Zonetail Marketplace
Advertising Agreement Terms and Conditions
This agreement is by and between Zonetail Inc. and the Client whose information was entered on the payment portal. The execution date (known as “Execution Date”)of this agreement is the date the Client filled out the required information and made payment via the payment portal. The parties listed above (known as "Zonetail" and "Client") hereby enter a formal business relationship whereby Client Agrees to purchase advertising space on Zonetail's app via the Zonetail Marketplace.
Agreement Term
This agreement will commence as of the Execution Date and will continue for 12 months from the anniversary date of the advertising becoming active within the Zonetail Marketplace (the "Agreement Term").
Renewal
This Agreement shall automatically renew for the initial time period (Monthly, Quarterly, Annual) selected by the Client (the “Renewal Term(s)”), unless either party terminates this Agreement by providing the other party with at least thirty (30) days written notice prior to the start of the Renewal Term. The Renewal Term commences after the end of the Agreement Term. Renewal payment is due thirty (30) days prior to the start of the Renewal Term. Any changes to the fees of the Renewal Term shall be provided to the Client by Zonetail no later than sixty (60) days prior to the start of the Renewal Term.
Cancellation
Client may cancel this agreement at any time by providing written notice via email or certified mail to Zonetail. Cancellation does not result in any return of prepaid fees unless agreed upon in writing by Zonetail. Client is responsible for all payments and fees until the expiration of the Agreement Term. Client is not liable for any payments remaining in the Agreement term if contract is terminated by Zonetail. Client will be returned a pro-rata share of its fees based on remaining time of the Agreement Term and payments made to date less outstanding payments still remaining if Zonetail cancels the agreement.
Services Provided
Zonetail provides a residential mobile application and marketplace for use by tenants within the buildings in the attached advertising description and pricing section.Zonetail shall provide advertising space for Client in the marketplace for the full term of this agreement.
Modifications to Advertising
Client reserves the right to change the content of their advertisement by emailing changes to sales@zonetail.com or making changes through the Ad Design Portal (currently at https://www.zonetailmarketplace.com/ad-design-portal). Changes to the advertising can take up to fifteen (15) days to process.
Pricing & Payment
Client agrees to pay the rate as payment for Zonetail displaying their ad(s) in accordance with the advertising term selected in the payment portal. The Client agrees to make the payment according the frequency selected (Monthly, Quarterly, Annual) for a minimum time of the Agreement Term. Client agrees to make payment to Zonetail via check, credit card, or electronic funds transfer. Any discount or promotion codes applied will be honored for the time period mentioned in the terms of the discount/promotion code.
Intellectual Property
Zonetail agrees that the content of Client's ads shall remain Client's intellectual property and agrees to make no claims otherwise. Client agrees to allow Zonetail to use Client's brands, slogans, and trademarks for promotional purposes pursuant to the terms of this advertising agreement.
Warrants
Client warrants that it has the rights to all Trademarks, Copyrights or other intellectual property used in Client's advertisement and further indemnifies Zonetail against all claims by any third party that Client's advertisement contains such Trademarks, Copyrights or other intellectual property owned or exclusively licensed to such third party.
Indemnity
Both parties agree to indemnify and hold each other harmless from any liabilities or damages stemming from the execution of this advertising agreement.
Severability Clause
If any term or other provision of this Agreement is found invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreements is not affected in any manner materially adverse to any Party.
Notices
All notices, requests, consents, claims, demands, waivers, and other communications (collectively, "Notices") under this Agreement shall be in writing and shall be deemed to have been duly given:
- Upon Receipt - When delivered by hand or sent by certified or registered mail, return receipt requested, or by a nationally recognized overnight courier, in each case to the address specified by the recipient.
- Via Email - When sent by electronic mail to the email address specified by the recipient, provided that a confirmation email is received from the recipient, or no failure notice is received by the sender.
- Effective Date - Notices shall be deemed effective upon receipt if delivered by hand or on the date of delivery when sent by mail or courier. Notices sent by email shall be deemed effective on the date the email is received if sent during normal business hours, and on the next business day if sent after normal business hours.
- Addresses for Notices - For Zonetail, notices shall be sent to the contact information listed at www.zonetailmarketplace.com. For the Client, notices shall be sent to the information provided on the form of the payment portal by the Client.
- Changes to Notice Information - Either party may change its notice address or email by giving the other party written notice of the new information in accordance with the requirements of this section.
Governance & Dispute Resolution
The terms of this Agreement are governed by the Laws of the Province of Ontario, Canada and the Laws of Canada therein in force. All disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, or breach thereto shall be arbitrated and finally resolved, pursuant to the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The place of arbitration shall be Toronto, Ontario. The language of the arbitration shall be English. All Parties to this Agreement are acting with full agency and authorization with respect to the terms of this Agreement. If Zonetail and Client should enter into a dispute, both parties agree that the prevailing party shall have their entire legal fees, including attorneys' fees, reimbursed by the opposite party.
Amendments
This agreement may not be modified save for a joint amendment approved in writing by both the Client and Zonetail.
Additional Terms
None
Entire Agreement
This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter herein and supersedes all prior such agreements.
Acceptance
Client confirms its acceptance to this agreement by filling out the required information and making a payment to Zonetail.
Zonetail confirms its acceptance to this agreement by accepting the payment from the Client and not returning the payment to Client within 7 business days of acceptance.