In the Agreement, the following definitions are used:

Ad or Ads means any advertisement or advertisements promoting the products and/or services of Advertiser.

Ad Tag means a piece of HTML on a webpage that will contact an Ad server and request an Ad.

Advertiser means an Advertiser whose services/products are the subject of the Ads and who appoints Agency in accordance with clause 3.

Agency means the media agency appointed by Advertiser to procure the Services on its behalf in accordance with an Insertion Order or other agreement. In instances where Amplifi or another Agency affiliate is procuring or providing the Services, references to “Agency” shall be deemed to refer to Amplifi and/or such other Agency affiliate, as appropriate.

Agreement means these terms of business, together with any terms appearing in an Insertion Order except to the extent any such terms expressly conflict, these terms of business shall prevail.

Amplifi means Amplifi Media Canada Inc., a company incorporated in Canada with registered number 9239235. Amplifi is successor by amalgamation to the former AMNET Media Canada, Inc. Amplifi is a separate and distinct legal entity from its affiliates and trades as legal principal as a matter of law.

Confidential Information means information that concerns the financial and commercial terms of this Agreement or that relates to any party's business plans, intentions, operations, processes, media plans, marketing surveys, research and data, product information, know-how, trade secrets, market opportunities, business affairs and any other similar information, but excluding any information that: (i) is, or later rightfully becomes, available to the public; (ii) was in the recipient's rightful possession prior to receipt of the information from the discloser; (iii) is later disclosed to the recipient by a third party who has no obligation of confidentiality; (iv) is independently developed by the recipient without the use or benefit of the Confidential Information; or (v) is required to be disclosed by applicable law or regulation or pursuant to a court order or other legal process of competent jurisdiction.

Content means images, graphics, text, data, links or other objects supplied by or on behalf of Advertiser to Agency for inclusion in the Ads.

Cookie means a parcel of text sent by a server to the cookie file in a user’s browser and then sent back unchanged by the user each time it accesses that server. HTTP cookies are used for authentication, session tracking, and storing non-personally identifying information about specific users, such as site preferences or buying habits.

Data means all data (aggregated or non-aggregated), statistics, code or similar information provided by Advertiser or generated or collected by Agency or the Services Network in performing the Services that directly relate to the Advertiser.

Insertion Order means an insertion order or similar approval document such as a media authorisation form (“MAF”), media purchase authorization (“MAP”), media plan or other written document acceptable to Agency which is submitted online, by email or otherwise to Agency by Advertiser requesting the Services.

Inventory means the advertising web-space of publishers and other media owners and related data.

Parties means the parties to this Agreement from time to time and Party shall mean any one of them.

Privacy Laws means all laws (including guidance and codes of practice issued by the relevant regulatory authority) relating to data protection, the processing of personal data, and privacy and/or electronic communications in force from time to time that apply to the Services and to which the Advertiser and Agency are subject, including the Personal Information Protection and Electronic Documents Act (“PIPEDA”)and the Anti-Spam legislation commonly referred to as “CASL”.

Products means certain products which may be offered in conjunction with the Services, including, but not limited to: audience data management; audience targeting across IP- enabled devices (display, mobile and video) and audience reporting and performance analysis; real-time bidding; display; video; mobile; real-time optimisation; Facebook Exchange; lead generation; CPC/CPA campaigns; native content distribution; audience analysis; search re- targeting; audience discovery; and campaign reporting/performance analysis.

Pixel means a snippet of code that calls for a 1x1 transparent pixel to be delivered to a webpage by a third party server to allow the third party server to record information such as the IP address of the user's computer, URL of the page, and time the page was viewed.

Services means digital media services, including delivery of certain Products and the purchase of Inventory within Ad exchanges and other media sources by the Agency via its trading platform and/or the Services Network, as more particularly set out in an Insertion Order.

Services Network means any third parties (excluding dentsu affiliates) that the Agency or its affiliates engage or make purchases from in relation to the display of Ads and the provision of the Services, including: publishers, media owners, audience centres, demand-side platform providers, Ad servers, data partners, brand safety providers, creative providers and/or Ad exchanges.

Services Technology Stack means the technologies utilised by Agency and the Services Network to provide the Services which primarily enable Ads to be targeted at members of a target audience identified on the basis of the websites they visit, activity on such websites, such as their purchasing activity, together with features such as the gender and location of the audience members.

Technologies include Cookies, Ad Tags, Pixels and similar other forms of computer code.

Website means a website owned or operated by Advertiser, including any links to such website that may be incorporated in the Ads.

Year means the twelve (12) month period following the date of the first Insertion Order and each anniversary thereof.

References to “in writing” include in written form, by email or by online acceptance.


The Agency and the Services Network leverage the Services Technology Stack in order to offer programmatic buying and real time bidding of display, video and mobile media and, when they become internet enabled, other media channels.


Advertiser appoints Agency to provide the Services using the Services Network and Services Technology Stack.

In connection with the provision of the Services, Agency may subcontract or delegate any or all of its rights and obligations under this Agreement to any of its affiliates (including without limitation Amplifi) and/or the Services Network, and the Advertiser’s consent in this regard shall take precedence over any other terms which may be in place between the Advertiser and the Agency or Agency’s affiliate(s) which conflict or are inconsistent with the scope of appointment in this clause.

This Agreement shall bind Advertiser upon the execution of an Insertion Order and by executing an Insertion Order Advertiser confirms that it has accepted this Agreement. If the Insertion Order is executed by an agency, agency warrants and represents that it has Advertiser’s authority to enter into this Agreement and will ensure that where applicable it and Advertiser complies with and is subject to all of the provisions of this Agreement.

This Agreement applies to the exclusion of all other terms and conditions governing the provision of the Services, including any agreements between Agency and Advertiser.

Provision of the Services

Following submission of an Insertion Order, Advertiser shall supply Agency or Services Network with the Content necessary to provide the Services detailed in such Insertion Order for inclusion in the Ads. In case of delay by Advertiser in providing such Content, Agency shall not have any liability to the extent it is unable to provide the Services and deliver the Services by the agreed dates.

Agency has implemented measures and has engaged third parties with expertise in brand safety. Such brand safety measures seek to prevent the display of Ads on websites that are of a pornographic, defamatory, obscene or illegal nature. However, the Ads are displayed on websites as determined by the Services Technology Stack operated by third parties. Consequently, the display of Ads is not ultimately within the control of Agency and, as such, Agency cannot guarantee that such brand safety measures are or will be successful in every instance.

Agency will promptly take steps to remove any Ads that are displayed on websites in a manner that does not comply with the brand safety measures described above, upon becoming aware of such display.

The Products are procured from third parties and so Agency can only warrant that the Products will be provided using reasonable skill and care.

Agency will not be held responsible for any delays or errors with the proper implementation of Technologies associated with a particular Advertiser campaign.

Agency makes no warranties of any kind with respect to the Services, the Services Technology Stack or the Services Network or any data supplied thereby, whether express or implied, including any implied warranties as to merchantability, title, non-infringement, non-interruption, accuracy or fitness for a particular purpose.

Invoicing and Payment

Advertiser shall pay Agency the amounts appearing in an Insertion Order.

All amounts are due to Agency by the 25th day following the month of the Ads appearing.

Agency shall also be entitled to separately invoice for: (i) all related out-of-pocket costs, administrative fees, or expenses incurred by Agency in performing the Services; (ii) interest on any outstanding balance owed to Agency at the rate of 4% above the base rate of The Bank of Nova Scotia from the date the invoice became due for payment until the date it is paid in full; (iii) any costs incurred by Agency in recovering debts owed by Advertiser; and (iv) any administrative compliance fee because of an act or omission of the Advertiser to supply Ads or Content in accordance with Agency’s reasonable instructions.

Intellectual Property and Data

No Party shall acquire any intellectual property rights of the other in connection with the provision of the Services and each Party remains the sole owner of any and all intellectual property rights it owned or used prior to the execution of this Agreement.

The Advertiser hereby grants Agency a worldwide, royalty-free, sub-licensable licence for the period in which the Services are rendered for Agency and the Services Network to amend, adapt, use, distribute and/or position the Content or any part thereof for the purposes of promoting (including without limitation for the purposes of creating hyperlinks to) the Content and the Ads to deliver the Services agreed in an Insertion Order or as otherwise agreed in writing between the Parties (“Licence”). The Licence shall expire upon completion of the Services. Notwithstanding the foregoing, Advertiser acknowledges and agrees that the nature of the Services is such that it is not possible to (i) prevent subsequent sharing, copying or modification by third parties of Content placed on the internet by or on behalf of Agency in accordance with this Agreement; or (ii) remove, takedown or expunge content from the internet once propagated, and Agency shall have no liability for any sharing, copying or modification of Content  (whether or not it has already been modified by or on behalf of Agency in accordance with this Agreement) by third parties nor responsibility for removing or procuring the removal of Content (whether or not it has already been modified by or on behalf of Agency in accordance with this Agreement) from the internet upon completion of the Services or termination or expiry of this Agreement. Advertiser hereby waives in favour of Agency and all its assignees and successors in title all moral rights in the Content to which Advertiser may be entitled to the extent necessary for Agency and the Services Network to exploit the License rights subject to the terms of the foregoing licence.

Advertiser shall retain ownership of all Data.   Agency shall have a worldwide, royalty free, non-exclusive, transferable licence to use and otherwise process Data in order to provide, operate, maintain and enhance the Services, the Services Technology Stack and any Products or programs connected to the provision of the Services including, without limitation, the right to disclose Data with entities of the Services Network and, where necessary, to sub-licence the same rights to media owners and sub-contractors strictly in connection with the performance of the Services. The licence granted under this provision to Agency is granted on the following conditions: (i) Data collected in respect of a particular Advertiser will not be used for the benefit of another Advertiser; and/or (ii) following termination or expiry of the Agreement, Agency shall have the right, for a period of 6 months from such termination or expiry, to use the Data for the purposes of internal reporting (including the compilation of statistics), evaluating the Services, and improving the Services Technology Stack, and to disclose the Data if required by applicable law or regulation or pursuant to a court order or other legal process. The Data will not be shared or pooled with the data of other advertisers.

In performing the Services, Agency may be required to contract with external providers and/or media owners that service the Services Network and who may utilize all or some of the Technologies for media targeting purposes and may insert the same on a Website. Any Data received by or supplied to such providers and/or media owners will be used only for performing the Services. The Parties agree and acknowledge that Advertiser shall be solely responsible for: maintaining a privacy policy, publishing any required privacy-related disclosures on its Website, and obtaining its users’ express consent to collect Data where required; each in compliance with applicable law and in a manner that covers the Services and, in particular, but without limitation, discloses that third parties may place Technologies on the browsers of visitors to its Website(s) and may send their own Cookies to the visitors' Cookie file. These Technologies allow the Services Technology Stack to serve Ads. Agency shall use reasonable endeavours to ensure that each Ad will incorporate an icon that will include information for visitors on how to opt-out of being retargeted.

It is the Parties’ intention that the Data will not include personal information. However, to the extent that any Data provided to Agency by Advertiser contains personal information, Agency will only use such Data in accordance with the instructions of the Advertiser. The term “personal information” shall have the meanings given to it under Privacy Laws.


Each Party warrants and represents to the other that it has the right, power and authority to enter into this Agreement, grant the rights, give the undertakings and perform the obligations required under this Agreement.

Advertiser agrees and acknowledges that it will be solely responsible for the Content and Advertiser warrants and represents that it possesses all consents, licences and other rights necessary to promote the Content and that the Content, including all Websites which promote the Content: (i) is not misleading, inaccurate, indecent, defamatory, libellous or unlawful; (ii) does not violate the rights of any third party; (iii) shall not harm or adversely affect the operation of the Services Technology Stack or any webspaces of any third party, publisher or media owner in which it is displayed; (iv) complies at all times with all applicable laws, statutes or regulations, advertising and marketing codes of practice and standards in any jurisdiction in which its Ads are displayed; and (v) does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation. Advertiser further represents and warrants that it shall comply with all Privacy Laws when providing Agency instructions with respect to the use of personal information hereunder.

Advertiser shall defend, indemnify, and hold Agency and its affiliates, as the case may be, harmless from and against any proceedings, damages, costs, liabilities and expenses (including court costs and legal fees), suffered or incurred as a result of any breach of the warranty given by Advertiser in the preceding paragraph.


Each Party agrees to take commercially reasonable precautions to protect from disclosure the Confidential Information that it receives from the other.

Termination and Suspension

This Agreement shall remain in effect while any Services are being rendered to Advertiser. Notwithstanding, the Agreement may be terminated by any Party on not less than 30 days’ written notice to the other for any or no reason, or immediately where one Party is in material breach of this Agreement, which includes, without limitation, non-payment of any amounts due, or is, or is about to become insolvent, enter into an arrangement with its creditors or process having similar effect, in these circumstances the non-breaching Party may terminate this Agreement with immediate effect.

Any termination of this Agreement will not affect the Parties’ rights and obligations hereunder arising prior to the date of termination and, notwithstanding any such termination, Advertiser will remain fully responsible and liable for all charges, expenses and fees incurred or earned prior to the date of termination. Notwithstanding any other provision in this Agreement or any other applicable agreement, in the event any Party gives notice of termination, Agency will not be required to place or purchase any media time and/or space for Advertiser subsequent to the date of the notice of termination unless Advertiser advances the funds or pre-pays the payment for such media time and/or space. In the event that Advertiser requests the cancellation of bookings after the cancellation deadlines, Agency will use reasonable endeavours to obtain acceptance of such cancellation. However, Agency cannot guarantee acceptance of such. Should Advertiser require any cancellation or amendment to the booking of campaigns which result in additional costs, e.g. retrospective rate adjustments, cancellation charges or lower discounts from the media, Advertiser will be required to reimburse Agency for the additional costs incurred during and after the termination of this Agreement and compensate Agency by paying a cancellation fee equivalent to the sum of any additional costs incurred by Agency as a result of cancellation of that Insertion Order.

If Advertiser fails to pay any fees or costs invoiced by Agency within thirty (30) days following the payment due date, Agency shall have the right to suspend performance of the Services without notice to Advertiser, such Services not to be reinstated until Advertiser pays all such overdue amounts.

Limitation of Liability

Agency and its affiliates’ aggregate liability to Advertiser under or in connection with this Agreement (including all Insertion Orders), howsoever arising and whether caused by tort (including negligence), breach of contract, under any indemnity or otherwise, whether or not such loss or damage is foreseeable, foreseen or known will be limited to one hundred thousand Canadian Dollars ($100,000) per Year.

In no event shall Agency or its affiliates be liable for any:

  • loss of actual or anticipated income, savings or profits, loss of contracts or business, loss of data, loss of goodwill or reputation (whether direct or indirect); or
  • for any special, punitive, indirect, or consequential loss or damage of any kind,

howsoever arising and whether caused by tort (including negligence), breach of contract, under any indemnity or otherwise, whether or not such loss or damage is foreseeable, foreseen or known (and whether or not the Party has been advised of the possibility of such losses or damages). No Party shall be entitled to recover more than once for the same loss or losses.

The exclusions and limitation of liability set out in this section or elsewhere in this Agreement do not apply to liability arising from fraud, fraudulent misrepresentation, death or personal injury caused by negligence or anything else which cannot be excluded or limited by law.


Excluding payment obligations, each Party will be excused from performing obligations contained in this Agreement while such performance is prevented by an act of God, fire, flood, earthquake, transportation disruption, war, insurrection, labour dispute, or any other occurrence beyond the reasonable control of that Party.

Other than as expressly stated herein, this Agreement contains the entire agreement between the Parties relating to the Services and supersedes any previous agreements or understanding whether written or oral, in particular any agreement between Advertiser and Agency in respect of the Services. Any variation to this Agreement shall have no effect unless expressly agreed and accepted in writing by an authorised representative of Agency.

Each party shall be and act as an independent contractor and not as partner or joint venturer of the other.

For the avoidance of doubt, nothing in this Agreement shall permit, create or confer any right of audit in favour of the Advertiser.

During the term of this Agreement and for six (6) months following expiry or termination, Advertiser shall not solicit or entice away from Agency or employ or attempt to employ any person who is, or has been, engaged by Agency as a director, officer, employee or contractor. Where employment results from breach of this paragraph, the Advertiser shall pay Agency a sum equivalent to thirty percent (30%) of the annual remuneration of the relevant Agency director, officer, employee or contractor, with such sum recognized to be the equivalent of replacement recruitment costs. Nothing in this provision shall prohibit employment which Advertiser can demonstrate to result from a general, public recruitment campaign that is not directly aimed at Agency directors, officers, employees or contractors.

Nothing in this Agreement shall create or confer any rights or other benefits in favour of any person other than the Parties to this Agreement from time to time. The Parties to this Agreement do not require the consent of any third party to rescind or vary this Agreement at any time.

This Agreement, its substance, formation, interpretation and any disputes, actions or other claims or liabilities arising out of or in connection with it (whether contractual or non-contractual) shall be governed by and construed in accordance with the laws of the Province of Ontario, and the Federal laws applicable therein, without reference to conflicts of laws principles and the parties submit to the exclusive jurisdiction of the Federal and Provincial Courts of located in the City of Toronto, Ontario, Canada. Notwithstanding the preceding, Agency may seek injunctive or other equitable relief from any court or authority of competent jurisdiction.