WALMART CONNECT CANADA TERMS AND CONDITIONS FOR AGENCIES AND ADVERTISERS

DEFINITIONS

Ad” means any promotional message promoting Advertiser’s products or services to be displayed on a Site or Sites.
Advertiser” means the advertiser listed on an applicable IO.
Advertising Materials” means artwork, copy, or active URLs for Ads.
Affiliate” means, as to an entity, any other entity directly or indirectly controlling, controlled by, or under common control with, such entity.
Agency” means the advertising agency acting on behalf of an Advertiser and listed on the applicable IO.
CPA Deliverables” means Deliverables sold on a cost per acquisition basis. “CPC Deliverables” means Deliverables sold on a cost per click basis. “CPL Deliverables” means Deliverables sold on a cost per lead basis.
CPM Deliverables” means Deliverables sold on a cost per thousand impression basis.
Deliverable” or “Deliverables” means the inventory delivered by Media Company (e.g., impressions, clicks, or other desired actions).
IO” means a mutually agreed insertion order that incorporates these Terms, under which Media Company will deliver Ads on Sites for the benefit of Agency or Advertiser.
Media Company” means Wal-Mart Canada Corp.
Media Company Properties” are websites and other advertising channels specified on an IO that are owned, operated, or controlled by Media Company.
Network Properties” means websites and other advertising channels specified on an IO that are not owned, operated, or controlled by Media Company, but on which Media Company has a contractual right to serve Ads.
Policies” means advertising criteria or specifications made conspicuously available, including content limitations, technical specifications, privacy policies, user experience policies, policies regarding consistency with Media Company’s public image, community standards regarding obscenity or indecency (taking into consideration the portion(s) of the Site on which the Ads are to appear), other editorial or advertising policies, and Advertising Materials due dates. The Advertiser brand site and Ads shall not publish, link to, sell or otherwise distribute Adult Content (as defined below), and Advertiser shall promptly remove any such Adult Content publication or link as soon as Advertiser is made aware of Adult Content. “Adult Content” means any material, including textual, audio or video material, which is violent or pornographic, or which contains nudity, explicit violence or depictions of violent or sexual acts. Advertiser will not provide Ads containing malware, spyware or any other malicious code or knowingly breach or circumvent any program security measure. Advertiser will not, and will not authorize any third party to, (1) generate automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions or (2) conceal conversions.
Representative” means, as to an entity and/or its Affiliate(s), any director, officer, employee, consultant, contractor, agent, and/or attorney.
Self-Serve Services” means any campaign and/or reporting services offered by Media Company that can be purchased and managed by Advertiser without further assistance from Media Company.
Site” or “Sites” means Media Company Properties and Network Properties.
Terms” means these Walmart Connect Canada Standard Terms for Media Buys.
Third Party” means an entity or person that is not a party to an IO; for purposes of clarity, Media Company, Agency, Advertiser, and any Affiliates or Representatives of the foregoing are not Third Parties.
Third Party Ad Server” means a Third Party that will serve and/or track Ads.

  1. I. INSERTION ORDERS AND INVENTORY AVAILABILITY
    1. IO Details. From time to time, Media Company (or Media Company’s agent acting on its behalf) and Advertiser may execute IOs that will be accepted as set forth in Section I(b). As applicable, each IO will specify: (i) the type(s) and amount(s) of Deliverables, (ii) the price(s) for such Deliverables, (iii) the maximum amount of money to be spent pursuant to the IO, (iv) the start and end dates of the campaign, and (v) the identity of and contact information for any Third Party Ad Server. Other items that may be included are, but are not limited to, reporting requirements, any special Ad delivery scheduling and/or Ad placement requirements, and specifications concerning ownership of data collected.
    2. Availability; Acceptance. Media Company will make commercially reasonable efforts to notify Advertiser within two (2) business days of receipt of an IO signed by Advertiser if the specified inventory is not available. Acceptance of the IO and these Terms will be deemed the earlier of (i) written (which, unless otherwise specified, for purposes of these Terms, will include paper, fax, or e-mail communication) approval of the IO by Media Company and Advertiser, or (ii) the display of the first Ad impression by Media Company, unless otherwise agreed on the IO. Notwithstanding the foregoing, modifications to the originally submitted IO will not be binding unless approved in writing by both Media Company and Advertiser. Notwithstanding the foregoing, Media Company, expressly reserves the right to control reallocation of Deliverables to support auto-optimization and improved performance of the Deliverables during the campaign, including, but not limited to, media impression mix, flight plan/schedule of impressions and/or emails may be shifted among various media tactics, or removed entirely to allow program enhancements.
    3. Revisions. Revisions to accepted IOs will be made in writing and acknowledged by the other party in writing (which may be done through e-mail).
  1. II. AD PLACEMENT AND POSITIONING
    1. Compliance with IO. Media Company will comply with the IO, including all Ad placement restrictions, and, except as set forth in Section VI(c), will create a reasonably balanced delivery schedule. Media Company will provide, within the scope of the IO, an Ad to the Site specified on the IO when such Site is visited by an Internet user. Any exceptions will be approved by Advertiser in writing.
    2. Changes to Site. Media Company will use commercially reasonable efforts to provide Advertiser at least 10 business days prior notification of any material changes to the Site that would materially change the target audience or materially affect the size or placement of the Ad specified on the applicable IO. Should such a modification occur with or without notice, as Advertiser’s sole remedy for such change, Advertiser may agree upon a make good as a replacement to the agreed upon Ad.
    3. Technical Specifications. Media Company will submit or otherwise make electronically accessible to Advertiser final technical specifications no less than two weeks prior to any Campaign launches. Changes by Media Company to the specifications of already-purchased Ads after this date will allow Advertiser to suspend delivery of the affected Ad for a reasonable time (without impacting the end date, unless otherwise agreed by the parties) in order to (i) send revised Advertising Materials; (ii) request that Media Company resize the Ad at Media Company’s cost, and with final creative approval of Advertiser, within a reasonable time period to fulfill the guaranteed levels of the IO; (iii) accept a comparable replacement; or (iv) if the parties are unable to negotiate an alternate or comparable replacement in good faith within five (5) business days, Media Company shall provide a make-good as a replacement.
    4. Editorial Adjacencies. Media Company acknowledges that certain Advertisers may not want their Ads placed adjacent to content that promotes pornography, violence, or the use of firearms, contains obscene language, or falls within another category as agreed upon between Advertiser and Media Company (“Editorial Adjacency Guidelines”). Media Company will use commercially reasonable efforts to comply with the Editorial Adjacency Guidelines with respect to Ads that appear on Media Company Properties, although Media Company will at all times retain editorial control over the Media Company Properties. For Ads shown on Network Properties, Media Company and Advertiser agree that Media Company’s sole responsibilities with respect to compliance with these Editorial Adjacency Guidelines will be to obtain contractual representations from its participating network publishers that such publishers will comply with Editorial Adjacency Guidelines on all Network Properties and to provide the remedy specified below to Advertiser with respect to violations of Editorial Adjacency Guidelines on Network Properties. Should Ads appear in violation of the Editorial Adjacency Guidelines, Advertiser's sole and exclusive remedy is to request in writing that Media Company remove the Ads and provide makegoods. After Advertiser notifies Media Company that specific Ads are in violation of the Editorial Adjacency Guidelines, Media Company will make commercially reasonable efforts to correct such violation within 24 hours. If such correction materially and adversely impacts such IO, Advertiser and Media Company will negotiate in good faith mutually agreed changes to such IO to address such impacts. Notwithstanding the foregoing, Advertiser acknowledges and agrees that it will not be entitled to any remedy for any violation of the Editorial Adjacency Guidelines resulting from: (i) Ads placed at locations other than the Sites, or (ii) Ads displayed on properties that Advertiser is aware, or should be aware, may contain content in potential violation of the Editorial Adjacency Guidelines.

      For any page on the Site that primarily consists of user-generated content, the preceding paragraph will not apply. Instead, Media Company will make commercially reasonable efforts to ensure that Ads are not placed adjacent to content that violates the Site’s terms of use. Advertiser’s sole remedy for Media Company’s breach of such obligation will be to submit written complaints to Media Company, which will review such complaints and remove user-generated content that Media Company, in its sole discretion, determines is objectionable or in violation of such Site’s terms of use.
  1. III. PAYMENT AND PAYMENT LIABILITY
    1. Fees and Invoices. All fees (exclusive of applicable taxes) shall be set out in the IO. Invoices will be sent to Advertiser’s billing address as agreed upon with Media Company and will include information reasonably specified by Advertiser, such as the IO number, Advertiser name, brand name or campaign name, and any number or other identifiable reference stated as required for invoicing by the Advertiser. All invoices (other than corrections of previously provided invoices) pursuant to the IO will be sent within 90 days of delivery of all Deliverables.

      Upon request from the Advertiser, Media Company should provide proof of performance for the invoiced period, which may include access to online or electronic reporting as determined by Media Company, as addressed in these Terms, subject to the notice and cure provisions of Section IV. Media Company should invoice Advertiser for the services provided at the end of each campaign or as specified on the applicable IO.
    2. Payment Terms. For Advertisers, invoices shall be automatically setoff against any amounts owing by Media Company to Advertiser. All payments must be made by Advertisers within 30 days from their receipt of invoice, or as otherwise stated in a payment schedule set forth on the IO. Payments shall be made to either Media Company or its agent as specified on the IO.
    3. Credit. Media Company reserves the right to request such financial information as it deems necessary for Advertiser to demonstrate sufficient credit. If Advertiser’s credit is or becomes impaired, Media Company may require payment in advance.
    4. Set-off Rights. Media Company may recoup, set off, or credit against all present and future indebtedness of Media Company to Advertiser or any of its affiliates, the amounts receivable from Advertiser arising from any IO entered into with Advertiser.
  1. IV. REPORTING
    1. Confirmation of Campaign Initiation. Media Company will, within five (5) business days of the start date of the Campaign, provide confirmation to Advertiser, either electronically or in writing, stating whether the components of the IO have begun delivery.
    2. Media Company Reporting. If Media Company is serving the campaign, Media Company will make reporting available either electronically or in writing within sixty (60) days of the completion of a campaign, or as otherwise agreed upon between Media Company and Advertiser.
    3. Once Media Company has provided the report, it agrees that Advertiser is entitled to reasonably rely on it, subject to provision of Media Company’s invoice for such period.
    4. Reporting Failure. If Advertiser informs Media Company that Media Company has delivered an incomplete or inaccurate report, or no report at all, Media Company will cure such failure within five (5) business days of receipt of such notice. Failure to cure may result in nonpayment for all activity for which data is incomplete or missing until Media Company delivers reasonable evidence of performance; such report will be delivered within 30 days of Media Company’s knowledge of such failure or, absent such knowledge, within 180 days of delivery of all Deliverables.
  1. V. CHANGES, CANCELLATION AND TERMINATION
    1. Changes to the Services by Media Company. Media Company reserves the right to change any campaign and participation of any Advertiser in a campaign. Campaign launch dates may be modified for campaigns taking place during high retail volume periods as determined by Media Company.
    2. Changes to these Terms by Media Company. Media Company reserves the right to modify these Terms from time to time. Any modifications to these Terms will only apply to new or revised IOs entered into after the date of any such modification.
    3. Media Company Cancellation or Termination without Cause. Notwithstanding anything in these Terms, Media Company may, at any time for any reason immediately reject or remove any portion of an Ad, or Advertising Materials, any content of any campaign under an IO from any Site, any targeting options made available by Media Company. Advertiser shall be responsible for any expenses incurred by Media Company or its Agent as part of any Services that were terminated. If there is a removal of any targeting option without cause by Media Company, Advertiser will be entitled to makegoods on Media Company Properties in accordance with the makegood procedures in these Terms.
  1. VI. MAKEGOODS
    1. Notification of Under-delivery. Media Company will monitor delivery of the Ads, and will notify Advertiser either electronically or in writing as soon as possible if Media Company believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Advertiser and Media Company may arrange for a makegood consistent with these Terms.
    2. Makegood Procedure. If actual Deliverables for any campaign fall below guaranteed levels, as set forth on the IO, and/or if there is an omission of any Ad (placement or creative unit), Advertiser and Media Company will use commercially reasonable efforts to agree upon the conditions of a makegood flight, either on the IO or at the time of the shortfall. In no event will Media Company provide a makegood or extend any Ad beyond the period set forth on the IO without the prior written consent of Advertiser.
    3. In any given month, if there is a shortfall on any guaranteed Deliverables, then the Media Company shall be required to provide make-goods in an amount equal to the shortfall, but in any event the contracted amount is the maximum amount of payment due to Media Company. If all such make-goods are not utilized by the end of the agreed term, Media Company shall, at the Advertiser's sole option: (i) place the Ad units during a later time period acceptable to Advertiser; or (ii) extend the term until the total number of make-goods are delivered.
    4. Unguaranteed Deliverables. If an IO contains upfront line items, CPA Deliverables, CPL Deliverables, or CPC Deliverables, the predictability, forecasting, and conversions for such Deliverables may vary and guaranteed delivery, even delivery, and makegoods are not available.
  1. VII. BONUS IMPRESSIONS
    1. With Third Party Ad Server. Where Advertiser uses a Third Party Ad Server, Media Company will not bonus more than 10% above the Deliverables specified on the IO without the prior written consent of Advertiser. Permanent or exclusive placements will run for the specified period of time regardless of over-delivery, unless the IO establishes an impression cap for Third Party Ad Server activity. Advertiser will not be charged by Media Company for any additional Deliverables above any level guaranteed or capped on the IO. If a Third Party Ad Server is being used and Advertiser notifies Media Company that the guaranteed or capped levels stated on the IO have been reached, Media Company will use commercially reasonable efforts to suspend delivery and, within 48 hours of receiving such notice, Media Company may either (i) serve any additional Ads itself or (ii) be held responsible for all applicable incremental Ad serving charges incurred by Advertiser but only (A) after such notice has been provided, and (B) to the extent such charges are associated with over-delivery by more than 10% above such guaranteed or capped levels.
    2. No Third Party Ad Server. Where Advertiser does not use a Third Party Ad Server, Media Company may bonus as many ad units as Media Company chooses unless otherwise indicated on the IO. Advertiser will not be charged by Media Company for any additional Deliverables above any level guaranteed on the IO.
  1. VIII. FORCE MAJEURE
    1. Generally. Excluding payment obligations, neither Advertiser nor Media Company will be liable for delay or default in the performance of its respective obligations under these Terms if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, pandemics, fire, flood, accident, earthquakes, telecommunications line failures, electrical outages, network failures, acts of God, or labor disputes (“Force Majeure event”). If Media Company suffers such a delay or default, Media Company will make reasonable efforts within five (5) business days to recommend a substitute transmission for the Ad or time period for the transmission.
    2. Related to Payment. If Advertiser’s ability to transfer funds to third parties has been materially negatively impacted by an event beyond the Advertiser’s reasonable control, including, but not limited to, failure of banking clearing systems or a state of emergency, then Advertiser will make every reasonable effort to make payments on a timely basis to Media Company, but any delays caused by such condition will be excused for the duration of such condition. Subject to the foregoing, such excuse for delay will not in any way relieve Advertiser from any of its obligations as to the amount of money that would have been due and paid without such condition.
    3. Cancellation. If a Force Majeure event has continued for five (5) business days, Media Company and/or Advertiser has the right to cancel the remainder of the IO without penalty.
  1. IX. AD MATERIALS
    1. Submission. Advertiser will submit Advertising Materials pursuant to Section II(c) in accordance with Media Company’s then-existing Policies. Media Company’s sole remedies for a breach of this provision are set forth in Section V(c), above, Sections IX (c) and (d), below, and Sections X (b) and (c), below.
    2. Late Creative. If Advertising Materials are not received by the asset due date specified by Media Company, Media Company reserves the right to cancel the campaign or delay launch of the campaign and shall invoice Advertiser for any costs incurred by Media Company in development of such campaign.
    3. Compliance. Media Company reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials, software code associated with the Advertising Materials (e.g. pixels, tags, JavaScript), or the website to which the Ad is linked do not comply with its Policies, or that in Media Company’s sole reasonable judgment, do not comply with any applicable law, regulation, or other judicial or administrative order. In addition, Media Company reserves the right within its discretion to reject or remove from its Site any Ads for which the Advertising Materials or the website to which the Ad is linked are, or may tend to bring, disparagement, ridicule, or scorn upon Media Company or any of its Affiliates (as defined below), provided that if Media Company has reviewed and approved such Ads prior to their use on the Site, Media Company will not immediately remove such Ads before making commercially reasonable efforts to acquire mutually acceptable alternative Advertising Materials from Advertiser. Media Company shall not be required to provide any makegoods for such Ads that have been rejected or removed.
    4. Damaged Creative. If Advertising Materials provided by Advertiser are damaged, not to Media Company’s specifications, or otherwise unacceptable, Media Company will use commercially reasonable efforts to notify Advertiser between five (5) business days of its receipt of such Advertising Materials and up to ten (10) business days prior to launch of campaign.
    5. Modifications. Media Company may edit or modify submitted Ads in any way, including, but not limited to, resizing the Ad, to the extent such modifications comply with any brand guidelines provided by the Advertiser. Media Company will use all Ads in strict compliance with these Terms and any written instructions provided on the IO.
    6. Ad Tags. When applicable, Third Party Ad Server tags will be implemented so that they are functional in all aspects.
    7. Trademark Usage. Media Company, on the one hand, and Advertiser, on the other, will not use the other’s trade name, trademarks, logos, or Ads in any public announcement (including, but not limited to, in any press release) regarding the existence or content of these Terms or an IO without the other’s prior written approval.
    8. Modification and Grant of Rights. Advertiser grant Media Company and Network Property publishers all necessary rights to copy, distribute and display the Ads as necessary to perform its obligations hereunder.
    9. Advertiser’s Responsibilities. Advertiser is solely responsible for all: (x) content of Ads and Ad URLs (“Advertising Materials”), whether generated by or for them (or at their request) and (y) web sites proximately reachable from the Advertising Materials and Advertiser services and products. Advertiser shall protect their passwords and take full responsibility for their own, and third party, use of their accounts.
    10. Intellectual Property. Excluding Advertising Materials provided by Advertiser or as otherwise set forth in an IO, Media Company shall own and retain all right, title and interest in any materials and content it creates for the media buy pursuant to the IO, subject to any usage by Advertiser as contemplated in the IO.
  1. X. INDEMNIFICATION
    1. Advertiser will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) resulting from any claim, judgment, or proceeding whether actual or alleged (collectively, “Claims”) brought by a Third Party resulting from (i) Advertiser’s breach of these Terms or the applicable IO (ii) Advertiser’s violation of Policies (to the extent the terms of such Policies have been provided (e.g., by making such Policies available by providing a URL) via email or other affirmative means, to Advertiser at least 14 days prior to the violation giving rise to the Claim), or (iii) the content or subject matter of any Ad or Advertising Materials to the extent used by Media Company in accordance with these Terms or an IO.

      EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED BY MEDIA COMPANY IN THIS AGREEMENT, ADVERTISER UNDERSTANDS AND AGREES THAT THE DELIVERABLES, THE SITES, DISTRIBUTION NETWORKS FOR ANY PUBLISHERS, INCLUDING ALL COMPONENTS AND FEATURES, AS WELL AS, INFORMATION AND ANY OTHER MATERIALS AND SERVICES PROVIDED BY OR ON BEHALF OF MEDIA COMPANY ARE PROVIDED ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AND ADVERTISER’S USE THEREOF IS AT ADVERTISER’S RISK. MEDIA COMPANY DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS OR GAURANTIES, INCLUIDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, SERVICE QUALITY, NONINFRINGEMNT, AND FITNESS FOR A PARTICULAR PURPOSE.
  1. XI. LIMITATION OF LIABILITY
    1. (a) Advertiser’s obligations under Section X, (b) damages that result from a breach of Section XII, or (c) intentional misconduct by Advertiser, or Media Company, in no event and under any legal or equitable theory, whether in tort, contract, strict liability or otherwise, will any party be liable for any consequential, indirect, incidental, punitive, special, or exemplary damages whatsoever, including, but not limited to, damages for loss of profits, business interruption, loss of information, and the like, incurred by another party arising out of an IO, even if such party has been advised of the possibility of such damages.

      Excluding Advertiser’s obligations under Section X, damages that result from a breach of Section XII, or intentional misconduct by Advertiser, or Media Company, in no event will any party be liable, regardless of the form of action or legal theory, for a total amount exceeding the total fees paid or payable to Media Company under the applicable IO.
  1. XII: NON-DISCLOSURE, DATA USAGE AND OWNERSHIP, PRIVACY AND LAWS
    1. Definitions and Obligations. “Confidential Information” will include (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary. Without limiting the foregoing, Discloser and Recipient agree that each Discloser’s contribution to IO Details (as defined below) shall be considered such Discloser’s Confidential Information. Recipient will protect Confidential Information in the same manner that it protects its own information of a similar nature, but in no event with less than reasonable care. Recipient shall not disclose Confidential Information to anyone except an employee, agent, Affiliate, or third party who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this section. Recipient will not use Discloser’s Confidential Information other than as provided for on the IO. The parties understand that Confidential Information may be disclosed pursuant to these Terms in connection with the Deliverables or other services provided by Media Company pursuant to any IO or otherwise in the course of the parties’ business relationship.
    2. Exceptions. Notwithstanding anything contained herein to the contrary, the term “Confidential Information” will not include information which: (i) was previously known to Recipient; (ii) was or becomes generally available to the public through no fault of Recipient; (iii) was rightfully in Recipient’s possession free of any obligation of confidentiality at, or prior to, the time it was communicated to Recipient by Discloser; (iv) was developed by employees or agents of Recipient independently of, and without reference to, Confidential Information; or (v) was communicated by Discloser to an unaffiliated third party free of any obligation of confidentiality. Notwithstanding the foregoing, the Recipient may disclose Confidential Information of the Discloser in response to a valid order by a court or other governmental body, as otherwise required by law or the rules of any applicable securities exchange, or as necessary to establish the rights of either party under these Terms; provided, however, that both Discloser and Recipient will stipulate to any orders necessary to protect such information from public disclosure.
    3. Additional Definitions. As used herein the following terms shall have the following definitions:
      1. “User Volunteered Data” is personally identifiable information collected directly from individual users by Media Company on behalf of the Advertiser during delivery of an Ad pursuant to the IO, but only where it is expressly disclosed to such individual users that such collection is solely on behalf of Advertiser.
      2. “IO Details” are details set forth on the IO but only when expressly associated with the applicable Discloser, including, but not limited to, Ad pricing information, Ad description, Ad placement information, and Ad targeting information.
      3. “Performance Data” is data regarding a campaign gathered during delivery of an Ad pursuant to the IO (e.g., number of impressions, interactions, and header information), but excluding Site Data or IO Details.
      4. “Site Data” is any data that is (A) pre-existing Media Company data used by Media Company pursuant to the IO; (B) gathered pursuant to the IO during delivery of an Ad that identifies or allows (i) identification of Media Company or Media Company’s Site, brand, content, context, or users, or (ii) tracking of such users; (C) entered by users on any Media Company Site or Network Property other than User Volunteered Data; or (D) any data generated by Media Company’s in-store and online shopper activity.
      5. “Collected Data” consists of IO Details, Performance Data, and Site Data.
      6. “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user for purposes other than performance of the IO.
      7. “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous Advertisers and precludes identification, directly or indirectly, of an Advertiser.
    4. Use of Collected Data.
      1. Unless otherwise authorized by Media Company, Advertiser will not: (A) use Collected Data for Repurposing; (B) combine Site Data with other Advertiser data; (C) disclose IO Details of Media Company or Site Data to any Affiliate or Third Party or use Site Data for any advertising outside of Media Company Site. Notwithstanding anything to the contrary in these Terms, publishers of Network Properties may receive certain IO Details and Performance Data.
      2. Unless otherwise authorized by Advertiser, Media Company will not: (A) use or disclose IO Details of Advertiser, Performance Data, or a user’s recorded view or click of an Ad, each of the foregoing on a non-Aggregated basis, for Repurposing or any purpose other than performing under the IO, compensating data providers in a way that precludes identification of the Advertiser; or (B) use or disclose any User Volunteered Data in any manner other than in performing under the IO. Notwithstanding anything to the contrary in these Terms, Media Company may use Site Data and Performance Data for (A) internal purposes, including internal analytics; (B) improving services offered to Advertisers; and (B) marketing purposes on a non-Aggregated, anonymized basis.
      3. Advertiser, Agency, and Media Company (each a “Transferring Party”) will require any Third Party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party, unless otherwise set forth in the IO.
    5. User Volunteered Data. All User Volunteered Data is the property of Advertiser, is subject to the Advertiser’s posted privacy policy, and is considered Confidential Information of Advertiser. Any other use of such information will be set forth on the IO and signed by both parties.
    6. Privacy Policies. Advertiser and Media Company will post on their respective Web sites their privacy policies and adhere to their privacy policies, which will abide by applicable laws. Failure by Media Company, on the one hand, or Agency or Advertiser, on the other, to continue to post a privacy policy, or non-adherence to such privacy policy, is grounds for immediate cancellation of the IO by the other party.
    7. Compliance with Law. Advertiser and Media Company will at all times comply with all federal, provincial, and local laws, ordinances, regulations, and codes which are applicable to their performance of their respective obligations under the IO.
    8. Advertiser Data Collection. Advertiser may use browser cookies solely for the purpose of tracking impressions, conversion, fraud screening, viewability, invalid traffic, brand safety and view-time data for Ads delivered hereunder, which shall be deemed Permitted Data as further defined below. For further clarity and emphasis, the aforementioned “tracking” is defined as measuring and monitoring only and does not, for example include authority to create any segments. Advertiser may not collect any other data or information as part of Ad delivery without Media Company’s prior written approval of (i) the type of data or information to be collected (as approved, “Permitted Data”) and (ii) the means used to gather such data or information (e.i., tags, pixels or other technologies, devices, or means) (“Data Collection Tags”) and any changes thereto. In no event will Advertiser be permitted to use or knowingly engage others to use: (1) Locally Shared Objects/Flash Cookies (LSO/FSO) or Document Object Model (DOM) storage; (2) any JavaScript or similar technologies to ascertain the web browsing history of a user; (3) any Tags or other technologies that "respawn" a user’s cookies (including but not limited to HTML5 local storage, browser cache) after the user has deleted his or her cookies using standard browser settings or which otherwise circumvent user-expressed privacy/data collection preferences; or (4) any Tags or other technologies that do not provide users with an opportunity to control the use of such technologies. Permitted Data shall not include any personal information of any user. Advertiser must disclose and obtain Media Company’s prior written approval to use a third party vendor to collect any Site Data hereunder. Advertiser will comply with all applicable laws and regulations and any applicable known third party requirements in its collection of any Permitted Data hereunder.

      Advertiser may only use Permitted Data or other data made available to Advertiser in connection with the IO, including data that is obtained, collected, or derived as a result of targeting parameters provided by Media Company, for Advertiser’s internal use to manage its advertising account(s) with Media Company; and, without limiting the generality of the foregoing, Advertiser will not publish or otherwise disclose such data, create profiles of Media Company users, use such data for retargeting or other internet based advertising purposes or combine such data with other data for the purposes of creating its own audience segments for internal analysis or further marketing purposes (in addition to any other data usage restrictions herein). Media Company may monitor the Advertiser’s use of all Data Collection Tags to ensure that Advertiser complies with these Terms. In addition to any other applicable data use restrictions set forth in these Terms, Advertiser shall not use Site Data (including Permitted Data) for any unauthorized purpose (including without limitation, for the purposes of the creation, categorization or re-targeting of data segments) and Advertiser shall not permit any third party to use Site Data (which in this case does include Permitted Data).
  1. XIII. THIRD PARTY AD SERVING AND TRACKING (Applicable if Third Party Ad Server is used)
    1. Ad Serving and Tracking. Media Company will track delivery through its ad server and, provided that Media Company has approved in writing a Third Party Ad Server to run on its properties, Advertiser will track delivery through such Third Party Ad Server. Advertiser may not substitute the specified Third Party Ad Server without Media Company’s prior written consent.
    2. Controlling Measurement. If both parties are tracking delivery, the measurement used for invoicing advertising fees under an IO (“Controlling Measurement”) will be determined as follows:
      1. Except as specified in Section XIII(b)(iii), the Controlling Measurement will be taken from an ad server that is certified as compliant with the IAB/AAAA Ad Measurement Guidelines (the “IAB/AAAA Guidelines”).
      2. If both ad servers are compliant with the IAB/AAAA Guidelines, the Controlling Measurement will be the Media Company’s ad server so long as it is a Third Party Ad Server if such Third Party Ad Server provides an automated, daily reporting interface which allows for automated delivery of relevant and non-proprietary statistics to Media Company in an electronic form that is approved by Media Company; provided, however, that Media Company must receive access to such interface in the timeframe set forth in Section XIII(c), below.
      3. If neither party’s ad server is compliant with the IAB/AAAA Guidelines or the requirements in subparagraph (ii), above, cannot be met, the Controlling Measurement will be based on Media Company’s ad server, unless otherwise agreed by Advertiser and Media Company in writing.
    3. Ad Server Reporting Access. As available, the party responsible for the Controlling Measurement will provide the other party with online or automated access to relevant and non-proprietary media statistics (i.e. impressions, clicks, CTR) from the ad server within one (1) day after campaign launch. The other party will notify the party with Controlling Measurement if such party has not received such access. If such online or automated reporting is not available, the party responsible for the Controlling Measurement will provide placement-level activity reports to the other party in a timely manner, as mutually agreed to by the parties or as specified in Section IV(b), above, in the case of Ads being served by Media Company. If both parties have tracked the campaign from the beginning and the party responsible for the Controlling Measurement fails to provide such access or reports as described herein, then the other party may use or provide its ad server statistics as the basis of calculating campaign delivery for invoicing. Notification may be given that access, such as login credentials or automated reporting functionality integration, applies to all current and future IOs for one or more Advertisers, in which case new access for each IO is not necessary.
    4. Measurement Methodology. Media Company will make reasonable efforts to publish, and Advertiser will make reasonable efforts to cause the Third Party Ad Server to publish, a disclosure in the form specified by the AAAA and IAB regarding their respective ad delivery measurement methodologies with regard to compliance with the IAB/AAAA Guidelines.
    5. Third Party Ad Server Malfunction. Where Advertiser is using a Third Party Ad Server and that Third Party Ad Server cannot serve the Ad, Advertiser will have a one-time right to temporarily suspend delivery under the IO for a period of up to 3 business days. Upon written notification by Advertiser of a non-functioning Third Party Ad Server, Media Company will have 1 business day to suspend delivery. Following that period, Advertiser will not be held liable for payment for any Ad that runs within the immediately following 3 business days until Media Company is notified that the Third Party Ad Server is able to serve Ads. After the 72-hour period passes and Advertiser has not provided written notification that Media Company can resume delivery under the IO, Advertiser will pay for the Ads that would have run, or are run, after the 72-hour period but for the suspension, and can elect Media Company to serve Ads until the Third Party Ad Server is able to serve Ads. If Advertiser does not so elect for Media Company to serve the Ads until Third Party Ad Server is able to serve Ads, Media Company may use the inventory that would have been otherwise used for Media Company’s own advertisements or advertisements provided by a Third Party.
    6. Third Party Ad Server Fixed. Upon notification that the Third Party Ad Server is functioning, Media Company will have 72 hours to resume delivery. Any delay in the resumption of delivery beyond this period, without reasonable explanation, will result in Media Company owing a makegood to Advertiser.
    7. CPC Deliverables. Notwithstanding anything in these Terms, for the purposes of CPC Deliverables served on Media Company Properties, Media Company shall track delivery though its ad servers and such Media Company measurements shall be used for any fees related to the CPC Deliverables.
  1. XIV. SELF-SERVE SERVICES
    1. Advertiser’s Responsibilities: Advertiser is responsible for setting up the Campaign in applicable platform, managing the Campaign and where applicable, accessing all reporting services through such platform.
    2. The following sections of these Terms and Conditions shall not apply to any IO for Self-Serve Services: Sections I(b), II, IV, VI, and VII.
    3. The Advertiser shall be responsible for accepting the applicable platform terms and conditions. Where such terms and conditions conflict with these Terms, the applicable platform terms and conditions shall govern.
  1. XV. AGENCY ARRANGEMENTS
    1. Advertiser References. Where an Agency has entered into an IO, any references to “Advertiser” as used throughout these Terms shall mean the Agency together with the Advertiser.
    2. Agency Representations and Warranties. Agency represents and warrants that it has the authority as Advertiser’s agent to bind Advertiser to these Terms and each IO, and that all of Agency’s actions related to these Terms and each IO will be within the scope of such Agency Relationship. Upon request, Agency will make available to Media Company written confirmation of the relationship between Agency and Advertiser. This confirmation should include, for example, Advertiser’s acknowledgement that Agency is its agent and is authorized to act on its behalf in connection with the IO and these Terms. Agency will defend, indemnify, and hold harmless Media Company and each of its Affiliates and Representatives from Losses resulting from it’s alleged breach of this Section XIV(b).
    3. Invoicing and Payment Liability. Unless otherwise set forth by Agency on the IO, Media Company agrees to hold Agency liable for payments solely to the extent proceeds have cleared from Advertiser to Agency for Ads placed in accordance with the IO. For sums not cleared to Agency, Media Company agrees to hold Advertiser solely liable. Media Company understands that Advertiser is Agency’s disclosed principal and Agency, as agent, has no obligations relating to such payments, either joint or several, except as specifically set forth in this Section XIV(c) and Section X(c).

      If Media Company sends the invoice after the 90-day period as set out in Section III(a), and the Agency either has not received the applicable funds from the Advertiser or does not have the Advertiser’s consent to dispense such funds, Agency will use commercially reasonable efforts to assist Media Company in collecting payment from the Advertiser or obtaining Advertiser’s consent to dispense funds. Upon the request of Media Company, Agency will confirm whether Advertiser has paid to Agency in advance funds sufficient to make payments pursuant to the IO. Agency agrees to make every reasonable effort to collect and clear payment from Advertiser on a timely basis.

      Agency’s credit is established on a client-by-client basis. If Advertiser proceeds have not cleared for the applicable IO, other advertisers from Agency will not be prohibited from advertising on the Site due to such non-clearance if such other advertisers’ credit is not in question.
  1. XVI. MISCELLANEOUS
    1. Representations and Warranties. Media Company represents and warrants that Media Company has all necessary permits, licenses, and clearances to sell the Deliverables specified on the IO subject to these Terms. Advertiser represents and warrants that (i) Advertiser has all necessary licenses and clearances to use the content contained in the Ads and Advertising Materials as specified on the IO and subject to these Terms, including any applicable Policies; (ii) that its advertising claims for its products used in connection with these Terms shall not be false or misleading; (iii) that it has in its possession adequate and sufficient data to establish the truthfulness of any and all advertising and labelling claims and that past usage of the same or similar claims has occurred without, to such a party’s knowledge, any objections by any local, provincial or federal government agency or regulator; (iv) the Advertiser brand sites shall not be operated in violation of any applicable federal, provincial or local law, rule or regulation; (v) the French versions of the Ads and Advertising Materials are an accurate and proper translation of their corresponding English Versions, or vice versa; (vi) the Advertising materials and websites linked from the Advertiser’s Ads (including services or products therein) will not violate or encourage violation of any applicable laws or Policies. (vii) the content included in the Ads, Advertising Materials and on the Advertiser's brand site, as well as the operation of the Advertiser brand site, will not knowingly (I) violate or infringe the copyright, trademark, trade name, patent, literary, intellectual, artistic or dramatic right, right of publicity or privacy or any other right of any entity or person; (II) contain any material which is libelous, slanderous, threatening, pornographic or obscene; (III) promote illegal or racist activity; (IV) contain any products or services for the delivery of unsolicited electronic email; and, (viii) all information provided by Advertiser under these Terms is complete, correct and current; and (ix) Advertiser is authorized to act on behalf of any third parties for which Advertiser advertises in connection with these Terms.
    2. Assignment. Advertiser may not resell, assign, or transfer any of its rights or obligations hereunder, and any attempt to resell, assign, or transfer such rights or obligations without Media Company’s prior written approval will be null and void. All terms and conditions in these Terms and each IO will be binding upon and inure to the benefit of the parties hereto and their respective permitted transferees, successors, and assigns.
    3. Entire Agreement. Each IO (including the Terms) will constitute the entire agreement of the parties with respect to the subject matter thereof and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to the subject matter of the IO. The IO may be executed in counterparts, each of which will be an original, and all of which together will constitute one and the same document.
    4. Conflicts; Governing Law; Amendment. In the event of any inconsistency between the terms of an IO and these Terms, the terms of the IO will prevail. All IOs will be governed by the laws of the Province of Ontario. Media Company and Agency (on behalf of itself and Advertiser) agree that any claims, legal proceedings, or litigation arising in connection with the IO (including these Terms) will be brought solely in Ontario, and the parties consent to the jurisdiction of such courts. No modification of these Terms will be binding unless in writing and signed by both parties. If any provision herein is held to be unenforceable, the remaining provisions will remain in full force and effect. All rights and remedies hereunder are cumulative.
    5. Notice. All notices or other communications required or permitted hereunder or under any IO shall be made in writing and shall be deemed duly given either (i) upon transmittal of an e-mail to the contact person for the recipient Party at the e-mail address designated in the recipient Party’s contact information specified on the IO, with reasonable evidence of successful transmission, or (ii) on the third business day after mailing by either registered or certified mail, return receipt requested, postage prepaid, to the contact person for the recipient Party at the mailing address designated for the recipient Party in the recipient Party’s contact information specified on the IO.

      In addition, a copy of any notice or communication to Walmart must be (i) sent by facsimile to (905) 821-6385 Attention: Legal Department or (ii) mailed by certified or registered mail, return receipt requested, with postage prepaid to:

      Wal-Mart Canada Corp.
      Attn: Legal Department
      1940 Argentia Road
      Mississauga, Ontario, L5N 1P9
    6. Survival. Sections III, VI, X, XI, XII, XIV and XIV will survive termination or expiration of these Terms, and Section IV will survive for 30 days after the termination or expiration of these Terms. In addition, each party will promptly return or destroy the other party’s Confidential Information upon written request and remove Advertising Materials and Ad tags upon termination of these Terms.
    7. Headings. Section or paragraph headings used in these Terms are for reference purposes only, and should not be used in the interpretation hereof.

Last updated: May 2022