Effective Date: May 14, 2018

ADVERTISING TERMS OF SERVICE

These wavo.me Advertising Terms (“Terms”) are entered into by wavo.me  (“wavo.me”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s use of wavo.me’s advertising platform and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that incorporate by reference these Terms (collectively, “advertising services”).

1 advertising services. Customer authorizes wavo.me and its affiliates to place Customer’s advertising materials, data, and technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by wavo.me or its affiliates on behalf of wavo.me or, as applicable, a third party (“Partner”). Customer is solely responsible for all: (i) Ads, (ii) Ads trafficking or targeting decisions (“Targets”), (iii) destinations to which Ads direct viewers (e.g., landing pages, mobile applications) along with the related URLs, waypoints, and redirects (“Destinations”), and (iv) services and products advertised on Destinations (collectively, “Services”). The Customer authorizes wavo.me and its affiliates to use automated tools to format Ads.  Wavo.me and its affiliates may make available to Customer certain optional advertising services to assist Customer with the selection or generation of Targets, Ads, or Destinations. Customer is not required to authorize use of these optional services and, as applicable, may opt-in to or opt-out of usage of these services. However, if Customer uses these services, then Customer will be solely responsible for the Targets, Ads, and Destinations. wavo.me and its affiliates or Partners may reject or remove a specific Target, Ad, or Destination at any time for any or no reason. wavo.me and its affiliates may modify or cancel advertising services at any time.  

 

2 Policies. Customer is solely responsible for its use of the advertising platform and services (e.g., access to and use of advertising accounts and safeguarding usernames and passwords) (“Use”). advertising Use is subject to applicable wavo.me policies made available by wavo.me to Customer.  Customer also authorizes wavo.me to modify Ads as described in Policies. In connection with the advertising, wavo.me will comply with the wavo.me Privacy Policy available at wavo.me/pages/privacy-policy (as modified from time to time).

Customer will not, and will not authorize any third party to, (i) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, (ii) conceal conversions for advertisements where they are required to be disclosed, (iii) use any automated means or form of scraping or data extraction to access, query or otherwise collect wavo.me advertising-related information from any Property except as expressly permitted by wavo.me, or (iv) attempt to interfere with the functioning of the advertisements. Customer will direct communications regarding Ads on Partner Properties under these Terms only to wavo.me.

The customer Must Comply With Data Protection, Security And Privacy Laws. the customer agree and warrant that the customer are solely responsible when using the advertising platform and Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation and the EU e-Privacy Directive/Regulation), including any notice and consent requirements.

3 Ad Serving. (a) Customer will not provide Ads that contain or connect to malware, spyware, unwanted software or any other malicious code, or knowingly breach or circumvent any advertising security measure. (b) Customer may utilize an Ad server solely for serving or tracking Ads under advertising services that permit third-party Ad serving and only if the Ad server has been authorized by wavo.me.  Wavo.me will implement Customer’s Ad server tags so that they are functional. (c) For online display Ad impressions billed on a CPM or vCPM basis (“Display Ads”), if wavo.me’s applicable impression count for an advertising campaign is higher than Customer’s third-party Ad server impression count  by more than 10% over the invoice period, Customer will facilitate reconciliation efforts between wavo.me and the third-party ad server. If this discrepancy is not resolved, Customer’s sole remedy is to make a claim within 60 days after the invoice date (“Claim Period”). If wavo.me determines that the claim is valid, then wavo.me will issue to Customer advertising credits.  Any advertising credits issued must be used by Customer within 60 days of issuance (“Use-By Date”) and wavo.me may suspend Customer’s permission to utilize that third-party ad server provider and may suspend. Metrics from the third-party whose Ad server tags are provided to wavo.me will be used in the above discrepancy resolution calculations.  Wavo.me may require that discrepancy records be provided directly by the third-party ad server to wavo.me. Customer will not be credited for discrepancies caused by the third-party ad servers inability to serve Ads.

4 Testing. Customer authorizes wavo.me and its affiliates to periodically conduct tests that may affect Customer’s Use of the advertising platform and services, including Ad formatting, Targets, Destinations, quality, ranking, performance, pricing, and auction-time bid adjustments. To ensure the timeliness and validity of test results, Customer authorizes wavo.me to conduct such tests without notice or compensation to Customer.

5 Ad Cancellation. Unless a Policy, the advertising user interface, or an agreement referencing these Terms (an “IO”) provides otherwise, either party may cancel any Ad at any time before the earlier of Ad auction or placement, but if Customer cancels an Ad after a commitment date provided by wavo.me (e.g., a reservation-based campaign), then Customer is responsible for any cancellation fees communicated by wavo.me to Customer, and the Ad may still be published. Cancelled Ads will generally cease serving within 24 business hours or as described in a Policy or IO, and Customer remains obligated to pay all charges resulting from served Ads (e.g., fees based on conversion). Customer must effect cancellation of Ads (i) online through Customer’s account, if the functionality is available, (ii) if this functionality is not available, with notice to wavo.me via email to Customer’s account representative, or (iii) if this functionality is not available and Customer does not have an account representative, with notice to wavo.me via email to [email protected].  Customer will not be relieved of any payment obligations for Ads not submitted or submitted by Customer after the due date provided by wavo.me. wavo.me will not be bound by a Customer provided IO.

6 Warranty, Rights, and Obligations. Customer warrants that (a) Customer holds, and hereby grants wavo.me, its affiliates and Partners, the rights in Ads, Destinations, and Targets for wavo.me, its affiliates and Partners to operate the wavo.me advertisings), and (b) all information and authorizations provided by Customer are complete, correct and current.  Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, each third party, if any, for which Customer advertises in connection with these Terms (“Advertiser”) and any references to Customer in these Terms will also apply to Advertiser, as applicable. If for any reason Customer has not bound an Advertiser to these Terms, Customer will be liable for performing any obligation Advertiser would have had under these Terms had Advertiser been bound. If Customer is using a advertising on its own behalf to advertise, for that use Customer will be deemed to be both Customer and Advertiser. Customer will provide Advertiser with reporting data no less than on a monthly basis, that discloses absolute dollars spent on wavo.me and performance (at a minimum cost, clicks and impressions of users on the account of that Advertiser) in a reasonably prominent location. wavo.me may, upon request of an Advertiser, share Advertiser-specific information with Advertiser.

 

7 Make-Goods. For reservation-based Display Ads, wavo.me will deliver any agreed on aggregate number of Display Ads by the end of the campaign, but if wavo.me fails to do so, then Customer’s sole remedy is to make a claim during the Claim Period. If wavo.me confirms the accuracy of the claim, then wavo.me will not charge Customer for the undelivered Display Ads or, if Customer has already paid, at wavo.me’s reasonable discretion, wavo.me will provide for (i) advertising credits, which must be used by the Use-By Date, (ii) placement of the Display Ads in a position wavo.me deems comparable within 60 days of wavo.me’s confirmation of the accuracy of the claim or (iii) an extension of the term of the campaign. wavo.me cannot assure that any auction-based Ads will be delivered.   Wavo.me cannot assure that any ads purchased on a partner site will be delivered. Wavo.me   Customer authorizes wavo.me and its affiliates to place Customer’s advertising materials, data, and technology (collectively, “Ads” or “Creative”) on any content or property (each a “Property”) provided by wavo.meor its affiliates on behalf of wavo.me or, as applicable, a third party (“Partner”).and therefore make-goods do not apply to auction-based Ads.

 

8 Payment. Customer will pay all charges incurred in connection with an advertising service, using a payment method approved by wavo.me for that Customer (as modified from time to time), within a commercially reasonable time period specified by wavo.me (e.g., in the advertising user interface or IO). Late payments bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. Customer will pay (i) all taxes and other government charges and (ii) reasonable expenses and legal fees wavo.me incurs in collecting late payments that are not disputed in good faith. Charges are based on the billing criteria under the applicable advertising (e.g., based on clicks, impressions, or conversions). Any portion of a charge not disputed in good faith must be paid in full. No party may offset any payment due under these Terms against any other payment to be made under these Terms. wavo.me may, in its sole discretion, extend, revise or revoke credit at any time. wavo.me is not obligated to deliver any Ads in excess of any credit limit. If wavo.me does not deliver Ads to the selected Targets or Destinations, then Customer’s sole remedy is to make a claim for advertising credits within the Claim Period, after which wavo.me will issue the credits following claim validation which must be used by the Use-By Date. Customer understands that third parties may generate impressions or clicks on Customer’s Ads for prohibited or improper purposes and if that happens, Customer’s sole remedy is to make a claim for advertising credits within the Claim Period, after which wavo.me will issue the credits following claim validation, which must be used by the Use-By Date. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) CUSTOMER WAIVES ALL CLAIMS RELATING TO ANY ADVERTISING CHARGES UNLESS A CLAIM IS MADE WITHIN THE CLAIM PERIOD AND (B) THE ISSUANCE OF ADVERTISING CREDITS (IF ANY) IS AT WAVO.ME’S REASONABLE DISCRETION AND IF ISSUED, MUST BE USED BY THE USE-BY DATE.

9 Disclaimers. TO THE FULLEST EXTENT PERMITTED BY LAW, WAVO.ME, ON BEHALF OF ITSELF AND ITS PARTNERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, AS WELL AS ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE ADVERTISING PLATFORM AND SERVICES AND WAVO.ME  AND PARTNER PROPERTIES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND CUSTOMER USES THEM AT ITS OWN RISK. WAVO.ME , ITS AFFILIATES, AND ITS PARTNERS DO NOT MAKE ANY GUARANTEE IN CONNECTION WITH THE ADVERTISING SERVICES OR ADVERTISING RESULTS. WAVO.ME MAKES NO PROMISE TO INFORM CUSTOMER OF DEFECTS OR ERRORS.

10 Limitation of Liability. EXCEPT FOR SECTION 11 AND CUSTOMER’S BREACHES OF SECTIONS 3(A), 14(E) OR THE LAST SENTENCE OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) WAVO.ME, CUSTOMER, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH OTHER TYPES OF DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, WAVO,ME, CUSTOMER, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO WAVO.ME BY CUSTOMER UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.

11 Indemnification. Customer will defend and indemnify wavo.me, its Partners, agents, affiliates, and licensors against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party allegation or legal proceeding to the extent arising out of or related to Ads, Targets, Destinations, Services, Use or any breach of these Terms by Customer. Partners are intended third-party beneficiaries of this Section.

12 Changes to Terms. Wavo.me expressly reserves the right to change these Terms of Use from time to time without notice to the customer. the customer acknowledges and agrees that it is the customer’s responsibility to review this site and these Terms from time to time and to familiarize the customer with any modifications.  The customer’s continued use of the advertising platform and services after such modifications will constitute acknowledgement of the modified Terms of Use.  Either party may terminate these Terms at any time with notice to the other party, but (i) campaigns not cancelled under Section 5 and new campaigns may be run and reserved and (ii) continued advertising Use is, in each case, subject to wavo.me’s terms and conditions then in effect for the advertisings (available at wavo.me.com/ads/terms). wavo.me may suspend Customer’s ability to participate in the advertising platform and services at any time. In all cases, the running of any Customer campaigns after termination is in wavo.me’s sole discretion.

13. Governing Law

The Advertising Platform and Services are controlled by Wavo.me from our offices within Quebec, Canada. It can be accessed from all 10 provinces and 3 territories, as well as from other countries around the world. As each of these places has laws that may differ from those of Quebec, by accessing this site both of us agree that the statutes and laws of the Province of Quebec, and the federal laws of Canada applicable therein, without regard to the conflicts of laws principles thereof and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this site and the purchase of products and services available through this site. Each of us agrees and hereby submits to the exclusive personal jurisdiction and venue any court of competent jurisdiction within Quebec with respect to such matters.

14 Notices

All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at [email protected], if by email, or at wavo.me Inc 320- 3414 Av du Parc, Montreal, QC H2X 2H5 Montreal, Canada if by conventional mail.  Notices to the customer may be sent to the address supplied by the customer as part of the customer Registration Data. In addition, we may broadcast notices or messages through the site to inform the customer of changes to the site or other matters of importance, and such broadcasts shall constitute notice to the customer at the time of sending.


15 Miscellaneous

In any action to enforce these Terms of Use, the prevailing party will be entitled to costs and attorneys fees. Any cause of action brought by the customer against us or our Affiliates must be instituted with one year after the cause of action arises or be deemed forever waived and barred.

the customer may not assign the customer rights and obligations under these Terms of Use to any party, and any purported attempt to do so will be null and void. We may free assign our rights and obligations under these Terms of Use.

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and services available through our site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

If any part of these Terms of Use is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any failure by us to enforce or exercise any provision of these Terms of Use or related rights shall not constitute a waiver of that right or provision.

16 Contact Information

Except as explicitly noted on this site, the services available through this site are offered by wavo.me Inc, a Quebec corporation, located at 320-3414 Av du Parc,QC H2X 2H5, Montreal, Canada.   Our telephone number is 514 531 2766. If the customer notice that any user is violating these Terms of Use, please contact us at [email protected]