PLEASE READ THE FOLLOWING VERY CAREFULLY. BY SIGNING THE SERVICE AGREEMENT, ACCESSING AND USING AN ACCOUNT AND/OR ELECTING TO PARTICIPATE IN THE GOLOOT PUBLISHER NETWORK (OR CONTINUING TO PARTICIPATE FOLLOWING ANY POSTED OR NOTIFIED REVISION OF ANY PART OF THE AGREEMENT), YOU, AS “PUBLISHER,” REPRESENT, WARRANT AND COVENANT THAT YOU ARE ABLE TO AGREE AND ENTER INTO AND PERFORM THE OBLIGATIONS SET FORTH IN THESE TERMS OF USE AS “PUBLISHER” AND YOU ARE AND WILL BE BOUND BY THESE TERMS OF USE. IF YOU WORK FOR OR REPRESENT A PUBLISHER OR OTHER ENTITY THAT IS THE “PUBLISHER” FOR THE PURPOSES OF THESE TERMS OF USE, YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO AND COMPLY WITH THIS AGREEMENT ON BEHALF OF SUCH PUBLISHER OR ENTITY.
1.1. “Advertiser” means any individuals or entities engaging Goloot to promote such individuals’ or entities’ products or services. For the avoidance of doubt, “Advertiser” does not include a Publisher.
1.2. “Advertiser Fees” means the fees paid by Advertisers to Goloot to promote the Advertiser’s Offer Placements.
1.3. “Advertising Services” means the specific advertising services and functionality provided by Goloot as set out in the Service Agreement.
1.4. “Agreement” means, collectively, the Service Agreement and these Terms of Use.
1.5. “Anti-Spam Laws” means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commissions Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) and other laws that regulate the same or similar subject matter.
1.6. “Applicable Laws” means any laws, rules, regulations, orders, decrees, binding codes of conduct, by-laws and mandatory guidance, which are applicable to the Parties, the performance of the Services, or the Agreement, including Privacy Laws.
1.7. “Anonymized Data” means any data generated by the Services which have been Processed through an industry-standard de-identification technology or method and which, as a result, does not relate anymore to an identified or identifiable natural or moral person. For the avoidance of doubts, Anonymized Data does not include Personal Data.
1.8. “Beta Services” means any Services which are made available to the Publisher, with or without Fees, pursuant to the Service Agreement or otherwise, and which are identified as early access, for testing, free trial, beta or otherwise tentative services.
1.9. “Deceptive Activities” shall have the meaning set forth in Section 3.2 of these Terms of Use.
1.10. “Default Offers” means Offer Placements on the Goloot Platform determined in Goloot’s sole discretion including, but not limited to, opt-in visitor surveys, collecting user data, running test campaigns, running public service announcements, and/or running unpaid advertisements from non-profit organizations.
1.11. “Disclosing Party” shall have the meaning set forth in Section 20.1 of these Terms of Use.
1.12. “Flight” means a short, non-mandatory, one-time test period (the length of which, if any, is defined in the Service Agreement) following the initial commercialization of the Goloot Platform in Publisher Properties where both Parties will measure the effectiveness of the Platform and collaboratively agree on their willingness to pursue and/or expand the relationship.
1.13. “Goloot” or “we” shall have the meaning set forth in Section 2.1 of these Terms of Use.
1.14. “Goloot Ad Products” shall have the meaning set forth in Section 1.17.
1.15. “Goloot Fees” means the SaaS Fees, if applicable, and any other amounts owing by Publisher to Goloot under the Service Agreement and these Terms of Use.
1.16. “Goloot Platform” or “Platform” means Goloot’s whitelabel embedded ad widget, its newsletter ad product, its whitelabel web advertising application, its GAM-integrated Goloot ad formats (collectively, the “Goloot Ad Products”) through which Goloot provides the Advertising Services and displays Offer Placements and Default Offers and/or Goloot’s SaaS Offering and all campaign management, reporting, monitoring, targeting, tracking and billing tools and products that enable the Advertising Services and SaaS Offering.
1.17. “Guaranteed Rate” refers to fees that are due and payable by Goloot to the Publisher for Offer Placements, the value and nature of which are defined in the Service Agreement or in an underlying purchase order for a specific month of activity. Guaranteed Rates can take the form of fixed fees or fees per thousand Viewable Impressions (CPM), as further described in Section 9.
1.18. “Intellectual Property” means any kind and all intellectual property, including without limitation, works, inventions (whether patentable or not), discoveries, improvements, trade secrets, know-how, scientific formulae, data, information, images, reports, results, analysis, software, models, research and development information, technical information, prototypes, specifications, patterns, drawings, algorithms, products, compositions, processes and protocols, methods, tests, devices, computer programs, trade-marks and any and all proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, or any other statutory provision or civil or common law principles applicable to the protection of intangible proprietary information or rights, including trade secret law, which may provide right in any of the foregoing as well as any and all application registrations or other evidence of a right in any of the foregoing.
1.19. “Invoice Maturity Date” shall have the meaning set forth in Section 9.3(b) of these Terms of Use.
1.20. “Material Breach” shall have the meaning set forth in Section 13.3 of these Terms of Use.
1.21. “Offer Placements” means the offers, gift cards, coupons and/or other forms of customer incentives offered to customers on the Publisher Properties through the Goloot Platform.
1.22. “Party” shall refer to either the Publisher or Goloot, whichever is applicable. “Parties” shall refer to both the Publisher and Goloot collectively.
1.23. “Personal Data” means any data that can directly or indirectly identify an individual, and which is Processed pursuant to these terms.
1.24. “Privacy Laws” means all Applicable Laws regarding the Processing of Personal Data, and includes Anti-Spam Laws.
1.25. “Privacy Policy” means Goloot’s privacy policy available at: https://www.goloot.io/eng/privacy-policy
1.26. “Processing”, “Processed” or “Process” means any operation or set of operations that is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as but not limited to collection, use, modification, retrieval, disclosure, retention, storage, deletion, and/or management.
1.27. “Publisher” or “you” shall have the meaning set forth in Section 2.1of these Terms of Use.
1.28. “Publisher Earnings” shall have the meaning set forth in Section 7.4 of these Terms of Use.
1.29. “Publisher Marks” shall have the meaning set forth in Section 11.8 of these Terms of Use.
1.30. “Publisher Properties” shall have the meaning set forth in Section 3.1 of these Terms of Use.
1.31. “Publisher Suggestions” shall have the meaning set forth in Section 11.4 of these Terms of Use.
1.32. "Receiving Party” shall have the meaning set forth in Section 20.1 of these Terms of Use.
1.33. “Revenue Share Rate” means, as part of a revenue sharing model, the parts of the Advertiser Fees that are due and payable to the Publisher by Goloot for Offer Placements, the value of which is defined in the Service Agreement.
1.34. “RCI” shall have the meaning set forth in Section 9.3 of these Terms of Use.
1.35. “SaaS Fee” shall have the meaning set forth in Section 7.1 of these Terms of Use.
1.36. “SaaS Offering” means the specific services identified as such in the Service Agreement.
1.37. “Services” means either or both of (a) the SaaS Offering and (b) the Advertising Services, as applicable.
1.38. “Service Agreement” refers to an order form (or equivalent), setting forth the Services, fees (including SaaS Fees, if applicable), dates, Revenue Share Rate (if applicable), contact information and other details, provided by Goloot to the Publisher, accepted and executed by both parties through physical or digital means and to which these Terms of Use are incorporated by reference.
1.39. “Term”, “Initial Term” and “Renewal Term” shall have the meaning set forth in Section 13.1 of these Terms of Use.
1.40. “Termination for Convenience” shall have the meaning set forth in Section 13.5 of these Terms of Use.
1.41. “Terms of Use” shall have the meaning set forth in Section 2.1 of these Terms of Use.
1.42. “Unfilled Placement” shall have the meaning set forth in Section 8.2 of these Terms of Use.
1.43. “User” means an individual using and originating from the Publisher Properties that is exposed to and/or interacting with the Goloot Platform.
1.44. “User Actions” means actions, activities and behaviors, whether digital or in real-life, performed by Users that are tracked by the Publisher and/or Goloot, either separately or jointly, that lead Users to interact with the Offer Placements on the Goloot Platform.
1.45. “Viewable Impressions” means when a Goloot Ad Product containing at least one Offer Placement or Default Offer loads and remains visible to the user for at least one second within their environment (e.g., browser or email client). For an ad to be deemed viewable, at least 50% of it must be visible within the user's environment.
2.1. By clicking “I Have Read and Agree” in the Service Agreement you entered into, and by signing the Service Agreement, you acknowledge that you (herein referred to as “Publisher” or “you”) have read, understood, and agree to be bound to the terms and conditions listed below (the “Terms of Use”) between Publisher and 9361-8759 Québec Inc. (d/b/a Goloot) (“Goloot” or “we”), with a registered address at 2285 Chemin Cambridge, Mont-Royal, QC H3R 2Y4. “Publisher” or “you” also refers to the person or entity browsing, installing, downloading, accessing or otherwise using the Goloot Platform.
2.2. You also acknowledge and agree that: (a) you have read and agree to Goloot’s collection and use of you and your end users’ information when using the Goloot Platform, in accordance with the information contained herein; and (b) Goloot makes no warranties (express or implied), guarantees or conditions with respect to your use of the Goloot Platform, and we provide access to the Goloot Platform on an “as is” basis “with all faults” and “as available.”
2.3. You also acknowledge and agree that, from time to time, Goloot may change, remove, or add to these Terms of Use, and reserves the right to do so at its discretion. Immaterial changes will be posted to the updated Terms of Use and will indicate the date of revision. In the case of material substantive changes, we will provide notice to you via an email (except (a) when we launch a new service or feature, or (b) in urgent situations, such as preventing ongoing abuse or responding to legal requirements) and post updated Terms of Use and indicate the date of revision. All new and/or revised Terms of Use shall take effect immediately and apply from that date on. Your continued use of the Goloot Platform after new and/or revised Terms of Use are in effect indicates that you have read, understood, and agreed to those revised Terms of Use. Should you disagree with the modifications you may discontinue use of the Goloot Platform.
2.4. The Services may include access Beta Services. The Beta Services are optional and use or access to the Beta Services is at the Publisher’s sole risk, unless agreed otherwise. Notwithstanding anything to the contrary, the Beta Services are provided on an “as is” basis “with all faults” and “as available” and and may contain errors, bugs, as well as algorithms in training that can still contain biases, or which may lack accuracy. Goloot makes no promises that future versions of Beta Services will be released or will be available under the same commercial or other terms. Goloot may terminate any Beta Services, or Publisher’s right to use any Beta Services, at any time for any reason or no reason, in Goloot’s sole discretion, without liability of any kind.
3.1. In order to become and remain a Publisher within the publisher network of Goloot, your websites, mobile properties, and applications where you have integrated the Goloot Platform, including all web pages within those domains regardless of whether that particular page hosts the Goloot Platform or not, (collectively, “Publisher Properties”) must contain specialty content that is: (a) current; (b) regularly updated; and (c) resides on a top-level domain. You agree not to alter, translate or create derivative works of Goloot’s Platform in any way without the prior written permission of Goloot. All Publisher Properties are subject to the review and approval of Goloot prior to the integration of the Goloot Platform.
3.2. In addition, Publisher Properties must not: (a) violate any Applicable Laws, including but not limited to any applicable data protection or privacy laws; (b) promote violence, the use of firearms, gambling, online casinos, tobacco, drugs, alcohol, or unlawful subject matter or activities (e.g. discrimination of protected classes, hate crimes, peer-to-peer (P2P) sites, or copyright protection circumvention sites, etc.); (c) violate any Intellectual Property right or other proprietary or privacy right of any third party; (d) be defamatory, libelous, abusive, harassing, offensive, deceptive, obscene, pornographic or sexually explicit; (e) contain, link to, use or otherwise causes the downloading of any malicious code; (f) engage in deceptive, mechanical, computerized or any other behavior or artificial means of increasing the number of users, impressions, page views, click-throughs or any other measure of your traffic (collectively subsection (f), “Deceptive Activities”); (g) contain unmoderated user-submitted content that do not comply with the user-generated content (UGC) guidelines set out in Section 3.6, below.
3.3. Publisher shall, at its own cost and expense, integrate the Goloot Platform according to Goloot-provided specifications and generally accepted industry standards. Goloot hereby grants to Publisher a limited, non-exclusive, non-transferable, and revocable license to use the Goloot Platform during the Term in connection with Publisher’s use of the Services. Goloot will deploy commercially reasonable efforts to technically support the Publisher’s use of the Goloot Platform throughout the course of the Term, including during the integration and/or set up process.
3.4. Except as otherwise set out in the Service Agreement, Publisher is solely responsible for providing, at its own expense, content, development, marketing and technical support for the Publisher Properties or Publisher content. Publisher is solely responsible for all editorial aspects of the Publisher Properties, and Goloot has no obligation to review or control any aspects of the Publisher Properties.
3.5. Publisher shall maintain the Publisher Properties to meet, at a minimum, the terms contained herein and commercially prevalent industry standards. Publisher acknowledges that Goloot has no responsibility to review the content of the Publisher Properties. Publisher shall ensure that the Publisher Properties shall be of a quality and design that allows Goloot the opportunity to maximize its representation of the Publisher Properties in the course of providing any Advertising Services, if applicable.
3.6. UGC Guidelines. Publisher represents and warrants that:
(a) - it requires Users of Publisher Properties to agree to binding terms of use that require such end users to represent and warrant that they have all necessary rights and licenses to submit and to broadcast all user-submitted content;
(b) - it operates the Publisher Properties in accordance with applicable copyright and other law related to Intellectual Property rights, including by establishing and maintaining, in accordance with such law, applicable notice and takedown procedures for allegedly infringing content sufficient to afford Publisher Properties the benefit of any applicable “safe harbors”; and
(c) - UGC on Publisher Properties is subject to a take-down policy, which includes a system for reporting abuse that effectively removes any user-generated content that does not comply with Publisher’s policies, including those related to prohibited content. Publisher shall review any notification from Goloot about the Goloot Platform placed in violation of this Section, and immediately remove UGC that Publisher, in its reasonable discretion, determines is objectionable or in violation of Publisher’s policies. Furthermore, Publisher agrees that it shall remove or block abusive users of Publisher Properties.
4.1. When the Publisher uses Goloot’s Platform, we require that the Publisher follows the rules established in this Section 4. If the Publisher does not follow these rules, Goloot may restrict or block, in its sole discretion, the Publisher’s access to the Goloot Platform and will consider these actions to be a “Material Breach” of this Agreement for the purpose of Section 13.3. Goloot shall not be liable for any damages that result from violations by the Publisher of the rules established in this Section 4. The Publisher shall not: (a) copy, reverse engineer, reverse assemble, disassemble, decompile investigate, modify, create derivative works from the Platform; (b) attempt to gain unauthorized access to the Platform, or otherwise circumvent any software protection or monitoring mechanisms of the Platform; (c) access the Platform to build a similar or competitive product or service or copy any ideas, features, functions or graphics of the Platform; (d) access, search or create accounts for the Platform by any means other than Goloot’s publicly supported interfaces (for example, “scraping” or creating accounts in bulk); (e) use the Platform in a manner that is in violation of Applicable Laws, including to send unsolicited communications, promotions or advertisements in violation of the Canadian Anti-Spam Legislation; (f) scan, probe or test the vulnerabilities of the Platform and introduce malicious software, or deploy denial-of-services attack; (g) disable or interfere in any way with servers or networks connected to the Goloot Platform; (h) attempt to gain unauthorized access to the Goloot Platform; (i) transmit or communicate in any way on the Goloot Platform any data, information, media or any other materials or content that: (i) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (ii) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (iii) is false, inaccurate, intentionally misleading, or impersonates any other person; (iv) gives the impression that it originates from or is endorsed by us or any other person or entity, if that is not the case; (v) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, exploitative, obscene, harmful, sexually explicit, inflammatory, offensive or discriminatory in any way or is otherwise objectionable, such determination to be made in Goloot’s sole discretion; (vi) is harmful to minors in any way or targeted at minors; (vii) infringes, violates or otherwise misappropriates the Intellectual Property or other rights of any third party; (viii) violates, or encourages any conduct that may violate, any Applicable Laws or would give rise to civil or criminal liability; (ix) discloses or provides information protected under any law, agreement or fiduciary relationship, including proprietary or confidential information of others; or (x) contains information about an identifiable individual; (j) impersonate Goloot or any other person or entity; (k) use the Goloot Platform other than for the benefit of the entity that has entered into the Service Agreement to access the Goloot Platform and who has granted you a right of access; (l) copy or store any significant portion of the content available on the Goloot Platform; (m) integrate the Goloot Platform on any sites or pages for which you are not directly responsible or any sites that have not been reviewed and approved by Goloot; or (n) authorize, permit, enable, induce or encourage any third party to do any of the above.
5.1. The downloading and viewing of content from the Goloot Platform is done at your own risk. We do not guarantee or warrant that the Goloot Platform is compatible with your Goloot Platform, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. You are responsible for implementing safeguards to protect the security and integrity of your computer system and/or mobile device, and you are responsible for the entire cost of any service, repairs or connections of and to your computer system and/or mobile device that may be necessary as a result of your use of the Goloot Platform.
6.1. You acknowledge that Goloot may from time to time issue updated or upgraded versions of the Goloot Platform, and may (subject to your device settings) automatically electronically update or upgrade the version of the Goloot Platform that you are then currently using on your browser or mobile application. You consent to receive updates or upgrades to the Goloot Platform automatically without providing further consent each time. The Goloot Platform (including any updates or upgrades) may: (a) cause your device to automatically communicate with our servers to deliver the functionality described in the Service Agreement or through new features as they are introduced, and to record usage metrics; (b) affect preferences or data stored on your device; and (c) collect personal information as set out in our Privacy Policy. You can withdraw consent at any time under certain conditions by contacting us at support@goloot.io.
7.1. You may be required to pay a fee (the “SaaS Fee”) to access the SaaS Offering, as set out in the Service Agreement. The SaaS Fee is based on the subscription tier selected and the functionalities available to you under the selected subscription tier, as exclusively set forth in the Service Agreement. These functionalities may include, but are not limited to:
(a) - the number of Publisher Properties on which you can integrate the Goloot Platform;
(b) - the Goloot Ad Products you can integrate or connect to Publisher Properties
(c) - the number of monthly Offer Placements that you can have on the Goloot Platform;
(d) - your access to any Advertising Services;
(e) - the number of monthly app views supported for the Goloot Ad Products;
(f) - your access to and usage of Goloot reports, insights, and other forms of analytics; and
(g) - any other functionality, tool, resource, support, product or service we may offer.
No other functionalities or features beyond those specified in the Service Agreement will be made available to You under the selected subscription tier.
7.2. Goloot reserves the right in its sole discretion to add, modify, replace, or remove existing functionalities of the Goloot Platform included in your subscription tier. Any addition, modification, replacement or removal of functionality will be communicated to you before such it takes effect.
7.3. In the event that you require functionalities that are not covered by your subscription tier during the Term, an authorized representative from Goloot may assist you in upgrading to a higher subscription tier. Any charges associated with the upgrade will be communicated to you prior to the upgrade, and you will be required to accept such charges through a new Service Agreement before the upgrade can take effect. Goloot makes no representations or warranties that any such upgraded functionality will meet your requirements or be suitable for your particular use case.
7.4. This Section 7.4 applies to Goloot’s provision of the Advertising Services only and does not apply to Goloot’s provision of the SaaS Offering:
(a) - For all Offer Placements sold by Goloot to Advertisers on the Publisher Properties via Goloot Ad Products, Goloot shall pay Publisher the Revenue Share Rate of the Advertiser Fees and/or a Guaranteed Rate (as set out in the Service Agreement or a purchase order for a specific month of activity) minus any Goloot Fees, if applicable (collectively, the “Publisher Earnings”). The nature of the Advertiser Fees and Guaranteed Rate are defined in the Service Agreement and each may be amended at any time by mutual written agreement of the Parties. Goloot’s adjustments to the amount payable to you could include, but shall not be limited to, costs associated with credit card fraud, advertising clawbacks or failure to pay by Advertisers (applicable only under a Revenue Share Rate and pursuant to Section 9.3(b)), suspicious activities, origin and quality of the traffic (including, but not limited to, mismatch in IP address), and accuracy and completeness of information required for campaign tracking. If adjustments occur in accordance with the foregoing, then you will not be guaranteed the Revenue Share Rate or Guaranteed Rate. If any traffic relating to Publisher Properties is found to be invalid, purchased, misrepresentative, suspicious, or otherwise invalid in nature, Goloot reserves the right to withhold any or all Publisher Earnings due to you notwithstanding any contract term, course of dealing or understanding to the contrary. The Publisher shall provide Goloot with any information requested and required by Goloot to determine, validate or confirm the Publisher Earnings at all times.
(b) - Goloot may change the value of the Advertiser Fees at any time without notice to the Publisher during the course of the Term.
(c) - The Revenue Share Rate or Guaranteed Rate are defined in the Service Agreement entered into between you and Goloot, or in an underlying purchase order or equivalent for a specific month of activity, and may be amended from time to time by mutual agreement of the Parties.
7.5. You acknowledge and agree that by purchasing the SaaS Offering only, without Advertising Services, you are solely responsible for selling Offer Placements directly from Advertisers or other third parties and Goloot is not responsible for selling, obtaining or otherwise acquiring Offer Placements on your behalf.
7.6. You acknowledge and agree that SaaS Fees, Advertiser Fees, subscription tiers, Revenue Share Rates, Guaranteed Rates and other fee information is proprietary and is considered “Confidential Information” for the purposes of the Agreement and may not be disclosed to any other third parties, except in accordance with Section 20.
8.1. Goloot does not represent, warrant or guarantee that you will earn any revenue through your use of the Goloot Platform for Advertising Services performed under a Revenue Share Rate or Offer Placements You sell directly to Advertisers.
8.2. If you are receiving Advertising Services, you acknowledge and agree that in the course of providing the Advertising Services, Goloot may not fill all Offer Placements with Advertisers at all times due to, but not limited to, variations in demand (each an “Unfilled Placement”). At the time of entering into the Service Agreement, Publisher shall specify the content to be displayed on the Publisher Properties in the event of an Unfilled Placement . If otherwise not specified, Goloot reserves the right to run Default Offers at its sole discretion through the Goloot Platform on the Publisher Properties. The Guaranteed Rate applies to Unfilled Placements, unless otherwise specified in the Service Agreement.
9.1. SaaS Fees shall be billed by Goloot and paid by the Publisher in accordance with the payment terms specified in the Service Agreement.
9.2. The Publisher shall pay the SaaS Fees using a method of payment approved and authorized by Goloot, which may include, but is not limited to, credit card, wire transfer or cheque. The Publisher shall ensure that any payment information provided is accurate and up to date. In the event of a missed or overdue payment by Publisher, Goloot may suspend access to the Advertising Services and the Goloot Platform until payment is received in full. The Publisher shall be responsible for any fees or charges Goloot incurs as a result of the Publisher’s missed or late payments, including but not limited to, bank charges or interest on overdue payments.
9.3. This Section 9.3 applies to Publisher Earnings paid by Goloot to the Publisher through a Revenue Share Rate:
(a) - You hereby authorize Goloot to generate a recipient created invoice (“RCI”) based on its accounting of the estimated Publisher Earnings and other amounts payable by Goloot to the Publisher, if any, at the end of the month following the month of activity covered by the RCI.
(b) - Goloot will pay Publisher Earnings as shown on any RCI for a Revenue Share Rate within forty-five (45) days of the end of each calendar month in which such RCI is created (the “Invoice Maturity Date”). Goloot shall only be, and Publisher shall only hold, Goloot liable for Publisher Earnings owing to Publisher at the Invoice Maturity Date through a Revenue Share Rate if Goloot has received the full corresponding payment from the Advertiser for the Advertiser Fees contemplated in the calculation of the Publisher Earnings. If the full corresponding payment of the Advertiser Fees is not paid to Goloot by the Advertiser before the Invoice Maturity Date, Goloot will only pay to Publisher the Publisher Earnings in respect of the Advertiser Fees received by Goloot from the Advertiser. Following Goloot’s receipt of the remaining Advertiser Fees, Goloot will include any Publisher Earnings in respect of such remaining Advertiser Fees in the RCI for the calendar month during which the remaining Advertiser Fees were collected. Goloot will use commercially reasonable efforts to retrieve all Advertiser Fees owed to Goloot from the Advertiser.
9.4. This Section 9.4 applies to Publisher Earnings earned through a Guaranteed Rate:
(a) - If Guaranteed Rates are paid through fixed fees: Goloot shall pay the Publisher within sixty (60) days of receiving an invoice from the Publisher via a method of payment of its choice, or as otherwise specified in the Service Agreement.
(b) - If Guaranteed Rates are paid based on thousand Viewable Impressions (CPM): Goloot will generate an RCI by multiplying the cost per thousand Viewable Impressions (CPM) defined in the Service Agreement, or otherwise specified in a purchase order or equivalent for the specific month of activity, by its own independent accounting of Viewable Impressions no longer than thirty (30) days following the end of the month of activity covered by the RCI. The Publisher Earnings specified in such RCI will then be paid via a method of payment solely determined by Goloot within thirty (30) days.
9.5. Any Goloot Fees will be applied to and subtracted from the Publisher Earnings, in accordance with Section 7.4 and 19. In the event that the Goloot Fees exceed the value of the Publisher Earnings in any invoicing period, Goloot will submit an invoice to the Publisher showing such amounts payable by Publisher to Goloot in accordance with Goloot’s standard invoicing process.
9.6. Where specific taxes are due and payable by Goloot on the Publisher Earnings, Publisher will be responsible for such taxes. Goloot may make tax withholdings from amounts owed to Publishers to the extent required by law.
9.7. If an Advertiser requires a legitimate refund of Advertiser Fees or imposes a deduction on the Advertiser Fees after Goloot has already paid the corresponding Publisher Earnings for a Revenue Share Rate to the Publisher, even if the Service Agreement has expired or is terminated, you shall promptly reimburse Goloot for any such refund or deduction.
9.8. Where there is a bona fide dispute between the Parties as to any amounts payable to one Party to the other, such disputed amounts may be withheld so long as each Party is working reasonably to resolve such dispute. Any undisputed amounts must be paid without delay as per the agreed payment terms.
9.9. GOLOOT WILL NOT MAKE ANY PAYMENTS TO YOU UNTIL WE HAVE RECEIVED YOUR AGREEMENT TO THESE TERMS OF USE AND ALL DOCUMENTS AND INFORMATION REASONABLY REQUIRED BY OUR FINANCE DEPARTMENT TO PROCESS SUCH PAYMENTS (WHICH INCLUDES BUT IS NOT LIMITED TO A FORM W8/W9, AS APPLICABLE) AND BANK DETAILS TO WHICH THE BENEFICIARY NAME IS THE PUBLISHER.
9.10. If, in its reasonable judgment, Goloot concludes that there has been Deceptive Activities, Goloot may, without limiting any other remedy herein, terminate the Service Agreement and (a) retain all unpaid Publisher Earnings owing to Publisher and (b) immediately collect all Fees owing to Goloot hereunder.
9.11. Unless otherwise provided in the Agreement, each Party shall retain its own revenues and bear its own costs and expenses in connection with its activities performed under the Agreement.
10.1. Publisher acknowledges and agrees that nothing in the Agreement shall be construed or interpreted as granting to Publisher any exclusive rights or privileges in the relationships with Advertisers, even if (a) the Advertisers pay Advertiser Fees for Offer Placements on the Publisher Properties; (b) the Publisher introduced Goloot to the Advertisers or vice-versa; or (c) the Publisher and the Advertiser have exclusive rights or an exclusive relationship for other matters that do not pertain to the contents of these Terms of Use or the Services provided by Goloot.
10.2. The Publisher acknowledges that Goloot independently owns the relationships with Advertisers to whom it directly sells Offer Placements on its Platform and that fees generated through other publishers, other Goloot partners or other digital or physical properties will not be construed as, interpreted as or be a part of the Publisher Earnings.
11.1. If you are receiving Advertising Services, you hereby grant Goloot the right to sell Offer Placements on the Publisher Properties and to insert such advertising during the Term, including the right access or call to the Publisher Properties or the servers that make them available and to cause the routing, transmission, reproduction, and display of advertising as contemplated in the Agreement, and to collect data and information with regard to Users and Publisher Properties.
11.2. You hereby grant Goloot a non-exclusive, royalty-free and revocable (but only pursuant to Section 13) right and license to use and process any and all data collected and/or generated from the Platform, for the purposes of performing the Services, performing its obligations under the Agreement, complying with Applicable Laws and anonymizing such data.
11.3. You hereby grant Goloot a non-exclusive, perpetual, royalty-free and irrevocable right and license to aggregate and use, for legitimate business purposes, Anonymized Data. Such Anonymized Data may include, but is not limited to, usage data and data on User Actions, cookies and beacon data, metadata, geolocation data and performance data. Upon aggregation of Anonymized Data, Goloot shall be the owner of such aggregated Anonymized Data and may copy, commingle and use such data in its sole discretion for any lawful purpose including, but not limited to create statistical analysis and for research and development purposes. You also hereby acknowledge and agree that all information, graphics and infrastructure provided by Goloot to you are the sole property of Goloot and may not be used without its prior written consent.
11.4. Each of the Parties shall own all rights, titles and interests in their Intellectual Property. Neither this Agreement nor your use of the Goloot Platform grants you ownership in the Goloot Platform. The Agreement does not grant you any right to use any content, including Goloot’s trademarks, graphics, logos and other commercial symbols or brand elements. All right, title and interest, including Intellectual Property rights, in and to the Goloot Platform, including any updates, adaptations, translations, customizations or derivative works thereof, will remain the sole property of Goloot (or our third-party suppliers, if applicable). Subject to this Agreement, we grant you a non-exclusive, non-transferable, non-sublicensable and revocable license and right during the Term to use Goloot Platform. You may allow employees, as approved by Goloot under this Agreement, authorized by you, to access and use the Goloot Platform on your behalf. The Goloot Platform and all materials provided by us hereunder are made available or licensed and not “sold” to you. All rights not expressly granted to you in the Agreement are reserved by Goloot. Notwithstanding anything to the contrary, Goloot shall also be the sole owner of any suggestions, enhancement requests, recommendations or other feedback provided by Publisher to Goloot so long as they are related to the Platform (“Publisher Suggestions”). For the avoidance of doubt, Publisher Suggestions shall mean suggestions, feedback, recommendations or enhancement requests relating to the Platform, including, but not limited to, UI/UX design changes and improvements, new features and new activities. The Publisher Suggestions are intended to apply generally to the Platform and may be added to Goloot’s development roadmap to be generally available for all publishers. Publisher hereby assigns to Goloot, without limitation of any kind, all of its rights, titles and interests therein, Goloot accepting such assignment.
11.5. Certain elements of the Goloot Platform are protected by copyright. You are prohibited from modifying, copying, reproducing, publishing, posting, transmitting, distributing, creating derivative works from, decompiling, transferring or selling the Goloot Platform or any portion thereof or sharing or granting access in any of the foregoing to any third party for any purpose.
11.6. Any use of third party software provided in connection with the Goloot Platform will be governed by such third parties’ licenses and not by this Agreement.
11.7. The name “GOLOOT” is the trademark and trade name of Goloot. Any trademarks, graphics, logos or other commercial symbols appearing in or on Goloot Platform are the exclusive property of Goloot or its third party suppliers and may not be used in any manner without our express written consent.
11.8. You hereby grant Goloot a non-exclusive, royalty-free, fully paid-up, non-transferable, non-sublicensable, and revocable license to use your trademarks, logos and images of the Publisher Properties (collectively, the “Publisher Marks”) solely in connection with Goloot’s marketing, advertising and promotion of the Goloot Platform including on social media, public platforms, physical or digital press releases (including blogs, news, podcasts, radio shows, newspapers, etc.), during the Term. In all cases, Goloot will identify Publisher as owner of the Publisher Marks.
12.1. Publisher agrees that Goloot Processes Personal Data in accordance with its Privacy Policy. Each Party is responsible for its own compliance with Applicable Laws and agrees to collaborate in good faith as required to ensure such compliance.
12.2. Publisher agrees and understands that Offer Placements are displayed on Publisher Properties and/or in a whitelabel web application. As such, Publisher is solely responsible for:
(a) - Ensuring it has obtained and provided, and shall continue to obtain and provide, all necessary consents and notices required, and otherwise has and continues to have all necessary authority, to permit Goloot to perform its obligations and exercise its rights in connection with the Processing of for collecting Personal Data under Applicable Law, including data on User Actions, as required for Goloot to provide its services, and for Users to interact with the Offer Placements and Goloot Ad Products, and shall inform Goloot immediately if any such consents or authority are withdrawn or can no longer be relied upon.
(b) - Obtaining consent (and recording proof thereof) and providing notice in order to ensure it has lawful basis to enable Goloot to provide the offers to Users in the manners decided by such Users, including by SMS, email, in a wallet or otherwise, in accordance with Applicable Laws. Without limiting the foregoing, Publisher agrees to promptly provide Goloot with a copy of consent records upon request.
(c) - Complying with Applicable Laws which apply to the use of Personal Data in relation to the provision of Goloot’s services, including publishing a transparency notice containing the minimal requirements to allow Goloot to provide the services. Such notice shall include, where required, the requirements established by the Digital Advertising Alliance regarding the performance of interest-based advertising.
(d) - Ensuring that all Personal Data Processed by Goloot is adequate, relevant, accurate and up-to-date, and limited to what is necessary to permit Goloot to perform its obligations and exercise its rights under the Agreement.
12.3. Publisher is solely responsible for ensuring that the Services are used by Publisher in a manner that complies with Applicable Laws, including: (a) by registering as a data-broker or obtaining any required licenses or authorization, as applicable and (b) ensuring that targeted advertising may be used in the Publisher’s business activities taking into consideration the types of Personal Data collected to interact with Offer Placements on the Goloot Platform. Without limiting the generality of the foregoing, Publisher agrees and understands that the Services may not be used to Process minors’ Personal Data.
12.4. Goloot will provide information reasonably required for Publisher to complete a privacy impact assessment or any such assessments which Publisher deems reasonably necessary to comply with Applicable Laws. Goloot reserves its right to charge fees to Publisher if such participation requires additional efforts, in which case, Goloot shall provide Publisher with a prior written notice.
12.5. Publisher agrees that any data collected and shared with and by the Goloot Platform, which is related to performance and execution of campaigns across the Publisher network is proprietary to the Goloot Platform and may not be used, shared or solicited for purposes outside of the Goloot Platform. This includes but is not limited to targeting, rates, performance metrics and methods of delivery and execution of campaigns by the Goloot Platform.
13.1. The Agreement shall be effective as of the date you agreed to the Service Agreement and shall remain in place for an initial term of one (1) year (the “Initial Term”). At the end of the Initial Term, the Agreement shall automatically renew for consecutive 12-month periods unless terminated by either Party in accordance with the provisions set forth below (each, a “Renewal Term”). The Initial Term and any Renewal Term(s) are collectively referred to as the “Term”.
13.2. Notwithstanding Section 13.5, if a Flight is defined in the Service Agreement, either Party may terminate, during the course of the Flight, the Initial Term by providing ten (10) days written notice to the other Party. Without a written notice of termination from either Party, the Term shall automatically resume following the Flight and the Parties will be subject to the termination and renewal provisions of the Term as defined herein. For the avoidance of doubt, the “Term” includes any Flight.
13.3. Either Party may terminate the Agreement with immediate effect, whether during the Term or Flight, if any, by giving written notice to the other Party in the event that: (a) the other Party breaches a material provision of the Agreement; provided that if such breach is capable of remedy, no such termination shall be effective unless and until the breaching Party fails to remedy the breach within thirty (30) days after receiving notice from the non-breaching Party clearly detailing the material breach and demanding it to do so or (b) the other Party ceases or threatens to cease to carry on its business, becomes insolvent or becomes bankrupt (collectively, a “Material Breach”).
13.4. In the event of a Material Breach:
(a) - by either Party during a Flight, (i) all SaaS Fees incurred up to the date of termination (including the monthly installment for a SaaS Fee, if any, for the month in which the termination notice was sent) shall be paid in full according to the payment terms set forth in the Service Agreement and (ii) accrued and unpaid Publisher Earnings shall be paid upon termination in accordance with Section 9 of these Terms of Use;
(b) - by Goloot, (i) Publisher will cease paying any SaaS Fees as of the termination date and Goloot will refund any upfront payment of the SaaS Fees on a pro rata basis, and (ii) accrued and unpaid Publisher Earnings shall be paid by Goloot in accordance with Section 9 of these Terms of Use; or
(c) - by Publisher, (i) Goloot shall retain any upfront payment of the SaaS Fees and Publisher shall not be eligible for any refund of any SaaS Fees, (ii) Publisher shall pay any unpaid Goloot Fees within ten (10) days of the date on which termination date, and (iii) any unpaid Publisher Earnings owing to Publisher as of the termination date will be paid in accordance with Section 9 or the terms specified in the Service Agreement.
(d) - Ensuring that all Personal Data Processed by Goloot is adequate, relevant, accurate and up-to-date, and limited to what is necessary to permit Goloot to perform its obligations and exercise its rights under the Agreement.
13.5. Subject to Section 13.2, either Party may terminate the Agreement at any time during the Term for convenience by (a) in the case of Publisher, providing Goloot with a ninety (90) days advance written notice, and (b) in the case of Goloot, providing Publisher of thirty (30) days advance written notice (each a “Termination For Convenience”).
13.6. In the event of Termination For Convenience:
(a) - by Goloot, (i) Publisher will cease paying any SaaS Fees as of the termination date and Goloot will refund any upfront payment of the SaaS Fees on a pro rata basis, and (ii) accrued and unpaid Publisher Earnings shall be paid by Goloot in accordance with Section 9 of these Terms of Use; or
(b) - by Publisher, (i) Goloot shall retain any upfront payment of the SaaS Fees and Publisher shall not be eligible for any refund of any SaaS Fees, (ii) Publisher shall pay any unpaid Goloot Fees within ten (10) days of the date on which termination is effective, and (iii) any unpaid Publisher Earnings owing to Publisher as of the termination date will be retained by Goloot.
13.7. Publisher may terminate the Agreement in accordance with this Section 13 by providing written notice to their authorized customer success representative and support@goloot.io. Goloot will provide a written notice to your email as shown on our records.
13.8. Immediately upon termination of these Terms of Use for any reason:
(a) - all applicable licenses granted to either Party pursuant to the Agreement shall terminate;
(b) - Goloot shall cease to provide and Publisher shall cease to use the Services, including the Goloot Platform; and
(c) - the Parties shall comply with Section 20.6.
14.1. Publisher hereby represents and warrants that: (a) it has the full corporate right, power and authority to enter into the Agreement and to perform the acts required of it under the Agreement; (b) its execution of the Agreement and performance of its obligations under the Agreement do not and will not violate any other agreement to which it is a Party; (c) the Agreement will constitute the legal, valid and binding obligation of such Party when executed and delivered; (d) any and all activities it undertakes in connection with the Agreement will be performed in compliance with all Applicable Laws, rules and regulations, as well as industry self-regulatory principles, including the Digital Advertising Alliance’s (DAA), Self-Regulatory Principles for Online Behavioral Advertising, and the Self-Regulatory Code of Conduct and Principles of the Network Advertising Initiative (NAI); (e) if any of the Publisher Properties are accessible in the EEA, Publisher will ensure that it, and all of its publisher partners, is registered with the IAB Europe Transparency & Consent Framework and comply with the IAB Europe EU Framework for Online Behavioural Advertising and the European Interactive Digital Advertising Alliance’s (eDAA) Self-Regulatory Principles; (f) the Publisher Properties and their contents and any other Intellectual Property rights used by you do not require the consent of any other entity for you to use them in connection with its obligations under the Agreement; (g) the Publisher Properties and their contents are owned exclusively by you, free and clear of any attachments, liens, encumbrances, or adverse claims; (h) your present or contemplated activities, products, or services do not infringe, misappropriate, dilute, impair, or constitute unfair competition with respect to any third party’s Intellectual Property rights; (i) all content, products, and services on Publisher Properties are legal to distribute and that you own or have the legal right to use them; (j) use of the Publisher Properties by Goloot or any of Goloot’s Advertisers will not infringe any third party’s rights, including any Intellectual Property rights; and (k) the Publisher Properties do not and will not contain any content which violates any Applicable Laws.
15.1. Publisher hereby agrees to indemnify, defend, and hold harmless Goloot and its officers, directors, members, managers, agents, parent, subsidiaries, affiliates, customers, and employees from and against all third party claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable legal fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings: (a) for libel, defamation, violation of infringement of any third party’s Intellectual Property rights in connection with the Publisher Properties (except for advertisements supplied by Goloot); (b) relating to a contaminated file, virus, worm, or Trojan horse originating from the Publisher Properties (other than through advertisements supplied by Goloot); (c) arising out of any claim regarding invalid traffic, click fraud or misrepresentative traffic originating from Publisher Properties; (d) breach of any representation, condition, warranty or obligation in the Agreement; and/or (e) Publisher’s negligence, fraud or wilful misconduct.
15.2. Goloot will not be subject to any liability whatsoever for: (a) any failure to provide reference or access to all or any part of the Goloot Platform or websites due to systems failures or other technological failures of Goloot or of the Internet; (b) delays in delivery and/or non-delivery of Offer Placements, including, without limitation, difficulties with an advertiser or creative, difficulties with a third-party server, or electronic malfunction; and (c) errors in content or omissions in any advertising.
16.1. Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, GOLOOT DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING THE SERVICES AND THE GOLOOT PLATFORM, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. THE GOLOOT PLATFORM AND THE SERVICES PROVIDED BY GOLOOT ARE PROVIDED ON AN ““AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE”. GOLOOT AND ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE GOLOOT PLATFORM WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE GOLOOT PLATFORM OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, GOLOOT MAKES NO GUARANTEE REGARDING THE NUMBER, QUALITY, OR CONTENT OF ANY OFFER PLACEMENTS OR THE TIMING OF DELIVERY OF SUCH OFFER PLACEMENTS. GOLOOT RESERVES THE RIGHT AT ALL TIMES, AT ITS DISCRETION, AND WITHOUT NOTICE, TO REMOVE OR REFUSE TO DISTRIBUTE ANY OFFER PLACEMENTS. GOLOOT DOES NOT REPRESENT OR WARRANT THE RESULTS OF USE OF THE GOLOOT PLATFORM. YOU ACKNOWLEDGE THAT GOLOOT MAY MODIFY OR SUSPEND ITS SERVICES AND THE GOLOOT PLATFORM AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE.
16.2. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL GOLOOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE SERVICES OR THE GOLOOT PLATFORM, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING FROM ANY PROVISION OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN NO EVENT SHALL GOLOOT’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE LESSOR OF (A) FIFTY THOUSAND DOLLARS ($50,000), (B) IF GOLOOT IS PROVIDING ADVERTISING SERVICES, THE PUBLISHER EARNINGS PAID BY GOLOOT TO YOU DURING THE 6 MONTH PERIOD PRIOR TO THE TIME SUCH LIABILITY AROSE UNDER THIS AGREEMENT OR (C) IF GOLOOT IS PROVIDING THE SAAS OFFERING, THE SAAS FEES PAID BY PUBLISHER TO GOLOOT DURING THE 6 MONTH PERIOD PRIOR TO THE TIME SUCH LIABILITY AROSE UNDER THIS AGREEMENT.
16.3. For the avoidance of doubt and without limiting Section 16.2, under no circumstances will Goloot be liable to you for any direct or indirect damage or loss you may incur as a result of Goloot’s restriction or suspension of the Services or access to the Goloot Platform at any time and for any reason. For certainty, in the case of Goloot’s provision of the Advertising Services, this Section 16.3 will apply notwithstanding the fact that Goloot may have sold Offer Placements to Advertisers on the Publisher Properties.
17.1. The validity and interpretation of the Agreement and the legal relations of the Parties will be governed by and construed in accordance with the laws in force from time to time in the Province of Quebec and the federal laws of Canada applicable in the Province of Quebec.
18.1. This Agreement shall be binding on the undersigned, its successors and assigns. This Agreement may not be assigned or subcontracted by either Party without the prior written consent of the other Party (not to be unreasonably withheld or delayed), provided that Goloot may assign or subcontract the Agreement without Publisher’s consent to a parent, subsidiary, affiliate, or to any entity that acquires Goloot or all or substantially all of its shares or assets.
19.1. In the event Goloot is due any sums under the Agreement or for any other services provided by Goloot, Goloot may set off such amounts from the Publisher Earnings.
20.1. “Confidential Information” means information of any kind, whether communicated directly or indirectly, orally or in writing or in any other form or medium, of a Party or any of its affiliates, customers, employees, licensors or suppliers (“Disclosing Party”) that has been or is obtained by or otherwise comes into the possession or knowledge of the other Party or any of its affiliates, customers, employees, licensors or suppliers (“Receiving Party”) in connection with the Agreement (whether such information was obtained by or came into the possession of Receiving Party prior to, on, or after the effective date of the Term), including any information concerning the Disclosing Party’s past, present or future business, finances, pricing, technology, formulas, patents, operations, assets, employees, customers, suppliers, contracts or methodologies.
20.2. Confidential Information shall not include information which the Receiving Party can demonstrate: (a) is readily available to the public in the same form through no fault of the Receiving Party; (b) did not originate from the Disclosing Party and was lawfully obtained by the Receiving Party in the same form from an independent third party without any restrictions or disclosure; or (c) did not originate from the Disclosing Party and was in the possession of the Receiving Party in the same form prior to the disclosure to the Receiving Party by the Disclosing Party.
20.3. The Receiving Party acknowledges and agrees that the Confidential Information is proprietary information to the Disclosing Party, and may constitute Intellectual Property of the Disclosing Party, whether or not any portion thereof is or may be validly copyrighted or patented.
20.4. The Receiving Party shall only use or disclose the Confidential Information of the Disclosing Party for the purposes set forth in the Agreement, including to defend its rights and interests, and shall protect such Confidential Information with at least the same degree of care and confidentiality, but not less than a reasonable standard of care and confidentiality, which the Receiving Party utilizes for its own Confidential Information. The Receiving Party shall take commercially reasonable steps as necessary to prevent the unauthorized access and disclosure of the Disclosing Party’s Confidential Information, such as enforcing access on a need-to-know basis.
20.5. The Receiving Party shall be authorized to disclose the Confidential Information to its affiliates, permitted third party service providers, auditors and consultants to the extent necessary to perform its obligations under this Agreement, for legal reasons, or as required for reasonable operational efficiency. The Receiving Party shall ensure that all such recipients are under an appropriate confidentiality obligation or undertaking providing the Disclosing Party with substantially the same protections as under these Terms of Use. The Receiving Party shall also be allowed to disclose Confidential Information if approved in writing by the Disclosing Party.
20.6. Upon termination of the Agreement for any reason, the Receiving Party shall, at the Disclosing Party’s option: (a) return the Confidential Information without undue delay and/or (b) securely destroy the Confidential Information without undue delay, and in accordance with industry’s best standards. Upon request, the Receiving Party shall confirm in writing that the Confidential Information has been returned and/or deleted. Notwithstanding the foregoing, the Receiving Party is authorized to keep a copy of the Confidential Information as required for business continuity purposes, pursuant to internal retention schedules, and for legal, auditing or financial reasons.
21.1. The Parties are independent contractors, and no agency, partnership or other form of joint venture or employment relationship is intended or created by the Agreement.
22.1. If any of the provisions contained in the Agreement are determined to be void, invalid or otherwise unenforceable by a court of competent jurisdiction, such provision will be severed from the Agreement and all other provisions of the Agreement will remain in full force and effect.
23.1. In no event shall failure or delay on the part of either Party in enforcing any provision, right or remedy provided in the Agreement be or be deemed to be a waiver of any subsequent breach of the same or any other provision of the Agreement.
24.1. The following sections, together with any provision of this Agreement which expressly or by its nature survives termination or expiration, or by their nature ought to survive termination or expiration, or which contemplates performance of observance subsequent to termination or expiration of this Agreement, will survive expiration or termination of this Agreement for any reason: Sections 2, 7, 9, 12, 13, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25 and 27
25.1. These Terms of Use with the Service Agreement and all exhibits thereto constitutes the entire understanding between the parties with respect to the subject matter of the Agreement and supersedes any previous or contemporaneous oral or written arrangements, representations or understandings relating to the subject matter of the Agreement. Except as set forth herein, the Agreement may not be amended, terminated, or waived orally. In the event and to the extent of an inconsistency or conflict between any of the provisions of the Service Agreement and these Terms of Use, the provisions of these Terms of Use shall prevail.
26.1. A delay by either Party in performing its obligations will not be a breach of these Terms of Use if caused by pandemic, fire, war, flood or other event beyond the reasonable control of such Party. The affected Party will notify the other Party of such an event and resume performance as soon as possible.
27.1. Other than notices provided pursuant to Section 1 (3.) and 10 (2.) above, all notices, consents and approvals to Publisher shall be delivered in writing to the most recent address in Goloot’s file for the Publisher. All notices , consents and approvals to Goloot must be delivered in writing to 2285 Chemin Cambridge, Mont-Royal QC H3R 2Y4 and to the attention of the Legal Department at support@goloot.io. Each such notice, other than notice provided pursuant to Section 2.3, will be deemed given or made as follows: (a) if sent by hand delivery or overnight courier, upon delivery; (b) if sent by mail, upon the earlier of the date of receipt or 3 days after deposit in the mail, first class and postage prepaid; (c) if sent by telecopy, upon receipt; and (d) if sent by electronic mail, upon the next business day following such electronic mail transmission provided no “undeliverable” notice is received. Publisher agrees and acknowledges that it is responsible for ensuring Goloot has accurate and current information for purposes of providing notice, including its address.
