These terms and conditions of sale govern the advertising agreement and are an integral part of it (hereinafter the “Agreement”) for which GO, driven by District M (hereinafter “GO”) provides Advertising Services as defined in the Agreement to the benefit of the signatory of the Agreement (hereinafter the “Client”). The Client and GO may also be referred to individually as a “Party” or collectively as the “Parties”. By signing the Agreement, the Client hereby commits to being subject to, without any reservation, the current terms and conditions of sale. No specific conditions may, without formal and written acceptance by GO, prevail over the current terms and conditions of sale. In case of any differences between the two, the French version shall take precedence over the English version.
GO hereby grants the Client a non-exclusive, non-transferable license to access and use the GO platform (hereinafter the “Platform”) and to benefit from the Advertising Services for the duration specified in the Agreement, in relation to the Client’s digital advertising campaigns (hereinafter the “Campaigns”). If the Client so requests, the Advertising Services may include the creation and development of a landing page, registration of a domain name, hosting for the landing page, and relevant technical support. This Agreement does not grant any rights or interests in the Advertising Services other than those expressly mentioned in the Agreement. The Client’s use of the Platform must comply with the applicable laws and regulations at all times, as well as with all policies and procedures that GO may establish, from time to time, in connection with the Platform.
The Client commits to make available to GO all of the Advertising Material (as defined below) required to carry out its obligations in terms of the Agreement no later than five (5) days before the date on which the Client’s advertising Campaigns are expected to go online. The Advertising Material specifically includes, but is not restricted to: logo, photo, video, legal name, contact information, activity description, products and/or services offered, website, territory targeted, description of one or more services/products that the Client wishes to advertise, domain name, trademark, font, and colour palette. The Advertising Material must be correct, complete, in a usable format, and of good quality. GO reserves the right to approve, at its sole discretion, the Advertising Material provided by the Client. If the Client fails to provide the required Advertising Material or to meet the aforementioned deadlines, GO reserves the right: (i) to create the missing Advertising Material at the Client’s expense, or (ii) to cancel the Advertising Services in compliance with article 8. The Client is responsible for ensuring that the contents of the Advertising Material comply with all federal, local, provincial and regional laws, rules, regulations, and/or applicable advertising standards and is responsible for obtaining all required pre-clearances before transmitting them to GO.
The Client acknowledges that the Agreement is strictly conditional on GO’s credit approval. The Client hereby authorizes GO to verify its information and to obtain and communicate all credit details in order to conduct a third-party in-use search concerning its solvency and credit rating. At GO’s request, the Client must supply all additional information required to proceed with the credit or solvency enquiry.
The Client acknowledges that GO may, from time to time, update these terms and conditions of sale as well as the Advertising Services. GO may modify the Advertising Services if the modification is to the Client’s advantage or if it will have no significant effect on the Client’s rights and obligations. The Client is bound by these aforementioned modifications as soon as he or she receives notice to this effect. The up-to-date version of the terms and conditions of sale is available at https://go.districtm.net/go-terms-and-conditions/.
The Client also acknowledges that GO may, from time to time and at its discretion, modify the allocation of digital media spending between different services held by the Client in order to provide the Advertising Services in a way that GO considers to be optimal.
The Client agrees to pay monthly subscription fees, media expenses, as well as all other fees generated by the fulfilment of services in compliance with the Agreement, particularly all expenses connected to the creation of Advertising Material (hereinafter the “Fees”). The Client is also responsible for the taxes associated with the Fees as well as all other fees payable to third parties in order to provide the services described in the Agreement. These Fees are paid by the Client via automatic monthly direct debit, no later than on the date indicated in the Agreement. The Client hereby authorizes GO to debit the Fees directly from its bank account and guarantees that all credit information provided to GO is accurate and complete. GO will charge interest at a rate of 1.25% per month (16% per annum) on outstanding debts when they remain unpaid thirty (30) days after the date given in the Agreement. The client authorizes GO to appoint a collection agency in order to collect any unpaid debts. The Client will pay the fees accrued by GO for collecting any unpaid debt. GO reserves the right to suspend services or to end the Agreement in accordance with Article 8 in the case of unpaid debts.
GO reserves the right to, from time to time, increase the Fees payable as a result of the current Agreement in compliance with its common practices. The Client must pay the increased Fees as soon as he/she has received notice to this effect.
The Agreement is in effect for the indicated duration (hereinafter the “Initial Period”) unless it is terminated by one or the other Parties in accordance with article 8 herein. At the end of the term, the Agreement will automatically be renewed for successive thirty (30) days period under the same conditions (hereinafter “Successive Period”) unless one of the Parties provides written notice to the other Party indicating the intention to end the Agreement at least thirty (30) days before the end of the Initial Period or the Successive Period in progress.
The Agreement may be terminated in its entirety or in part by GO, with or without cause, by providing the Client with five (5) business days’ written notice, in which case GO will reimburse the Client for the Fees and other expenses paid by the Client for services not rendered. This amount paid to the Client by GO represents the entirety of the liquidated damages and is determined to be a definitive and complete settlement of all of GO’s obligations as to losses, damage, fees, and expenses undertaken or suffered by the Client following this termination.
The Client hereby expressly waives its option to unilaterally resiliate the Agreement based on the provisions of article 2125 of the Civil Code of Quebec unless GO commits a material breach of the Agreement and fails to remedy said breach within thirty (30) days following the receipt of a written notice to this effect from the Client.
GO may terminate the Agreement immediately if the Client is in breach: (i) for not executing one of its obligations as specified in the Agreement; or (ii) for reproducing in part or in whole the Advertising Services created by GO in any other medium. The Agreement will be automatically terminated if the Client: (i) voluntarily cedes his or her assets; (ii) is subjected to a bankruptcy order; (iii) becomes insolvent; (iv) files a notice of intention or makes a proposal to creditors; or (vi) ceases activities.
At the resiliation or termination of the Agreement: (i) the balance of fees and other amounts due from the Client until the end of the Initial Period or any ongoing Successive Period becomes immediately due and payable to GO; (ii) the Client will no longer have access to Advertising Services or to the Platform; and (iii), GO will transfer the domain name to the Client, provided that the Client has paid all Fees.
The Client remains responsible for all fees payable to third parties or for registration transfer. In case of early termination for any reason other than termination without cause by GO, the Client remains responsible for paying GO fifty percent (50%) of the monthly subscription fees due for the remaining duration of the Initial Period or of any ongoing Successive Period.
The Client guarantees that it: (i) is authorized to sign the Agreement and that it does not conflict with any other contract or engagement to which the Client is bound; (ii) is authorized to publish and make the Campaigns, the Advertising Material, and the landing page accessible to the public; (iii) possesses all of the permits and licenses that may be made public, including any license to practise provided by a professional group or another regulatory organization having jurisdiction over the Client’s activities; (iv) possesses all rights allowing for the use of trademarks or commercial names contained in the Advertising Material and that this use will not violate the rights of a third party, particularly intellectual property and privacy rights; (vi) will not use the Advertising Services, Advertising Material, or the Platform in a manner that contravenes any applicable law or regulation and; (vi) will not use any Advertising Material containing prohibited content, such as, but not limited to: (a) pornography, nudity, obscenity, sexually explicit or “adult” content; (b) content that is hateful, defamatory, illegal, in bad taste, offensive, discriminatory in terms of gender, skin colour, nationality, age, sexual orientation, handicap, or any other content that is likely to cause harm to a third party’s image; (c) in violation of a third party’s intellectual property rights; (d) permits the display of false errors that lead to an act by the user or a message implying knowledge about the user’s computer or operating system; (e) automatically redirects the user’s browser; (f) makes it possible to activate or permit piracy; (g) makes it possible to execute or download files without the user’s involvement; (h) aims to or incites the user to act via deceptive appearance or behaviour; (i) all content that is false, misleading, or deceptive or that proposes illicit or fraudulent activities; (j) in violation of any federal, local, provincial laws, regulations, and applicable advertising standards, including, but not limited to, Tobacco and Vaping Products Act, Cannabis Act, Food and Drugs Act, Consumer Product Safety Act, Competition Act, and any regulations made under any of the foregoing.
The Client also understands that, in order to promote its Advertising Services and to provide access to the Platform, GO may share some data, such as statistics, performance estimates, and other information that illustrates the results obtained by certain clients, or an average of the results obtained by a group of GO clients. GO declares that this data is accurate to the best of its knowledge. For financial reasons, GO is not able to provide Advertising Services or access to the Platform in the absence of a clause limiting its liability. As a result, the Client also acknowledges that this clause limiting its liability constitutes an important foundation of the Agreement as well as an essential condition for GO to commit to providing Advertising Services in exchange for the agreed Fees. The Advertising Services and the Platform are provided “as is” and without any express or implied guarantee, including, but not limited to, the implied guarantees of merchantability, fitness for a particular purpose, reliability or non-infringement. No warranty is provided to the effect that the Advertising Services or the Platform will be timely, uninterrupted or error-free, that defects will be corrected, or that they will be free from viruses, or from any other defective component.
Without limiting the foregoing, GO makes not representation and provides no warranty with regard to: (i) the number of users who will see the advertisement; (ii) the profit the Client may obtain by using GO’s services; (iii) the fact that the Advertising Services or the Platform will increase sales or achieve a particular result; (iv) that the Client’s objectives will be achieved and that; (v) the Advertising Material will be restricted to a specific territory. No information provided by GO constitutes a warranty unless expressly mentioned herein.
Neither GO nor its administrators, directors, employees, or agents will be responsible to the Client or any third party for any special, indirect, specific, punitive, or consecutive damages of any nature, including but not limited to any loss of profit or use, interruption of activities, or loss of information in connection with the Agreement. The responsibility of GO, its administrators, directors, employees, and agents with regard to this Agreement is limited to the amount of the Fees payable during the six (6) months preceding the event that gave rise to the claim.
The Client must inform GO of any errors or omissions in the Advertising Services within forty-five (45) days of the aforementioned Advertising Services being provided by GO. If this does not take place within the time limit, the Client renounces all rights stemming from the aforementioned error or omission.
GO may assign the current Agreement in part or in whole to a third party without prior written consent from the Client. The Client may not assign the Agreement without prior written consent from GO. Any violation of the current provision constitutes a material breach with regard to the current Agreement and all other resulting legal documents will be rendered null and void.
The Client acknowledges that it may not use GO’s name or any of its trademarks without the prior written consent of GO. The Client also acknowledges that GO retains all intellectual property rights related to the Advertising Services and that some rights related to the Platform may belong to third parties. The Client acknowledges that it may not reproduce them without prior written consent from GO.
The Client hereby grants to GO, for the duration of the Agreement, a royalty-free, non-transferable, non-exclusive license to copy, reproduce, modify, adapt, translate, create derivative material, advertise, transmit, and communicate the Advertising Material, the domain name, and the Client’s Campaigns by all available means in connection with the Advertising Services. At the end of the Agreement, the Client also grants to GO a non-exclusive, non-transferable, royalty-free license to reproduce, modify, display, or publish the Advertising Material created by GO solely in connection with the performance and promotion of Advertising Services rendered.
The Client acknowledges and accepts that GO will use the Client’s personal information in order to meet its obligations in terms of the Agreement and to provide the Client with the Advertising Services as stated in the Agreement. The Client also hereby accepts that personal information will be communicated to GO’s agents or subcontractors in the context of the services that they provide for GO with regard to the Advertising Services. GO’s written agreements with these agents and subcontractors stipulate that this personal information may only be used for the purpose for which it was communicated, and these agents and subcontractors must manage this personal information in compliance with GO’s policy, which is available at https://go.districtm.net/platforms-data-privacy-policy/ concerning confidential information.
Since some of GO’s agents and subcontractors are located in the United States, personal information may be subject to foreign laws requiring that confidential information be communicated to government bodies of the United States. The Client may send any access, erasure or rectification requests regarding personal information to the following address: [email protected].
The Agreement is governed by the applicable laws of the province of Québec, Canada, as well as applicable federal Canadian laws in this regard. Any disagreements concerning the current Agreement will be exclusively submitted to courts in the province of Québec, Canada.
Each provision or covenant contained herein is distinct, therefore any decision of a court determining that one of the provisions is null or unenforceable in whole or in part has no effect on the validity of the remaining portion of the provision in question, the other provisions contained herein, or on their enforceability.
Last update: November 4th, 2019