Exact Media Terms of Use

EXACT MEDIA NETWORK INC. A CORPORATION WITH OFFICES AT 229 YONGE STREET, SUITE 305, TORONTO, ONTARIO M5B 1N9, CANADA (“Exact Media”) OWNS AND OPERATES THE WEBSITE LOCATED AT EXACTCONNECTIONS.COM [ (“Website”). THESE TERMS OF USE APPLY TO ALL USERS OF THE WEBSITE, INCLUDING USERS WHO USE SERVICES PROVIDED THROUGH THIS WEBSITE EXACTCONNECTIONS.COM AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THIS WEBSITE. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

 

BY USING THIS WEBSITE YOU INDICATE YOUR ACCEPTANCE OF THESE TERMS OF USE. IF YOU DO NOT ACCEPT THESE TERMS OF USE, THEN DO NOT USE THIS WEBSITE OR ANY OF ITS CONTENT OR SERVICES.  THESE TERMS OF USE MAY BE AMENDED OR UPDATED BY EXACT MEDIA FROM TIME TO TIME WITHOUT NOTICE AND THE TERMS OF USE MAY HAVE CHANGED SINCE YOUR LAST VISIT TO THIS WEBSITE.  IT IS YOUR RESPONSIBILITY TO REVIEW THESE TERMS OF USE FOR ANY CHANGES.  YOUR USE AFTER ANY AMENDMENTS OR UPDATES OF THESE TERMS OF USE SHALL SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF SUCH REVISED TERMS.  ANY NEW FEATURES THAT MAY BE ADDED TO THIS WEBSITE FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS OF USE, UNLESS STATED OTHERWISE.  YOU SHOULD VISIT THIS PAGE PERIODICALLY TO REVIEW THESE TERMS OF USE.

 

YOU MAY ONLY REGISTER FOR AND USE THE SERVICE IF YOU ARE 13 YEARS OF AGE OR OLDER. YOU MAY NOT REGISTER AN ACCOUNT ON BEHALF OF ANYONE ELSE. BY REGISTERING FOR THE SERVICE YOU WARRANT AND REPRESENT TO EXACT MEDIA THAT YOU ARE REGISTERING AN ACCOUNT ON YOUR WON BEHALF AND THAT YOU ARE OVER 13 YEARS OF AGE.

1. The Service. The service offered through the Website is a platform through which online retailers who ship to their customers (“Retailers”) and companies who wish to distribute marketing material (“Brands”) that target Retailers’ customers can come to mutually beneficial arrangements through an online request for bid and bidding platform (the “Service”).  In order to access the Service and start creating a profile or interacting with other users, you must be a registered user.  In order to register for the Service, you may be required to provide certain personal information to us about you. We will only use your personal information in accordance with the terms of our Privacy Policy (https://exactmedia.io/connecting-brands-retailers/privacy-policy/)

 

2. Specific terms. The following standard terms are applicable to all Brands and Retailers using the Service and apply in respect of any and all agreements, bids and proposals by Brands and Retailers made through the Service:

a. Brands. If you register for the Service as a Brand, in the event that you seek to submit a request for a bid by Retailer(s) and/or accept a bid submitted by any Retailer(s) then you may be required to accept Brand-specific terms of service before being permitted to submit such request for a bid and/or accept any bid. Such specific terms of service shall be available to you on completion of registration through the Website, and shall be binding upon you in the event that you accept any bid. Accordingly, you should carefully read such specific terms of service prior to accepting any bid.

b. Retailers. Similarly, if you register for the Service as a Retailer, in the event that you seek to submit a bid in response to a request for a bid by a Brand then you may be required to accept Retailer-specific terms of service before being permitted to submit such bid. Such specific terms of service shall be available to you on completion of registration through the Website, and shall be binding upon you in the event that you submit any bid. Accordingly, you should carefully read such specific terms of service prior to submitting any bid.

c. Fees for Service. The following fees apply in respect to your use of the Service:

i. Brand Fees. Brand is responsible for payment outlined at time of program launch that represent a percentage of the total distribution fees related to each bid depending on the total volume of inserts requested.

ii. Retailer Fees. Retailer is responsible for a payment outlined at the time of bid that represents a percentage of the distribution fees incurred by the Retailer related to each bid.

d. Intellectual Property and Confidentiality. The following terms regarding intellectual property and confidentiality apply to all bids and incorporated:

i. Materials. Brands retain all right, title and interest in and to the Materials provided by them pursuant to this Agreement and all rights are reserved except for express rights granted hereunder to distribute such Materials.

ii. Trademarks. “Marks” means the trade or service marks, trade names, logos and designations which are owned or licensed by Brand or Exact Media (each a “Owning Party”). Except as contemplated under this Agreement, each Party (“Using Party”) will not use the Owning Party’s Marks for any purpose without the express prior written consent of the Owning Party. Using Party’s use of the Owning Party’s Marks is further conditioned upon Using Party’s compliance with those rules and procedures provided by Owning Party from time to time, including those relating to quality control, relating to the use of Owning Party’s Marks. Using Party will immediately discontinue use and/or remove any placement of any of Owning Party’s Marks upon Owning Party’s request.

 

3. Restrictions on Use of the Service. Exact Media reserves the right at all times to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Use, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public. In using the Service you shall not:

a. copy any content unless expressly permitted to do so herein;

b. upload, post, email, transmit or otherwise make available any material that:

i. is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;

ii. You do not have a right to make available under any law or under a contractual relationship;

iii. infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);

iv. is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;

v. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Service or that of any users or viewers of the Service or that compromises a user’s privacy; or

vi. contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;

c. impersonate any person or entity or misrepresent their affiliation with a person or entity;

d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Service or impersonate another person or organization;

e. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;

f. intentionally or unintentionally violate any applicable local, state, national or international law or regulation;

g. collect or store personal data about other users or viewers;

h. license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website;

i. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of any software provided as part of the Service, except to the extent the foregoing restrictions are expressly prohibited by applicable law; or

j. access the Website or Service in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Service.

 

4. End User License.  The Website and the information and materials that it contains, are the property of Exact Media and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws.  Subject to the terms of this Agreement, Exact Media grants you a non-transferable, non-exclusive, license to use the Service for your internal business purposes. Nothing in the Terms gives you a right to use the Exact Media or Exact Media names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent.  You shall not attempt to override or circumvent any of the usage rules or restrictions on the Service.  Any future release, update, or other addition to functionality of the Website shall be subject to the terms of these Terms.

 

5. Feedback. If you provide Exact Media with any suggestions, comments or other feedback relating to any aspect of the Website and/or Service (“Feedback“), Exact Media may use such Feedback in the Service or in any other Exact Media products or services (collectively, “Exact Media Offerings“). Accordingly, you agree that: (a) Exact Media is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of you or any third party and you have all of the necessary rights to disclose the Feedback to Exact Media, (c) Exact Media (including all of its successors and assigns and any successors and assigns of any of the Exact Media Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Exact Media Offerings, and (d) you are not entitled to receive any compensation or re-imbursement of any kind from Exact Media or any of the other users of the Service in respect of the Feedback.

 

6. Links & Third-Party Websites. The Service (including User Content) may contain links to other websites that are not owned or controlled by Exact Media.  In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by Exact Media of that third party, third party product or service.  Exact Media is also not responsible for the content of any linked websites.  Any third-party websites or services accessed from the Service are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Service of a link to any other website(s) does not imply that Exact Media endorses or accepts any responsibility for the content or use of such websites, and you hereby release Exact Media from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.

 

7. DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS. THE WEBSITE, SERVICE AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED “AS IS.”  EXACT MEDIA SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.  ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL.  EXACT MEDIA DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE WEBSITE OR IN RESPECT TO ANY WEBSITE THAT CAN BE REACHED FROM A LINK ON THE WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ON THE WEBSITE, AND EXACT MEDIA SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY SUCH THIRD PARTY.  EXACT MEDIA WILL NOT BE LIABLE FOR ANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.

 

8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EXACT MEDIA BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE WEBSITE OR (V) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE.  THESE LIMITATIONS SHALL APPLY EVEN IF EXACT MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, EXACT MEDIA’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID EXACT MEDIA IN THE PRIOR 12 MONTHS (IF ANY)THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

 

9. Termination. Exact Media may, under certain circumstances and without prior notice, immediately terminate your ability to access the Service or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Use or any other agreement that you may have with Exact Media (including, without limitation, non-payment of any fees owed in connection with the website or otherwise owed by you to Exact Media), (b) requests by law enforcement or other government agencies, (c) a request by you, (d) discontinuance or material modification to the website (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities. Termination of your access to the Service may also include removal of some or all of the materials uploaded by you to the Service. You acknowledge and agree that all terminations may be made by Exact Media in its sole discretion and that Exact Media shall not be liable to you or any third-party for any termination of your access to this Service or for the removal of any of the materials uploaded by you to the Service. Any termination of these terms of use by Exact Media shall be in addition to any and all other rights and remedies that Exact Media may have.

 

10. Availability & Updates. Exact Media may alter, suspend, or discontinue the Service at any time and for any reason or no reason, without notice. The Website or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Exact Media may periodically add or update the information and materials on the Service without notice.

11. Security. Information sent or received over the Internet is generally unsecure and Exact Media cannot and does not make any representation or warranty concerning security of any communication to or from the Service or any representation or warranty regarding the interception by third parties of personal or other information. You are responsible for safeguarding the password that you use to access the Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. Exact Media will not be liable for any loss or damage arising from your failure to comply with these requirements.

 

12. General. These Terms of Use, together with any privacy policy that may be published on the Service, constitutes the entire agreement between the parties relating to the Website and Service and all related activities.  These terms of use shall not be modified except in writing signed by both parties or by a new posting of these terms of use issued by Exact Media. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Exact Media to exercise or enforce any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.  Any waiver of any right or provision by Exact Media must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the terms of use, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise without Exact Media’s prior written consent.

 

If you have any questions about these Terms or if you wish to make any complaint or claim with respect to the Service, please contact us at: member@exactconnections.com

 

Effective Date: 31 March 2017