WALK TODAY ADVERTISING PROGRAM TERMS
These Walk Today Advertising Program Terms (“Terms”) are entered into by Walk Today Corporation Inc. (“Walk Today”) and the entity executing these Terms or that accepts these Terms electronically (“Customer”). These Terms govern Customer’s participation in Walk Today’s advertising programs and services (i) that are accessible through the account(s) given to Customer in connection with these Terms or (ii) that incorporate by reference these Terms (collectively, “Programs”).
Please read these Terms carefully.
- Walk Today operates a mobile application (the “Application”) which allows its users (each a “User”) to receive rewards for achieving certain objectives based on the number of steps walked. Customer wishes to purchase advertising space (each, an “Advertisement” or “Ad”) on the Application, which Ad will also provide for a reward (a “Reward”) to be earned by the Users (the “Program”).
- To participate in the Program, Customer must register an account on Walk Today’s website. Customer must safeguard its password, make sure that others don’t have access to it, and keep the account information current. Customer is solely responsible for managing its account and password and for keeping the password confidential. Customer is also solely responsible for restricting access to its account. Customer agrees that it is responsible for all activities that occur on its account or through the use of its password by any persons.
- Submission of Advertisement. Customer will submit any and all Advertisements to Walk Today according to Walk Today’s advertising submission specifications provided to Customer. Walk Today may, in its good faith and reasonable judgment, reject any Advertisement which is not in the proper format, provided, however, that Walk Today shall provide Customer with a description of any non-compliance. If Walk Today rejects an Advertisement and Customer is unable or unwilling to comply with Walk Today’s submission guidelines.
- Reward. In association with any Advertisement, Customer must provide a Reward to be earned by the Users. The Reward may take various formats, such as a discount or rebate, a gift card, a voucher, a free item, or any other gift. Walk Today may, in its good faith and reasonable judgment, reject any Advertisement that includes a Reward that Walk Today believes is not of sufficient interest for the Users. Customer is sole responsible for providing all earned Rewards to the Users.
- Compliance with Advertising Regulations. Customer acknowledges that it is Walk Today’s business policy to conduct advertising campaigns in general in a manner so as not to: send unsolicited (i.e., spam) email to recipients; promulgate advertising that is, in any way, false or misleading; misuse or misappropriate another party’s intellectual property and/or other third party rights of any kind; send obscene messages to any recipients; and/or use email or other forms of messaging to conduct illegal or immoral activities of any kind as per current, applicable law. Customer agree not to take any actions inconsistent with this policy, and to make all of each of its employees and agents aware of such policy in order to ensure compliance herewith.
- Ad Cancellation. Customer may not cancel an Ad once displayed on the Application to Users, unless agreed otherwise by Walk Today at its sole discretion. If an Ad is cancelled, Customer remains responsible to provide to Users any Rewards earned before such cancellation.
- Regulation of Certain Content. Walk Today may, in its sole good faith discretion, refuse to distribute any Ad provided by Customer to Walk Today if: (i) it does not comply with Walk Today’s specific formatting and/or publishing guidelines; (ii) it believes in good faith that the publication of the Advertisement violates any applicable law, rule, or regulation; or (iii) it believes in good faith that such Ad does not comply with reasonable moral standards promulgated by Walk Today and/or society in general. Without limitation on the foregoing, the following will not be accepted by Walk Today: (aa) information deemed detrimental to Walk Today and/or any individual or entity; (bb) information deemed abusive, profane, incendiary, defamatory, and/or harassing; (cc) any pornographic or obscene images, materials or information.
- Advertising Fee. An advertising fee (the “Fee”) will be paid by Customer to Walk Today as compensation for setting up, placing, and operating a specific Advertisement on the Application pursuant to the terms hereof. The Fee shall be set forth in a contract signed between both corporations.
- Walk Today may require Customer to deposit funds in advance in its account for the payment of the Fees. Any such deposited funds not spent will remain the property of Customer and will be returned to Customer within 20 business days of a written request to this effect.
- Warranty, Rights, and Obligations. Customer warrants that (a) Customer holds, and hereby grants Walk Today, its affiliates and partners, the rights in Ads for Walk Today, its affiliates and Partners to operate the Walk Today Programs, and (b) all information and authorizations provided by Customer are complete, correct and current. By providing any mobile or other telephone number to Walk Today in connection with the Programs, Customer authorizes Walk Today, its affiliates and their agents to call to the provided telephone numbers, including by an automatic telephone dialing system, for purposes of the Programs. Customer warrants that it is authorized to act on behalf of, and has bound to these Terms, each third party, if any, for which Customer advertises in connection with these Terms (“Advertiser”) and any references to Customer in these Terms will also apply to Advertiser, as applicable. If for any reason Customer has not bound an Advertiser to these Terms, Customer will be liable for performing any obligation Advertiser would have had under these Terms had Advertiser been bound.
- Customer will defend and indemnify Walk Today, its partners, agents, affiliates, and licensors against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any third-party (including Users) allegation or legal proceeding to the extent arising out of or related to Ads, Rewards, or any breach of these terms by Customer.
- TO THE FULLEST EXTENT PERMITTED BY LAW, WALK TODAY, ON BEHALF OF ITSELF AND ITS PARTNERS AND AFFILIATES, DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, AS WELL AS ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND WALK TODAY AND PARTNER PROPERTIES ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS,” AND CUSTOMER USES THEM AT ITS OWN RISK. WALK TODAY, ITS AFFILIATES, AND ITS PARTNERS DO NOT MAKE ANY GUARANTEE IN CONNECTION WITH THE PROGRAMS OR PROGRAM RESULTS. WALK TODAY MAKES NO PROMISE TO INFORM CUSTOMER OF DEFECTS OR ERRORS.
- Limitation of Liability. EXCEPT FOR SECTION 10, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) WALK TODAY, CUSTOMER, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH OTHER TYPES OF DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, WALK TODAY, CUSTOMER, AND THEIR RESPECTIVE AFFILIATES WILL NOT BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO WALK TODAY BY CUSTOMER UNDER THE TERMS IN THE NINETY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM.
- Dispute Resolution. In the event of any dispute arising out of or in connection with these terms or the Program, the parties shall first refer the dispute to proceedings under the International Chamber of Commerce (the “ICC”) Mediation Rules. If the dispute has not been settled pursuant to the said Rules within 30 days following the filing of a Request for Mediation or within such other period as the parties may agree in writing, such dispute shall thereafter be finally settled under the Rules of Arbitration of the ICC by one or more arbitrators appointed in accordance with the said Rules of Arbitration. The requirement to wait 30 days, or any other agreed period, following the filing of a Request for Mediation, before referring a dispute to arbitration shall not prevent the parties from making an application, prior to expiry of those 30 days or other agreed period, for Emergency Measures under the Emergency Arbitrator Provisions in the Rules of Arbitration of the ICC. All mediation and arbitration proceedings will be held in Montreal (Quebec, Canada).
- (a) All claims arising out or relating to these Terms (including without limitations arising out or related to the Program, the Application, the Advertisements and the Rewards) will be governed by the laws of the Province of Québec (Canada) excluding its conflict of laws rules. (b) Except as provided in Section 12, and solely in the event that Section 12 is not enforced as to a particular claim or dispute, all claims arising out or relating to these Terms (including without limitations arising out or related to the Program, the Application, the Advertisements and the Rewards) will be submitted to the exclusive jurisdiction of the courts of the judicial district of Montreal (Québec, Canada). (c) These Terms are the parties’ entire agreement relating to their subject matter and supersede any prior or contemporaneous agreements on those subjects. (d) Customer may not make any public statement regarding the relationship contemplated by these Terms (except when required by law). (e) All notices of termination or breach, or under Section 12, must be in writing and addressed to the other party’s Legal Department (or if it is not known if the other party has a Legal Department then to the other party’s primary contact or other address on file). The email address for notices being sent to Walk Today’s Legal Department is email@example.com . All other notices to Customer will be in writing and sent to an email address associated with Customer’s account. All other notices to Walk Today will be in writing and addressed to Customer’s primary contact at Walk Today or other method made available by Walk Today. Notice will be treated as given on receipt, as confirmed by written or electronic means. These notice requirements do not apply to legal service of process, which is instead governed by applicable law. (f) Except for modifications to these Terms by Walk Today under Section 14, any amendment must be agreed to by both parties and must expressly state that it is amending these Terms. Neither party will be treated as having waived any rights by not exercising (or by delaying the exercise of) any rights under these Terms. If any provision of these Terms is found unenforceable, that provision will be severed and the balance of the Terms will remain in full force and effect. (g) Neither party may assign any part of these Terms without the written consent of the other party save that (A) Walk Today may assign all or part of its rights and/or obligations under these Terms to an affiliate if Walk Today has notified Customer of the assignment, and (B) Customer may assign all of its rights and obligations under these Terms to an affiliate, but only where (I) the assignee agrees in writing to be bound by these Terms, (II) Customer remains liable for obligations under these Terms if the assignee defaults on them, and (III) Customer has notified Walk Today of the assignment. In addition, Walk Today may assign any debt which is owed to Walk Today by Customer to a third party without the consent of the Customer. Any other attempt to transfer or assign is void. (h) These Terms do not create any agency, partnership or joint venture among the parties. (i) Except for payment obligations, no party or its affiliates are liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
- Termination. Either party may terminate these Terms at any time with notice to the other party, but (i) Ads not cancelled under Section 6 and new Ads may be run and (ii) continued Program use is, in each case, subject to Walk Today’s terms and conditions then in effect for the Program. Walk Today may suspend Customer’s ability to participate in the Program at any time. In all cases, the running of any Customer Ads after termination is in Walk Today’s sole discretion.
- Walk Today may make non-material changes to these Terms at any time without notice but Walk Today will provide advance notice of any material changes to these Terms. The changes to the Terms will not apply retroactively and will become effective 7 days after posting. However, changes made for legal reasons will be effective immediately upon notice.
- Customer acknowledges and agrees that it has selected to accept the English version of these terms.