Insertion Form

(a) I agree to purchase the Auto-Renew Contract for a total of $50.00/month as an automatic charge to my credit card.

(b) I hereby certify that I am the holder of the credit card

(c) I understand that I will be notified if my credit card fails to authorize for any
reason, and that a $10 late fee will apply if I do not provide a valid credit card
within 10 calendar days of the original rejection date.

(d) I understand that my service will be deactivated and replaced if my account becomes more than 30 calendar days late.

(e) I understand I will be charged $35 for every non-sufficient funds charge and billed automatically.

To Cancel Your Auto-Renew Contract

Your auto-renew contract may be canceled at any time. A completed auto pay cancellation form must be received at least 30 days in advance of your billing cycle. (Example: if you are scheduled to be charged February 14th and you want to cancel for the month of February, you must submit a cancellation form to Platinum Capital Media a Division of TorontoCityGossip.com by January 14th.

This set of STANDARD ADVERTISING TERMS AND CONDITIONS is an attachment to and forms an integral part of the Insertion Order (collectively, the “Agreement”) entered into an Sponsorship with Platinum Capital Media and its affiliates, if any (collectively “Toronto City Gossip”). The Sponsor agrees to be bound by the terms and conditions set out in this Agreement, which includes this attachment. In this Agreement “Sponsorer” means (i) a purchase of editorial content on behalf of customers, or (ii) persons or corporations who purchase content directly.

1. Acknowledgement. Sponsor acknowledges that the sole obligation of Toronto City Gossip is to facilitate the placement of editorial content, and associated linked URLs (the “Sponsorship”), on websites and email newsletters that Toronto City Gossip is permitted to place advertise on (the “Properties”) pursuant to the terms and conditions set forth in this Agreement.

2. Display of Sponsorship Material. Except as otherwise expressly provided in this Agreement, positioning of Sponsorship within Properties is at the discretion of Toronto City Gossip and the applicable Property. Toronto City Gossip makes no representations or warranties as to the results that may be obtained from the placement and positioning of Sponsorship. Notwithstanding anything to the contrary in the Insertion Order, in the event one or more Properties becomes unavailable, regardless of cause, Toronto City Gossip has the full right and authority to place sponsorship on impressions of one or more comparable Properties and Toronto City Gossip is not required to provide notice to Sponsors of same.

3. Content of Sponsorship. The Sponsorship shall only link to the URL specified by the Sponsorer. The Sponsorship shall not promote any product or service, which is reasonably competitive with Toronto City Gossip. The Sponsorship shall comply with applicable laws and shall not contain any material that may be considered to be libelous, pornographic, obscene, defamatory, or which could infringe of any third party's intellectual property rights (including copyright, patent, trademark, trade secret or other proprietary rights), or an infringement of any third party's rights of publicity or privacy.

4. Sponsor Representations. Sponsor hereby represents and warrants that (i) it possesses all authorizations, approvals, consents, licenses, permits, certificates or other rights and permissions necessary to offer, sell or license the products and services offered, sold or licensed by or through the Sponsorship, (ii) the Sponsorship will not violate any applicable law, regulation or third party right including, without limitation, any copyright, trademark, patent or other proprietary right, and (iii) Toronto City Gossip is not responsible for the content of the Sponsorship and the Sponsor is solely responsible for the products and services offered through the Advertisement/Sponsorship.

5. Delivery of Artwork. Sponsor agrees to provide all necessary materials and related information for the placement of the Sponsorship as required by Toronto City Gossip and the applicable Property on which the content is placed. Such materials and information shall include the technical specifications, creative artwork and dimensions for the Sponsorship Editorial as set out in the Insertion Order.
Toronto City Gossip shall be entitled to run “house” sponsorships in the relevant advertising inventory until three (3) business days after receipt of all necessary artwork and active URL's. Toronto City Gossip shall not be responsible for the return of materials supplied to it, unless the Sponsor specifically requests their return before they are sent to Toronto City Gossip.

6. License. Sponsor agrees that Toronto City Gossip has the right to use, market, store, communicate, display, reproduce, distribute, perform, transmit and promote the Sponsorship together with any content or materials on any interactive site linked to the Sponsorship through any of the Properties on which Sponsorships are displayed.

7. Payment Terms. The payment terms are as set forth in the Insertion Order and shall be payable by and become the responsibility of the person or corporation who executes the Insertion Order. A late payment penalty of one and half percent (1.5%) per month (18% per annum) shall apply to all overdue amounts pursuant to this Agreement. In the event the Sponsor fails to make payment, Sponsor will be responsible for all expenses (including legal fees and disbursements) incurred by Toronto City Gossip in effecting collection of the amount due. Except as set forth below, the Sponsor cannot cancel its Insertion Order. Should Toronto City Gossip fail to facilitate the display of the Sponsorship in accordance with this Agreement due to Sponsor's failure to comply with any requirement of this Agreement, Sponsor will remain liable for the full amount due to Toronto City Gossip pursuant hereto.

8. Cancellation of Sponsorship. Sponsor shall have the right to cancel this Agreement, upon thirty (30) days prior written notice to Toronto City Gossip. In such case the amount due to Toronto City Gossip shall be prorated. If Sponsor cancels this Agreement within thirty (30) days of the commencement date of an Insertion Order, or during the launch dates specified in the Insertion Order, then all amounts owing for the period from the date of cancellation to and including the next thirty (30) days will remain owing by the Sponsor. Cancellation of Agreement may not be within the contract period between the Sponsor and Toronto City Gossip.

Toronto City Gossip reserves the right to cancel and remove at any time any sponsorship, at its sole discretion, in the event that Toronto City Gossip reasonably believes that further display of the sponsorship may expose Toronto City Gossip, or the applicable Property, to liability, or other adverse commercial consequences. In such case, Sponsor will only be responsible for the pro-rata portion of payments attributable to the period from the commencement of this Agreement through to the date such sponsorship is no longer displayed as contemplated in this Agreement.

9. Liability. Toronto City Gossip will endeavor to do its best to ensure that Sponsorships are displayed on Properties, but Toronto City Gossip and its directors, officers, employees, agents and representatives, shall not be held liable for any loss incurred by reason of a Properties failure, impairment, delay or interruption in the displaying of an Sponsorship. Under no circumstances shall either party be liable to the other party for indirect, incidental, consequential, special or exemplary damages (even if such party has been advised of the possibility of such damages), arising from any breach of this Agreement. Toronto City Gossip shall not in any event be liable to Sponsor under the Insertion Order for more than the amount paid by Sponsor to Toronto City Gossip during the year in which the liability accrues. Toronto City Gossip shall have no liability to Sponsor or others in regard to any content on any Property which may be considered to be libelous, slanderous, defamatory, obscene, pornographic, abusive, or otherwise offensive, objectionable or unlawful, including, without limitation, any Sponsorship content or transmissions constituting or encouraging conduct that would constitute a criminal offence, give rise to civil liability, invade any third person's right to privacy, infringe the intellectual property rights of any third party or otherwise fail to comply with any applicable statutes, laws, regulations or court orders.

10. No Additional Warranties. Toronto City Gossip makes no, and hereby specifically disclaims any, representations or warranties, express or implied, regarding any of the Properties. Without limiting the generality of the foregoing, Toronto City Gossip specifically disclaims any warranty regarding (i) the number of persons who will view and/or “click- through” the Sponsorships, (ii) any monetary benefit the Sponsor might obtain from displaying Sponsorship through any of the Properties, and (iii) the functionality, performance or operation of any of the Properties.

11. Indemnity. Sponsor hereby agrees to indemnify, defend and hold harmless Toronto City Gossip and its officers, directors, agents, employees and affiliates from and against all claims, actions, liabilities, losses, expenses, damages and costs (including, without limitation, reasonable legal fees and disbursements) that may at any time be incurred by any of them by reason of any claims, suits or proceedings for (i) libel, defamation, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Sponsorship or the content of the Sponsorship, (ii) arising out of any material breach by Sponsor of any duty, representation or warranty under this Agreement, or (iii) relating to any contaminated file, virus or worm originating from the Sponsorship.

12. General Contract Terms.
Assignment Restriction. The rights and obligations of the Sponsor under this Agreement shall not be assignable without the prior written consent of Toronto City Gossip.

Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns, as the case may be, and shall enure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.

Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. The parties irrevocably attorn to the jurisdiction of the courts of Ontario.

Amendments. No modification or amendment to this Agreement may be made unless agreed to by all of the parties hereto in writing.

Counterparts. This Agreement may be executed in counterparts, including by way of facsimile transmission, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument.

Currency. All dollar amounts referred to in this Agreement are in Canadian funds.

Waiver. No party will be deemed or taken to have waived any provision of this Agreement unless such waiver is in writing and such waiver will be limited to the circumstance set forth in such written waiver.

Force Majeure. Toronto City Gossip, Sponsor and the Properties and their respective directors, officers, employees, agents and representatives shall not be liable for, or be considered in breach of or default under this Agreement on account of any delay or failure to perform as required herein as a result of any causes or conditions which are beyond such party's reasonable control and which such party is unable to reasonably overcome.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings between the parties. There are not and will not be any verbal statements, representations, warranties, undertakings or agreements between the parties. This Agreement may not be amended or modified in any respect except by written instrument signed by both parties.

Severability. The invalidity or unenforceability of any provision of this Agreement or any covenant contained herein shall not affect the validity or enforceability of any other provision or covenant hereof and any such invalid provision or covenant shall be deemed to be severable from the balance of this Agreement.