Marcadot Space Advertiser Terms

1. Agreement and order of precedence

A “Campaign Order” means a proposal, insertion order, order form, checkout confirmation or other written or electronic document accepted by both parties that describes a campaign and incorporates these Terms.

The agreement between Marcadot and the Advertiser consists of:

1. the applicable Campaign Order;
2. these Terms;
3. any creative specifications, policies or other documents expressly incorporated into the Campaign Order; and
4. any written amendment signed or electronically accepted by both parties.

If there is a conflict, the documents control in the order listed above, but a Campaign Order overrides these Terms only for the campaign and subject matter it expressly addresses.

Website descriptions, sales presentations, rate cards and other promotional material are informational only unless expressly incorporated into a Campaign Order.

2. Advertising services

Marcadot operates an advertising network inside participating rideshare vehicles. Approved advertisements are displayed on in-vehicle tablets while participating drivers are active.

Unless a Campaign Order expressly states otherwise:

• advertisements are static creatives displayed for ten seconds;
• each campaign must use a Marcadot-approved trackable QR code;
• campaigns are delivered across Marcadot’s active fleet in the Greater Toronto Area;
• the contracted service level is the monthly Exposure commitment stated in the Campaign Order; and
• a campaign is not sold as placement in a fixed number of vehicles, with a particular driver, on a particular route, in a particular neighbourhood or during a particular ride.

The number, location, availability and activity of participating vehicles may change throughout a campaign.

Marcadot is an independent advertising service. Marcadot is not affiliated with, endorsed by or officially partnered with any rideshare platform. Drivers, vehicle operators and rideshare platforms are not authorized to make commitments on Marcadot’s behalf.

3. Campaign Orders and changes

Each Campaign Order may identify:

• the campaign package;
• the campaign term;
• the fees and payment schedule;
• the anticipated start date;
• the monthly Exposure commitment;
• the permitted number of creatives;
• reporting, consultation or other included services;
• any approved promotional rate;
• any approved limited competitor protection; and
• campaign-specific conditions.

A Campaign Order becomes binding when accepted by both parties.

Changes to a Campaign Order must be approved in writing or electronically by both parties. A request to change creative, destination pages, targeting, timing, campaign scope or other material requirements may affect the launch date, inventory availability, fees or Exposure delivery schedule.

4. Campaign start and scheduling

A campaign will not begin until Marcadot has received and approved all items reasonably required to launch it, including:

1. an accepted Campaign Order;
2. complete billing and account information;
3. approved creative materials;
4. a functional and approved QR code and destination page; and
5. any required payment.

Any proposed start date is an estimate until Marcadot confirms launch readiness.

If the Advertiser delays providing, reviewing or correcting required materials, Marcadot may adjust the campaign start date and delivery schedule. An Advertiser-caused delay does not reduce the fees payable or create a right to a refund.

Marcadot may reasonably adjust campaign scheduling, rotation or fleet allocation to manage inventory, operational availability, maintenance, safety, compliance and service delivery, provided that Marcadot remains responsible for the service level expressly stated in the Campaign Order.

5. Creative requirements and approval

The Advertiser must provide creative materials in the format and by the deadline specified by Marcadot.

Each creative must:

• be suitable for a ten-second static display;
• include or support a Marcadot-approved trackable QR code;
• meet Marcadot’s current technical and legibility specifications;
• accurately identify the Advertiser where required;
• direct users only to an approved, secure and functioning destination;
• contain all disclosures required by applicable law; and
• comply with these Terms and the Campaign Order.

Marcadot may resize, compress, crop, format or make other non-substantive technical adjustments needed to display a creative. Marcadot may create, place or replace a QR code with the Advertiser’s approval or as authorized in the Campaign Order. Marcadot will not intentionally make a material change to the Advertiser’s message without approval.

The Advertiser is responsible for reviewing and approving the final creative, QR destination and campaign information before launch.

Marcadot’s approval is limited to operational suitability, technical compatibility and Marcadot’s advertising policies. It is not legal advice, regulatory approval or confirmation that the Advertiser has substantiated its claims.

6. Advertiser responsibilities and warranties

The Advertiser is solely responsible for its creative, promoted products and services, destination pages, offers and customer commitments.

The Advertiser represents and warrants that:

1. all information it provides to Marcadot is accurate and complete;
2. it owns or has obtained all rights, licences, consents and permissions required for Marcadot to use the creative as contemplated by the agreement;
3. the creative, destination page and promoted offering do not infringe any intellectual-property, privacy, publicity, contractual or other rights;
4. all claims, comparisons, testimonials, prices, discounts, warranties, guarantees and performance statements are accurate, not materially misleading and supported by adequate evidence where required;
5. the advertised products and services may lawfully be marketed and supplied in every applicable location;
6. it will honour the offers and commitments stated in its advertising;
7. it will maintain any licence, registration, authorization or disclosure required for its business or advertising category;
8. its destination pages and data practices comply with applicable privacy, consumer-protection, competition, accessibility and electronic-commerce requirements; and
9. it will promptly notify Marcadot if any creative, destination page, offer, product, service or claim becomes inaccurate, unavailable, unlawful, unsafe or subject to a material complaint, investigation or restriction.

The Advertiser must not provide Marcadot with content or instructions that it knows, or reasonably should know, are unlawful, deceptive or infringing.

7. Prohibited and restricted advertising

Marcadot does not accept advertising for:

• alcohol;
• cannabis;
• gambling;
• political parties, candidates, election campaigns, referenda or political advocacy;
• adult entertainment or adult services;
• illegal products, services or activities;
• hateful, threatening, discriminatory, harassing or violent content;
• deceptive, fraudulent or materially misleading offers;
• malware, phishing, unauthorized surveillance or harmful software;
• content that infringes intellectual-property, privacy or publicity rights; or
• any product, service or content that Marcadot reasonably determines presents unacceptable legal, regulatory, safety, reputational or passenger-experience risk.

Advertising for healthcare, financial products or services, supplements, legal services and other regulated categories requires Marcadot’s prior written approval. The Advertiser must provide any evidence of compliance that Marcadot reasonably requests.

Marcadot may reject, require changes to, suspend or remove any creative or destination page that Marcadot reasonably believes does not comply with the agreement or creates material risk.

Approval of one creative or campaign does not require Marcadot to approve a later campaign, a revised creative or another advertiser in the same category.

8. QR codes and destination pages

Every campaign must use an approved trackable QR code linked to an advertiser-selected destination.

The Advertiser is responsible for ensuring that each destination page:

• accurately corresponds to the advertisement;
• remains available and functional during the campaign;
• uses reasonable security measures;
• does not introduce unexpected or deceptive redirects;
• does not contain unlawful, malicious or materially misleading content;
• provides required disclosures, terms and privacy information; and
• collects, uses, discloses and protects information in accordance with applicable law.

Marcadot may test QR codes and destination pages before and during a campaign. Marcadot may suspend a creative if its QR code or destination page is unavailable, materially changed, unsafe or non-compliant.

Marcadot is not responsible for the Advertiser’s website, application, ordering system, checkout process, products, services, customer support or conversion performance.

9. Measurement definitions

For the agreement:

“Device Runtime” means time during which a Marcadot tablet is turned on. Device Runtime is not an Exposure, verified passenger view or ad-specific playback.

“Ad Playback” means one completed ten-second display of an advertisement while the participating driver is active. An Ad Playback must not be described as a directly observed passenger view.

“Verified Ride Playback” means an Ad Playback associated with passenger activity through Marcadot’s approved modelled-verification process.

“Exposure” means a Verified Ride Playback multiplied by the approved passenger factor used for the applicable measurement model.

Exposure is a modelled campaign measurement. It does not represent the direct observation, identification or verification of an individual passenger.

“QR Scan Event” means tracked activity generated through a campaign QR code. Total QR Scan Events may include repeat scans unless the applicable report expressly states that a documented deduplication method was used.

“Unique Scanner” means distinct tracked QR activity only where the applicable report identifies a documented deduplication method. A Unique Scanner is not the same as unique passenger reach.

Marcadot does not report unique passenger reach unless a defensible methodology is expressly identified in the Campaign Order or campaign report.

10. Reporting and measurement disputes

Where included in the Campaign Order, Marcadot may report:

• Exposures;
• Ad Playbacks;
• playback time;
• QR activity; and
• campaign status.

A report may contain observed, modelled and estimated information. Marcadot may correct errors and improve its measurement methodology, quality controls or model version. A methodology change will not retroactively reduce an Exposure commitment already accepted in a Campaign Order.

The Advertiser must notify Marcadot at inquire@marcadot.ca of a good-faith measurement dispute within ten business days after receiving the applicable report. The notice must identify the disputed figure, the period involved and the basis for the dispute.

The parties will review the available records in good faith. If Marcadot confirms a material underdelivery, Section 15 applies.

11. No performance guarantee

Except for an express service-level commitment in a Campaign Order, Marcadot does not guarantee:

• sales, leads, revenue, appointments, downloads, website visits or conversions;
• a minimum number of QR scans;
• exclusive or undivided passenger attention;
• unique reach;
• placement in a particular vehicle, route or neighbourhood;
• a fixed fleet or vehicle count;
• a particular driver schedule;
• uninterrupted display availability;
• performance relative to another advertising medium; or
• any outcome controlled by the Advertiser, a third-party platform or a destination page.

The Advertiser remains responsible for its offer, pricing, sales process, customer experience, destination page and conversion performance.

12. Fees, taxes and invoicing

All fees are stated in Canadian dollars unless the Campaign Order expressly states otherwise. Applicable taxes, including HST where applicable, are additional.

Unless the Campaign Order states otherwise:

• Marcadot invoices at month-end; and
• invoices are due within seven calendar days of the invoice date.

The Advertiser must notify Marcadot at sales@marcadot.ca of a billing dispute before the applicable due date and must pay all undisputed amounts on time.

The Advertiser may not withhold, deduct or set off amounts owed to Marcadot except where required by law or agreed by Marcadot in writing.

Fees are non-refundable except as expressly stated in the agreement or required by law.

13. Late payment and suspension

If an invoice is overdue, Marcadot may send payment notices and suspend the campaign after written notice.

Unless Marcadot agrees otherwise in writing:

• suspension does not waive or reduce the Advertiser’s payment obligations;
• a promotional rate is not extended because of a suspension;
• overdue amounts must be paid before the campaign resumes; and
• Marcadot may adjust the delivery schedule based on available inventory when service resumes.

Marcadot may use reasonable collection measures to recover overdue amounts and any recoverable costs permitted by law.

14. Renewal and cancellation

Unless the Campaign Order states otherwise, a campaign renews automatically for successive one-month terms.

The Advertiser may prevent renewal by sending written cancellation notice to sales@marcadot.ca at least seven calendar days before the next term begins.

Cancellation takes effect at the end of the current paid term. Fees for the current term are not refundable merely because the Advertiser stops using the services, requests an early stop or submits late cancellation notice.

Marcadot will confirm receipt of a valid cancellation notice. The Advertiser should retain that confirmation.

If a Campaign Order provides a promotional or launch rate, cancellation may permanently end eligibility for that rate where the Campaign Order clearly states that condition.

15. Underdelivery and make-goods

If Marcadot does not deliver the monthly Exposure commitment stated in a Campaign Order, Marcadot will normally carry the undelivered balance forward and provide make-good Exposures during the following campaign period or within 90 days after the original delivery period.

The timing of make-good delivery is subject to fleet activity, campaign suitability, safety, compliance and available inventory.

Unless the Campaign Order expressly provides otherwise, the Advertiser’s exclusive remedy for underdelivery is, at Marcadot’s option:

1. make-good Exposures; or
2. a proportional service credit against a future Marcadot campaign.

A cash refund is available only where:

• Marcadot agrees in writing;
• make-good delivery is not reasonably possible;
• the Campaign Order expressly provides for it; or
• applicable law requires it.

Make-good obligations do not apply to underdelivery caused by:

• Advertiser delay;
• rejected, late or non-compliant creative;
• an unavailable, unsafe or changed destination page;
• payment default;
• an Advertiser-requested pause or change;
• the Advertiser’s breach of the agreement; or
• an event outside Marcadot’s reasonable control.

If both Marcadot-caused and Advertiser-caused factors contribute to underdelivery, any remedy will be adjusted reasonably to reflect the circumstances.

16. Competitor protection and exclusivity

No exclusivity or competitor protection applies unless it is expressly stated in the Campaign Order.

Any approved protection is limited to the competitor set, campaign, territory, active-fleet scope, duration, exclusions, inventory effect and remedy identified in that Campaign Order.

Competitor protection is not market exclusivity, category ownership, territory exclusivity, rideshare-platform exclusivity or a guarantee that competing advertising will not appear through other media or services.

17. Intellectual property and licence

The Advertiser retains ownership of its trademarks, creative materials and other content.

The Advertiser grants Marcadot a non-exclusive, worldwide, royalty-free licence during the campaign term and any make-good period to:

• reproduce, host, transmit and display the creative;
• resize, compress, crop or format it for technical compatibility;
• create, place or operate an approved QR code as authorized;
• distribute the creative through Marcadot’s advertising network; and
• retain reasonable archival copies for legal, billing, reporting, security and recordkeeping purposes.

The Advertiser confirms that it has all rights required to grant this licence.

Marcadot retains all rights in its software, tablet applications, platform, templates, systems, processes, QR infrastructure, reporting formats, measurement methods, models and other proprietary materials.

Marcadot will not publicly identify the Advertiser as a customer or use the Advertiser’s marks in a public case study without permission, except where the relationship is already public or disclosure is required by law.

18. Confidentiality

“Confidential Information” means non-public business, technical, campaign, pricing, operational or commercial information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential.

The receiving party will:

• use Confidential Information only to perform or receive the services and exercise its rights under the agreement;
• protect it using reasonable safeguards; and
• disclose it only to personnel, contractors and professional advisers who need it and are subject to confidentiality obligations.

These obligations do not apply to information that the receiving party can demonstrate:

• is publicly available without breach of the agreement;
• was lawfully known without restriction before disclosure;
• was independently developed without use of the other party’s Confidential Information; or
• was lawfully received from another source without a confidentiality obligation.

A party may disclose Confidential Information where required by law, court order or regulatory authority, provided it gives advance notice where legally permitted and reasonably cooperates in seeking confidential treatment.

19. Privacy and data protection

Marcadot’s handling of personal information is governed by applicable privacy law and the Privacy Policy made available on Marcadot’s website.

The Advertiser must not upload or send through Marcadot’s portal or ordinary email channels:

• passwords or authentication codes;
• private keys or security secrets;
• payment-card data;
• bank credentials;
• government identifiers; or
• personal information that is not reasonably required for the campaign.

The Advertiser is responsible for its own destination pages, tracking technologies, privacy notices, consent practices and handling of personal information.

Each party will use reasonable administrative, technical and physical safeguards appropriate to the sensitivity of personal information under its control.

Acceptance of these Terms does not by itself constitute consent to receive unrelated promotional electronic messages. Promotional communications will be handled separately in accordance with applicable law and consent requirements.

20. Service communications

Marcadot may send campaign, billing, account, legal, security and service communications to the business contacts provided by the Advertiser. These communications may include launch confirmations, creative requests, reports, invoice notices, renewal reminders, suspension notices and changes that affect an active Campaign Order.

The Advertiser is responsible for keeping its contact and billing information current and for ensuring that Marcadot’s messages are monitored by an authorized representative.

21. Suspension and removal of advertising

Marcadot may reject, suspend, remove or require changes to a creative or campaign where Marcadot reasonably believes that:

• the creative, QR code or destination page breaches the agreement;
• a claim may be unlawful, materially misleading or inadequately substantiated;
• continued display creates a legal, regulatory, privacy, security, safety or material reputational risk;
• the Advertiser lacks required rights, licences or approvals;
• payment is overdue;
• the campaign promotes a prohibited category;
• the Advertiser interferes with Marcadot’s systems or operations; or
• urgent action is reasonably required to comply with law, a regulatory direction or a credible third-party rights complaint.

Where reasonably possible, Marcadot will notify the Advertiser and provide an opportunity to correct the issue. Immediate action may be taken where delay would create material risk.

A suspension caused by the Advertiser does not reduce fees or create a right to a refund. Marcadot will act reasonably in determining whether and how the campaign may resume.

22. Term and termination

These Terms begin when the Advertiser first accepts them and remain in effect while any Campaign Order is active or amounts remain payable.

Either party may terminate a Campaign Order for a material breach that is not corrected within ten calendar days after written notice describing the breach. No cure period is required where the breach cannot reasonably be cured, involves fraud or illegality, or creates an urgent safety, privacy or security risk.

Marcadot may terminate immediately if:

• the Advertiser repeatedly breaches the agreement;
• the Advertiser becomes insolvent, makes an assignment for the benefit of creditors or enters a similar proceeding, subject to applicable insolvency law;
• continuing the campaign would likely violate law or a regulatory direction; or
• continued performance creates a material safety or security risk.

If Marcadot terminates a Campaign Order solely for its convenience and not because of Advertiser breach, Marcadot will provide a proportional service credit or refund for prepaid services that will not be delivered.

Termination does not affect accrued rights or payment obligations. Sections that by their nature should survive will continue, including Sections 6, 9, 10, 12, 15, 17, 18, 19, 23, 24, 25, 26, 28, 29 and 30.

23. Advertiser indemnity

The Advertiser will defend, indemnify and hold harmless Marcadot and its directors, officers, personnel, contractors and service providers from third-party claims, demands, investigations, losses, liabilities, penalties, damages and reasonable legal expenses arising from or relating to:

• the Advertiser’s creative, QR destination, promoted product or service;
• the Advertiser’s offers, promotions, warranties or customer commitments;
• an allegation that the creative or destination page infringes another person’s rights;
• a false, misleading or unsubstantiated advertising claim supplied by the Advertiser;
• the Advertiser’s privacy, tracking, marketing or data-handling practices;
• the Advertiser’s violation of law; or
• the Advertiser’s breach of the agreement.

Marcadot will promptly notify the Advertiser of a covered claim and provide reasonable cooperation at the Advertiser’s expense. The Advertiser may control the defence using qualified counsel, but may not settle a claim in a way that admits fault by, imposes obligations on, or restricts the activities of Marcadot without Marcadot’s prior written consent.

This Section does not require the Advertiser to indemnify Marcadot to the extent a claim is caused by Marcadot’s fraud, wilful misconduct or material breach of the agreement.

24. Warranties and disclaimers

Marcadot will provide the services using commercially reasonable care and in material accordance with the applicable Campaign Order.

Except for express commitments in the agreement, and to the maximum extent permitted by law, the services, reporting tools, measurement systems and campaign infrastructure are provided on an “as available” basis. Marcadot disclaims implied warranties and conditions, including merchantability, fitness for a particular purpose, non-infringement and uninterrupted availability.

Marcadot does not warrant that:

• the services will be uninterrupted or error-free;
• every participating device or vehicle will be available at all times;
• third-party services will remain available or unchanged;
• every QR Scan Event will result in a valid lead or customer; or
• the Advertiser will achieve a particular commercial result.

Nothing in this Section excludes a warranty or condition that cannot lawfully be excluded.

25. Limitation of liability

To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, punitive, exemplary or consequential damages, or for loss of profit, revenue, opportunity, anticipated savings, goodwill or data, arising from or relating to the agreement, even if advised that such loss was possible.

To the maximum extent permitted by law, Marcadot’s total aggregate liability arising from or relating to a Campaign Order will not exceed the fees paid or payable by the Advertiser under the affected Campaign Order during the three months immediately preceding the event giving rise to the claim.

The exclusions and cap in this Section do not apply to:

• the Advertiser’s payment obligations;
• either party’s fraud or wilful misconduct;
• liability that cannot lawfully be limited or excluded; or
• the Advertiser’s obligations under Section 23.

The parties agree that the fees reflect the allocation of risk in these Terms and that this Section is an essential basis of the agreement.

26. Events outside reasonable control

Neither party will be responsible for delay or failure caused by an event beyond its reasonable control, including severe weather, fire, flood, public emergency, government action, labour disruption, telecommunications or power outage, widespread internet or platform failure, cyberattack by a third party despite reasonable safeguards, vehicle unavailability, road restrictions, interruption of essential third-party infrastructure or changes imposed by a third-party platform.

The affected party will use reasonable efforts to reduce the impact and resume performance.

If such an event materially prevents campaign delivery, Marcadot may adjust the schedule, reallocate inventory or provide make-good delivery. If performance remains substantially prevented for more than 30 consecutive days, either party may terminate the affected Campaign Order by written notice, and Marcadot will provide a proportional credit or refund for prepaid services that cannot reasonably be delivered.

27. Changes to these Terms

Marcadot may update these Terms prospectively by posting a revised version and identifying its effective date.

A material change will not apply to an active Campaign Order before its next renewal unless:

• the Advertiser accepts the change;
• the change is required by law or a regulatory direction; or
• the change is reasonably necessary to address an urgent legal, privacy, safety or security issue.

Where a material change is scheduled to apply at renewal, Marcadot will provide reasonable notice. The Advertiser may prevent renewal in accordance with Section 14.

28. Governing law and disputes

The agreement is governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.

Before beginning formal proceedings, the parties will attempt in good faith to resolve the dispute through representatives with authority to settle it. Either party may seek urgent injunctive or protective relief where reasonably necessary.

Subject to any mandatory law, the courts located in Toronto, Ontario have exclusive jurisdiction over disputes arising from or relating to the agreement, and each party submits to that jurisdiction.

29. Notices

Routine campaign, creative, reporting and general communications may be sent to the contacts identified in the Campaign Order.

Billing notices and cancellation notices to Marcadot must be sent to:

sales@marcadot.ca

Formal legal notices to Marcadot may be sent by email to:

legal@marcadot.ca

Notices sent by prepaid courier or registered mail must be addressed to:

1001413013 ONTARIO INC.
operating as Marcadot Space
250 Consumers Rd, Suite 611
North York, ON M2J 4V6
Canada

General inquiries may be sent to:

inquire@marcadot.ca

A legal notice to the Advertiser may be sent to the legal or business contact in the Campaign Order.

An email notice is considered received when it enters the recipient’s designated email system and is capable of being retrieved, unless the sender receives an automated failure notice. A courier or registered-mail notice is considered received on documented delivery.

30. General provisions

30.1 Independent parties

The parties are independent contractors. The agreement does not create a partnership, joint venture, franchise, agency, fiduciary or employment relationship. Neither party may bind the other except as expressly authorized in writing.

30.2 Assignment

The Advertiser may not assign or transfer the agreement without Marcadot’s prior written consent. Marcadot may assign the agreement as part of a merger, corporate reorganization, financing, sale of substantially all relevant assets or transfer to an affiliate, provided the assignee assumes Marcadot’s obligations.

30.3 Subcontractors and service providers

Marcadot may use qualified contractors and service providers to perform parts of the services. Marcadot remains responsible for their performance to the same extent as if Marcadot performed the applicable obligation directly.

30.4 No third-party beneficiaries

The agreement is for the benefit of the parties and their permitted successors and assigns. It does not create rights for any other person, except that the indemnified parties identified in Section 23 may enforce that Section.

30.5 Waiver

A waiver is effective only if made in writing by an authorized representative. A failure or delay in exercising a right is not a waiver of that right.

30.6 Severability

If a provision is found invalid or unenforceable, it will be limited or removed only to the minimum extent necessary, and the remaining provisions will remain in effect.

30.7 Entire agreement

The agreement constitutes the complete agreement between the parties concerning the applicable campaign and replaces prior or contemporaneous discussions, proposals and representations about the same subject matter.

30.8 Amendments

Except for updates made under Section 27, an amendment must be in writing or electronic form and accepted by authorized representatives of both parties.

30.9 Electronic acceptance and counterparts

The parties agree to conduct transactions electronically. An offer, acceptance, signature or other agreement may be expressed electronically, including by clicking an acceptance control, applying an electronic signature or accepting a Campaign Order through an approved electronic process.

Electronic copies and counterparts have the same effect as originals. Marcadot may retain records of the accepted version, date, time, Campaign Order, account information and acceptance method.

30.10 Headings and interpretation

Headings are for convenience only. “Including” means “including without limitation.” A reference to “writing” includes email and another electronic record capable of being retained, unless the agreement expressly requires a signed amendment or formal legal notice.

31. Contact information

Marcadot Space
1001413013 ONTARIO INC.
250 Consumers Rd, Suite 611
North York, ON M2J 4V6
Canada

General inquiries: inquire@marcadot.ca
Billing and cancellations: sales@marcadot.ca
Legal notices: legal@marcadot.ca