These Terms of Service govern the Publisher’s use of the District M programmatic advertising platform (the “Exchange”). By mutually executing a Publisher Agreement with District M that references these Terms of Service or by using the Exchange, Publisher agrees to these Term of Service and the applicable Publisher Agreement (together with the Data Processing Agreement, if applicable, shall be referred to as the ʺAgreement”). In the event of inconsistency or discrepancy between the French and the English version, the English version shall prevail.
District M reserves the right to modify these Terms of Service at any time upon written notice to the Publisher, and such modification will automatically become effective upon receipt of notice. If the Publisher does not agree with a modification to these Terms of Service, Publisher must notify District M within ten (10) business days after receiving notice of such modification. If such written notice has been provided by Publisher, the Agreement will continue to be governed by the version of the Terms of Service made prior to such modification for the remainder of the current term. Upon renewal of this Agreement, the Terms of Services published on the District M website at https://districtm.net/en/page/platforms-terms-and-conditions/ will automatically be incorporated into this Agreement as of such date.
(District M and the Publisher may also be referred to in this Agreement individually as a “Party” or collectively as the “Parties”)
District M offers monetization solutions through its Exchange by facilitating the placement of advertisements made available through the use of Ad Codes. The Ad Codes provided to the Publisher by District M will allow the Publisher to serve advertisements on its domains, applications or other digital assets (collectively the ʺSitesʺ) so as to enable visitors to view such advertisements. Publisher’s use of the Exchange is subject to prior approval by District M and is limited to the previously approved Sites. District M reserves the right to refuse service to new or existing Sites, at its sole discretion. Publisher will be provided with account access information to register for an account on the Exchange (herein “Accountʺ).
Publisher hereby represents and warrants that: (a) it will not, directly or indirectly: (i) use, post or promote on its Sites any material or content which is, or which may be reasonably considered to be illegal, unlawful or infringing under any applicable federal, state, local and provincial laws, rules, statutes and regulations such as, but not limited to material or content that is pornographic, obscene, promotional of illicit drugs and drug paraphernalia, tobacco and vaping products, gambling-related, weapon or ammunition-related, violent, libellous, defamatory, indecent, seditious, offensive, invasive to privacy, abusive, threatening, harmful, vulgar, possibly capable of inciting racial hatred, discriminatory, in breach of confidence or any other right of any third party, or lacking in necessary authorizations, approvals, consents or licenses; (ii) modify, change, edit, amend, truncate, alter, bypass or reorder any aspect of the ads on the Exchange or the Ad Codes provided by District M; (iii) conduct or facilitate any artificial traffic such as, but not limited to, repeated ad clicks or impressions generated by one or more users, text or incentives used to encourage visitors to click on ads, automated clicking tools or any other traffic sources, robots, or other deceptive software (herein ʺInvalid Traffic”); (iv) copy, crawl, index, cache or store any information derived by District M, or contained in the Exchange; or (v) provide any personally identifiable information concerning any user or other person; (b) it owns, operates and/or controls the Publisher Sites; (c) it owns or has valid rights in and to the content appearing on the Publisher Sites; (d)it has the full right and authority to grant the rights granted hereunder; and (e) the Publisher Sites and District M’s use of the Publisher Sites will not infringe upon the rights of any third party.
Publisher hereby acknowledges and agrees that the Account will be monitored continuously by District M and various third-party fraud track technology. If in District M’s reasonable determination, there has been Invalid Traffic or if Publisher otherwise fails to comply with the foregoing, District M may immediately terminate or suspend the Account at its sole discretion and all fees generated from said actions will be forfeited.
District M shall have the sole responsibility for calculation and reporting of all statistics, including impressions, clicks, and earnings/revenue reports. Pacific Time (PST – 05:00) shall be the time period used for all traffic calculations. District M will make the traffic calculations resulting from the Publisher’s Ad Codes available to the Publisher on a daily basis.
District M shall pay to Publisher an amount equal to the billed and collected revenue by District M in a given calendar month from advertisements displayed on the Publisher Sites via the Exchange less the District M Revenue Share, ad-serving fees and any other applicable tech fees (herein the “Net Earningsʺ). Net Earnings shall be paid to Publisher based on the payment terms, currency and rates set forth in the Agreement. If Publisher does not raise any issues in writing with regards to the Net Earnings within ten (10) days of receipt, Publisher will forfeit its right to do so.
District M shall pay the Publisher only for months in which Net Earnings exceed $100.00 for the month. Net Earnings which are not paid to the Publisher in any month will be credited to the Account of the Publisher and paid later, when accrued Net Earnings exceed $100.00. District M reserves the right to withhold payment from the Publisher in case of violation by the Publisher of this Agreement. The Publisher may choose to be paid by either check, electronic transfer or wire. Publisher may change the payment method by emailing [email protected].
Each Party is responsible for paying any taxes (including withholding and sales taxes), duties, customs, tariffs or fees for which it is legally responsible and agrees to cooperate in good faith with respect to reasonable requests from the other Party regarding tax-related forms, documentation or other information relating to this Agreement that may be necessary or appropriate.
The term of this Agreement shall commence on the Effective Date as stipulated in the Publisher Agreement and shall continue in full force and effect for 12 (twelve) months with automatic renewals of 12 (twelve) months periods, collectively the (“Term”).
Notwithstanding the foregoing, Publisher may terminate this Agreement with or without cause effective upon two (2) business days’ prior written notice to District M.
District M may terminate this Agreement with or without cause effective upon receipt of written notice to the Publisher (including by email). Upon receipt of such termination notice, Publisher agrees to immediately remove the District M Ad Codes from its Sites. Publisher will be paid, in the next scheduled payment cycle, all legitimate Net Earnings due up to the time of termination.
All rights, including Intellectual Property Rights, in the District M Exchange shall remain with District M. District M hereby grants Publisher a royalty free, non-exclusive, worldwide licence to use and access the Exchange for the purpose of selling the Ad Inventory and accessing reports and other related functionality.
Publisher will not, other than as expressly permitted by applicable law or this Agreement: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code of the Exchange; (ii) modify, adapt, or translate the Exchange; (iii) reproduce, resell, distribute, or sublicense the Exchange; or (iv) or otherwise allow any third party to use or access the Exchange.
District M shall have the right to reference and refer to its work for, and relationship with, the Publisher for marketing and promotional purposes. No press releases or general public announcements shall be made without the mutual consent of the Parties.
District M and the Publisher are independent contractors. Neither Party is an agent or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on the behalf of the other Party.
Neither Party may transfer nor assign this Agreement or its obligations under this Agreement, in whole or in part, without the prior written consent of the other Party (which consent will not be unreasonably delayed or withheld), except that a Party may assign all of its rights and obligations under this Agreement to a successor if transfer occurs as the result of sale, acquisition, merger, operation of law. This Agreement will be binding upon and inure to the benefit of the Parties and their respective permitted successors and permitted assigns. Any assignment in violation of this Section shall be void.
Neither Party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such Party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrections, war (or similar), fires, flood, earthquakes, results of computer hacking, explosions, and other acts of God.
DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, DISTRICT M CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE EXCHANGE. WITHOUT LIMITING THE FOREGOING, THE EXCHANGE AND ALL ADS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. DISTRICT M MAKES NO WARRANTIES WHATSOEVER, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE EXCHANGE. DISTRICT M HAS NO LIABILITY WHATSOEVER TO PUBLISHER FOR PUBLISHER’S USE OF OR INABILITY TO USE THE EXCHANGE AND DISTRICT M DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER’S USE OF THE EXCHANGE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE ADS WILL BE AVAILABLE TO PUBLISHER.
IN NO EVENT SHALL DISTRICT M BE LIABLE TO PUBLISHER FOR ANY DAMAGES OF ANY KIND ARISING FROM PUBLISHER’S USE OF THE EXCHANGE, THE NATURE OF ANY CAMPAIGN AND/OR ITS DISPLAY OF ANY ADS ON PUBLISHER SITES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES, EVEN IF DISTRICT M HAS BEEN ADVISED IN WRITING OF THE POSSIBILITY OF SUCH DAMAGES. EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY SHALL BE CAPPED AT AN AMOUNT EQUAL TO THE AGGREGATE AMOUNTS PAYABLE HEREUNDER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
Publisher shall defend, indemnify, and hold harmless District M and its aﬃliates and their respective oﬃcers, directors, shareholders, representatives and employees from and against any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees) incurred by or imposed upon District M in connection with any third-party claims, actions or proceedings arising out of or in connection with: (i) any breach by Publisher of its representations, warranties or covenants contained herein; (ii) Publisher Sites or any of the Publisher content or; (iii) Publisher’s gross negligence, willful misconduct or fraudulent actions.
Each Party agrees, with respect to the data and processing covered by this Agreement that it shall comply with its respective obligations under applicable data protection laws. To the extent that any Personal Data contained within District M and/or Partner data pertains to data subjects residing in the EEA, Schedule A “Data Processing Agreementʺ to this Agreement shall apply and District M and Publisher shall have the rights and obligations set forth therein.
This Agreement shall be governed by and construed under the laws of the Province of Quebec, Canada without regard to conflict of laws principles. Any and all controversies, claims or disputes arising out of or related to this Agreement or the interpretation, performance or breach thereof, including, but not limited to, alleged violations of provincial, state or federal statutory or common law rights or duties, and the determination of the scope or applicability of this Agreement, except as noted in this Agreement, shall be resolved in a court of competent jurisdiction in the Province of Quebec, and Parties attorn to the jurisdiction of such court.
The waiver by either Party of a breach or right under these Terms and Conditions or failure by either Party to enforce its rights will not constitute a waiver of any other or subsequent breach or right. If it is held by a court or other lawful authority of competent jurisdiction that any term, provision, covenant or condition of this Agreement is illegal, invalid, or unenforceable, in whole or in part, such provision will be ineffective to the extent of such illegality, invalidity, or unenforceability without invalidating the remainder of such provision or the remainder of this Agreement, such remaining provisions shall continue in full force and effect, provided the effectiveness of the remaining portions of this Agreement will not defeat the overall intent of the Parties.
Each Party shall comply with all applicable export control laws and regulations and shall not, without the required export approvals, transmit, directly or indirectly, any information of a technical nature to any location or person to which the transmission is prohibited by such applicable laws.
Each Party represents and warrants to the other that it has the authority to enter into this Agreement, that the entity or individual name which it has provided on its own behalf for this Agreement is a true and accurate representation of its legal identity, and that the execution and performance of this Agreement has been duly authorized by all requisite formalities.
If you are an individual, you represent and warrant that you were at least 18 years of age on the effective date of this agreement.
The Agreement, including its schedules, set forth the entire agreement between the Parties and supersedes all other previous proposals, agreements, correspondence and representations between the Parties, whether written or oral, regarding the subject matter contained herein. In the event of any conflict between the Terms of Service, the Data Processing Agreement or the Publisher Agreement, the following order of precedence will apply (in descending order): (1) the Data Processing Agreement, (2) the Terms of Service and (3) each Publisher Agreement. Notwithstanding the foregoing, in the event that a Publisher Agreement references a specific provision of these Terms of Service and states that it supersedes such provision, such Publisher Agreement will take precedence only with respect to such specific provision.
The Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall constitute together but one and the same document. Receipt of an originally executed counterpart signature page via an electronic reproduction of an originally executed counterpart signature page by electronic mail is effective execution and delivery of this Agreement.
Last update: August 26th, 2019