisher acknowledges that Blockthrough is not responsible for the content of any ad sourced from the Partners and served in connection with Publisher’s use of the Blockthrough Platform.
10. Blockthrough Intellectual Property. Blockthrough retains all intellectual property rights in any materials made available to Publisher by Blockthrough in connection with this Agreement, including the Blockthrough Platform.
11. User Data. The Blockthrough Platform collects certain anonymous information about users, including, but not limited to a user’s browser, device type and operating system, for the purpose of making such information available to Publisher within the Blockthrough Platform. Blockthrough shall have a perpetual, irrevocable, fully paid-up, royalty-free license to use, access, transfer, distribute, and reproduce the User Data for any purpose relating to the administration of Blockthrough’s business.
12. Confidentiality. All terms of this Agreement, as well as any information or documentation provided by Blockthrough to Publisher or vice versa in connection with Publisher’s use of the Blockthrough Platform (including, but not limited to implementation guides and pricing schedules) shall be considered “Confidential Information”, unless the disclosure thereof is agreed to in writing by the owner of the Confidential Information prior to disclosure. Each party acknowledges that it would be damaging to the other party if Confidential Information is disclosed to third parties without prior authorization
13. Limitations of Liability. Neither party shall be liable to the other for any lost profits or for any incidental, punitive, indirect, special or consequential damages, however caused and under any theory of liability (including negligence). In no event shall Blockthrough’s aggregate liability for damages arising out of this Agreement exceed the Fees paid by Publisher in the twelve (12) months prior to the date of such a claim.
14. Indemnity by Publisher. Publisher shall indemnify and hold Blockthrough, and its officers, shareholders, directors, partners, managers, agents and employees harmless from and against all third-party claims brought against Blockthrough in respect of Publisher’s use of the Blockthrough Platform.
15. Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws applicable therein. The Parties submit and attorn to the non-exclusive jurisdiction of the courts of Ontario.
16. Disclaimer; Entire Agreement. The express representations and warranties contained in this Agreement are the only representations, warranties or conditions made by the Parties. This Agreement contains all the terms agreed to by the Parties. It replaces all previous discussions, understandings, and agreements.
17. Survival. Any terms and conditions of this Agreement which by their nature extend beyond the termination of this Agreement shall survive such termination. This includes, without limitation, Section 3, Section 6, and Sections 9-16.