Blockthrough Service Agreement
This Agreement is made by and between Blockthrough Inc., a Canadian corporation with offices at 325 Front Street West, 4th Floor, Toronto, Canada M5V 2Y1 (“Blockthrough”), and the entity signing up (the “Publisher“) to use Blockthrough’s proprietary ad recovery technology, analytics dashboard, and management interface (the “Blockthrough Platform”). This Agreement governs Publisher’s use of the Blockthrough Platform for Publisher’s website(s) and/or mobile application(s) (the “Properties“). Together, Blockthrough and the Publisher shall be referred to herein as the “Parties“.
In the event that the Parties (a) have executed a separate service agreement, (b) execute a separate agreement at any point in the future, or (c) agree in writing to a modification of the terms of this Agreement, those terms shall supersede the terms of this Agreement.
TERM & TERMINATION: This Agreement commences on the Effective Date, and continues indefinitely until terminated. Either party may terminate this Agreement at any time on provision of thirty (30) days prior written notice to the other party. In the event of such termination, all outstanding fees owed by either party to the other shall be paid within 30 days.
FEES: Fees owed by either party to the other shall accrue as follows:
(i) Fees owed by Blockthrough to Publisher (“Blockthrough Fees”) shall accrue on a revenue-share basis, whereby Blockthrough earns revenue from its programmatic demand partners (the “Partners”) for the serving of programmatic ads to users of adblocking technology on the Publisher’s Properties (“Gross Revenue”), and pays the Publisher 75% of the Gross Revenue earned (i.e. 75% to Publisher, 25% to Blockthrough).
Blockthrough shall pay Publisher within 30 days of Blockthrough’s receipt of payment from the Partners (typically, net 60). Reports summarizing Blockthrough Fees will be available to Publisher within the Blockthrough dashboard.
(ii) Fees owed by Publisher to Blockthrough (“Publisher Fees”) for direct-sold ads served from Publisher’s ad server to users of adblocking technology shall accrue on a fixed cost-per-thousand impression basis (“CPM”), at a rate of US$0.25 CPM. Impressions to be included in the calculation of Publisher Fees (“Eligible Impressions”) shall be only those that are both (a) filled by Publisher’s ad server; and (b) served by Blockthrough to users of adblocking technology.
Publisher Fees (if any) shall be calculated on the basis of Eligible Impressions recorded by Blockthrough. In the event of a discrepancy of more than 10% between the number recorded by Publisher’s ad server and the number recorded by Blockthrough, Publisher may pay Blockthrough on the basis of Publisher’s ad server records, so long as Blockthrough is provided with the relevant ad server records. Invoicing for Publisher Fees (if any) shall take place on a monthly basis, with payment due within thirty (30) days of each invoice date.
OTHER TERMS AND CONDITIONS:
2. 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).
3. Changes to Blockthrough Platform. Blockthrough may alter, update or upgrade the Blockthrough Platform from time to time.
4. 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.
Publisher will not directly or indirectly (i) use the Blockthrough Platform except as expressly authorized herein; (ii) except as permitted by applicable law, copy, reproduce, modify, distribute, damage, interfere with, disassemble, decompile, reverse engineer or create derivative works of the Blockthrough Platform; (iii) breach, disable, tamper with or interfere with the proper working of the Blockthrough Platform or develop or use (or attempt) any workaround for any security measure related to the Blockthrough Platform; or (iv) make use of the Blockthrough Platform on any Properties with Content (as defined below) that (a) infringes or misappropriates another party’s intellectual property or other proprietary rights, (b) breaches another party’s rights, privacy or publicity, or (c) contains or promotes Objectionable Activity (as defined below).
“Objectionable Activity” means any content or activity that is (w) pornographic, illegal, fraudulent, false, deceptive, misleading, libelous, defamatory or threatening, (x) racist, hate speech or bullying, (y) adware, malware, spyware or any other malicious code or drive-by download applications and/or (z) “spam”, mail fraud, pyramid schemes, investment opportunities, or advice not permitted by law. “Content” means any blog entries, bookmarks, postings, messages, opinions, text, files, links, images, photos, video, sounds, works of authorship, feedback, bug reports and other materials available on any of Publisher’s Properties.
6. Other Payment Details. If the amount of Blockthrough Fees accrued for a given month is less than US$100, payment will be deferred until the month in which the cumulative balance owed to Publisher exceeds US$100, or until the Agreement is terminated. Blockthrough will have no obligation to make payments for any amounts that Blockthrough, at its sole discretion, deems to have been generated from any Prohibited Activity (as defined below). Blockthrough reserves the right to adjust payments in the event of non-payment from the Partners.
“Prohibited Activity” means engaging in any of the following: (a) Objectionable Activity; (b) clicking on Ads or using any means (automated or manual) to inflate impressions and/or clicks artificially or otherwise to generate activity not driven by bona fide human intent; (c) offering a user any inducement of any kind to generate clicks or impressions; (d) installing ad code on or within 404/error message pages, pop-over/pop-under windows, downloadable applications, software, chat windows or email (e) obscuring an advertisement or any portion thereof with other content, advertising or navigational elements. The Parties will use commercially reasonable efforts to collaborate on the identification and elimination of any Prohibited Activity.
7. Suspension. Blockthrough may, at any time and for any reason, suspend the functionality of the Blockthrough Platform.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. 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.
16. 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 1, Section 4, and Sections 8-15.
17. Marketing. Publisher acknowledges Blockthrough may use Publisher’s name and logo in presentations, marketing communications, and/or direct communications with stakeholders relevant to Blockthrough’s business, including, but not limited to investors, prospective customers, and prospective partners.
Last Updated: August 14th, 2017