terms and conditions
- PURCHASE OF ADVERTISING SERVICES.
GO BY DISTRICT M ("GO") sells to the client, who purchases same, the services described on the reverse side of this contract (the "Advertising Services") for the indicated monthly or lump sum fee (the “Fees”) and pursuant to the current Terms and Conditions (the “Contract”). Following the date of the execution of this Contract, GO will on or about the date indicated: provide the Advertising Services and begin offering the digital advertisement. Website services may include the creation and development of a website landing page (the "Website"), the registration of a domain, and website landing page hosting and support. Should the client have an existing domain, the domain shall be transferred to GO solely for the purpose of providing the Advertising Services. Upon termination of this Contract, provided the client is not in default of payment of Fees, GO will transfer the domain to the client. Client will be responsible for all third party or registrar transfer fees
The client shall respect stipulated product fulfillment timelines and provide GO all information as may be reasonably required to fulfill its obligation under this Contract. Should the client not provide all information required or fail to respect stipulated product fulfillment timelines, GO, after reasonable effort to communicate with the client, may begin billing client the Fees and provide the Advertising Services as is.
- APPROVAL OF THE CLIENT'S CREDIT.
If applicable, the client acknowledges that this Contract is strictly conditional upon GO's approval of the client's credit. GO may cancel this Contract if it deems, at its sole discretion, that the client's credit is not satisfactory. The client therefore authorizes GO to conduct all usual enquiries with third parties regarding the client's solvency and credit and to record in the client's file and disclose to third parties information regarding the client's credit. In the case where a credit check will be required, the client will be asked to fill out a form.
- BUDGETED DIGITAL MEDIA SPEND.
The client acknowledges that GO can modify from time to time the allocation of digital media spend from a digital channel to another in order to optimize the results from the Advertising Services. For any reason, if a portion of the periodic budget remains unused at the end of the period, GO will use this portion in the subsequent period.
- INVOICING AND PRE-AUTHORIZED PAYMENTS.
The client acknowledges that GO will invoice the Fees per the terms described on the reverse side of this contract and will automatically debit the Fees on the client’s credit card at the invoice date.
- INCREASE OF FEE.
The Fees due pursuant to this Contract may be increased annually by GO, in accordance with its standard practices. The client shall pay GO the increased Fees upon receipt of a notice of increase from GO.
- LATE CHARGES.
In the case where the credit card information provided is incorrect and / or GO is unable to process the payment at the date of the invoice, the client undertakes to pay the Fees due pursuant to this Contract upon receipt of GO's invoice. An interest rate of 1.25% per month compounded monthly (16.07 % per year) applies to any amount remaining unpaid 1 month following receipt of the invoice.
- EARLY TERMINATION.
GO may terminate this Contract or any portion of the services provided hereunder at any time for any reason by providing the client with a seven (7) day written notice. GO shall reimburse all Fees and other charges for unrendered services paid by the client. That sum is paid as liquidated and ascertained damages by GO to the client as full and final settlement and satisfaction of GO’s entire liability for any loss, damages, costs and/or expenses suffered or incurred by the client arising from an early termination. The client may not unilaterally terminate this Contract. If the client wishes to resignate the contract before the end of the term, the full balance of the contract will become payable immediately.
9.1. The client shall be in default of this Contract should any one of the following occur (a) the client does not pay the Fees due pursuant to this Contract; (b) the client ceases doing business (c) the client reproduces either a portion of or in its entirety the Advertising Services created by GO in any other media without GO’s consent (hereinafter collectively referred to as a “Default”);
9.2. On the occurrence of any Default, GO may terminate this Contract immediately. Furthermore all Fees for the remaining Term under this Contract shall become immediately due and payable to GO as liquidated damages.
- NO REPRESENTATIONS BY GO; NO WARRANTY OF SUCCESS FOR THE CLIENT.
The client acknowledges that, in order to promote the Advertising Services, GO may convey data, including statistics, estimates of performance or other information, which illustrate the results obtained by certain GO clients, or average results obtained by certain groups of GO clients. GO declares that such data is, to the best of its knowledge, accurate and that said data has been obtained from credible and independent sources. The client also acknowledges that such data is conveyed solely for informational purposes, that GO does not conduct any analysis regarding the client's business and that consequently, the results obtained by the client may vary considerably from client to client.
- THIRD PARTY CONTENT.
The client acknowledges and agrees that GO may aggregate, display and publish third-party content related to the client, as well as publish the client’s content to third-party partners of GO. Further, the client acknowledges and agrees that GO shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with third-party content or the publishing of client’s content to third-party partners. The client releases GO from all liability with respect to third-party content or the publishing of client’s content to third-party partners.
- DISTRICT M PROHIBITED AD CONTENT.
- Pornography, Nudity, Obscenity, or other "Adult" Content
- Hate Speech or Defamatory Language
- Sale of, or instructions for creating, guns, bombs, ammunition, or weapons
- Displaying fake errors to induce user action, or messaging that implies knowledge of a user’s computer or operating system
- Sale of drugs, illegal pharmaceuticals, or paraphernalia
- Charging for government forms and services
- Enabling or Permitting Piracy
- Misappropriation of Copyright, Trademark, Trade Secret, or Patent
- Executes or Downloads Files without User Interaction
- Content that intends to, or does, induce user action through misleading appearance or behavior, including, but not limited to, creatives that mimic video players, functional buttons, errors or warnings about viruses, missing codecs, and corrupt disks.
- CLIENT'S WARRANTY.
The client warrants that it is authorized to display the digital advertisement and the Website. The client warrants that it holds all permits or licenses which may be advertised, including any license to practice issued by any professional or other regulatory body exercising its jurisdiction over the client's activities. The client further warrants that it holds all the rights to use the trade-marks or trade names included in the digital advertisement and the Website and that such use does not violate any provision of any law or statute, including the Trade-Marks Act, the Copyright Act and any other law or statute relating to intellectual property.
- LIMITATION AND EXCLUSIONS.
13.1. The client acknowledges that GO provides a large number of advertising services and that errors may thus occur. GO cannot provide the Advertising Services, on an economic basis, without the benefit of a limitation of liability clause. Consequently, the client also acknowledges that such a limitation of liability clause is a material basis of this Contract, that such a limitation of liability constitutes an essential consideration of GO's undertaking to offer the Advertising Services for the Fees agreed upon.
13.2. In the case of any error or omission in the Advertising Services, GO's liability will be limited to the sum of the Fees due pursuant to this Contract for the Initial Term or any applicable Renewal Period for the affected Advertising Services. The client acknowledges that the present limitation of liability equally applies to third-party vendors of GO, if applicable. The client must notify GO of any errors or omissions in the Advertising Services within forty-five (45) days of GO having provided the Advertising Services. Should the client not notify GO within said notice period, the client shall forfeit all rights related to such errors or omissions.
- MODIFICATIONS TO THIS CONTRACT BY GO.
The client acknowledges that GO may, from time to time, update these Terms and Conditions and the Advertising Services. GO may modify the Advertising Services if said modification is to the advantage of the client or such modification does not substantially affect the rights and obligations of the client. The client is bound by any such modifications from the moment the client receives a notice to that effect. The current version of the Terms and Conditions can be found at https://go.districtm.net/.
GO may assign this Contract or any of its obligations and any payment due under it to a third party without prior written consent from the client. The client may not assign this Contract without GO’s prior written consent. If the client sells its business or its assets, then the client shall promptly notify GO and GO may consent to the assignment.
- GO'S TRADE-MARKS AND PROPERTY OF THE ADVERTISING SERVICES.
The client acknowledges that it is not authorized to use GO's name or any of its trade-marks without the prior written consent of GO. The client also acknowledges that GO owns the intellectual property rights related to the Advertising Services, including but not limited to the digital advertisement, the Website and video. The client undertakes not to reproduce same without GO's prior written consent. Notwithstanding the foregoing and provided the client is not in default of payment of Fees, upon expiry of the Initial Term client may obtain all transferable intellectual property associated with their Website and video.
- PRIVACY PROVISIONS.
This Contract is governed by the laws applicable in the province of Quebec, Canada.