GSI Solutions Inc. ("Company", "we" or "us") provides self-serve advertising software via its website and subsidiary web properties (the "Sites"). Company offers various services to you, whether as an advertiser or publisher, through the website and subsidiary web properties, all of which are conditioned on your agreement to adhere to the following Terms of Service without modification of any kind. Your use of the Service (as defined below) and/or your registration with Company constitutes your agreement to these Terms of Service. These Terms of Service are subject to change at any time, without prior notice. Any changes that are made to these Terms of Service will not apply retroactively and will not apply to disputes or events occurring before the change is published. You are responsible for reviewing these Terms of Service on a regular basis. These Terms of Service apply to all visitors and all who access our website or Services.
We respect the privacy and security of our users. You understand that by using our service, you give consent to the collection, use and disclosure of our personally identifiable information as well as any non-personally identifiable information, as described in more detail in our Privacy Policy.
You affirm that you are either more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. If you are under 18 years of age, then please do not use Company or our Service.
In our discretion, we may maintain different accounts for different types of Users. If you open an account on behalf of your Company, then (a) "you" includes you and your Company, and (b) you represent and warrant that you are an authorized representative of your Company with the authority to bind the entity to these Terms of Service, and that you agree to these Terms on your Company's behalf. By connecting to Company with a third-party service (e.g., DoubleClick for Publishers or Adzerk), you give us permission to access and use your information from that service as permitted by that third-party service, and to store your authentication credentials for that third-party service. The service is not available to any User who has been removed by Company.
Company offers a platform for advertisers and publishers to buy and sell advertising. The "Service" means the product, platform or service provided or made accessible to you by Company. You acknowledge and agree that you shall look to Company and not any party that referred you to the Service for the provision of the Service.
If you are using the Services for the purposes of advertising on Kijiji including any derivative site, associated mobile website, and through any application or websites used to access the same (the “Kijiji Site”), you acknowledge and agree to the following:
∙ the materials you provide for your advertisement(s) (the “Materials”) form your “Campaign” or “Campaigns”;
∙ Kijiji may, in its sole discretion, reject or cancel your Campaign(s) at any time;
∙ Kijiji retains editorial control over the relevant Kijiji Site at all times. If Kijiji rejects or cancels your Campaign, Company will refund you for the portion of your Campaign that has not yet been delivered, in accordance with the refund policy;
∙ if Kijiji has not delivered the contracted impressions through the Kijiji Site in the time frame set forth, then Kijiji shall, at its sole discretion, continue to run your Campaign until it makes good any under-delivery or refund you an amount equal to the value of the under-delivered portion of your Campaign, provided, however, that you will not be entitled to such extension or refund if the under-delivery is a result of your actions. You acknowledge that these are your sole and exclusive remedies against Company and Kijiji in the event of an under-delivery;
∙ you will not, without Kijiji’s prior written consent, make any press release or general public announcement with respect to the nature and terms of your Campaign. Additionally, you will not; and
∙ Company may transfer to Kijiji any data, including Personally Identifiable Information and Anonymous Information, each as defined in Company’s privacy policy, that is captured from your use of the Services for Kijiji’s use in accordance with the following:
o where the Kijiji Site means www.kijiji.ca, including any derivative site, associated mobile website, and through any application or websites used to access the same, the privacy policy of Kijiji Canada Ltd. (“Kijiji”) to be advertised on , which Kijiji may amend from time to time, as set out at https://help.kijiji.ca/helpdesk/policies/kijiji-privacy-policy; and
By registering and participating in this Service, you agree and represent as follows:
You are of legal age and are otherwise capable of forming a legally binding contract;
You agree to be financially responsible for your Account and to comply with your responsibilities and obligations as stated in these Terms and in any policies or procedures posted on the Site, including but not limited to those for deposits of funds, account cash-outs, payment methods, and refunds;
All information you submit to Company or in connection with a Company service is accurate and complete and that you will maintain and promptly update any profile supplied to Company or to Users to ensure accuracy at all times;
You agree to be contacted via Email, SMS and text messaging by Company, and by third parties if relevant, regarding Company's services;
You hereby grant Company permission to email or display your profile and such other information as may be supplied by you to Company on or from Company's website as Company shall deem advisable in its sole determination in connection with the Service for you;
By using the Service, you are granting Company permission to access your account and those messages, data, information, text, graphics, audio, video or other material posted/uploaded/transmitted to or through the Service using your account, solely in connection with the provision of Services;
Whether as an advertiser or publisher, you agree to abide by the terms of the IAB Standard Terms and Conditions for Internet Advertising For Media Buys One Year or Less (https://www.iab.com/guidelines/standard-terms-conditions-internet-advertising-media-buys-one-year-less) and such terms will cover any transactions consummated through the Service. Notwithstanding the foregoing sentence, you agree that all orders placed are non-cancellable, and that if Publisher has not delivered the contracted impressions in the time frame set forth, then Publisher shall continue to run your ads until it makes good any under-delivery.
Company respects the rights of third-party creators and content owners and expects that you will do the same. Given the nature of the Service and the volume of information submitted, Company cannot and does not monitor all of the materials posted or transmitted by you and other third-party information providers via the Service, including, without limitation, any materials posted via the Service. You expressly agree that Company will not be liable for materials.
In connection with your use of the Site or your Account, if you are a publisher or seller of advertising, you agree to:
Install and use Company's ad serving code on your website at all times that you publish or sell ads through the Site, or alternatively, maintain a third-party ad server connection such that Company is able to publish ads through your ad server as agreed;
Approve or deny ads in a timely fashion (If your ad zone is set to automatically approve ads, the ads will be programmed to go live on your website immediately, but you have 24 hours to notify Company to remove the ads. If your ad zone is set to manual approval, you have up to 72 hours to approve or deny the ad, after which time Company may approve the ad at its discretion);
Accept Company's terms for release of statistical information (You understand and agree that such statistics are estimates only and are subject to revision for reasons that include but are not limited to processing errors or the discovery of fraudulent clicks, and that updates of statistics are generally released, but not guaranteed for, several times a day);
Notify us via email if you wish to permanently close your Account;
Accept Company's terms for payment, cash-outs, and the like, as described in the Account registration process on the Site.
Not sublicense, resell, time share, or otherwise commercially exploit or make available to any third party the advertising inventory or Services provided by Company hereunder.
If you are a publisher or seller of ads, and if you sell or otherwise transfer to another party one or more of your websites, then if the other party validly has its own Account in good standing, you may request that Company transfer ("Push") those websites from your Account to that other party's Account. Company shall have no obligation to push such websites if that other party does not have a valid and complete publisher Account.
Any Client media (1) directed to children under the age of 13 who reside in the United States or any territory thereof; or (2) that collect information from users known by the operator thereof to be under the age of 13 who reside in the United States or any territory thereof ("Kids' Sites") must be identified as such by the seller making Ad Inventory thereon available through the Service. Client's use of the Service will be in compliance with the United States' Children's Online Privacy Protection Act ("COPPA"). Without limiting the foregoing, Client may not, except to the extent permitted by applicable law, (i) create profiles of users or visitors of Kids' Sites, (ii) purchase, sell, place or facilitate the placement of behaviorally targeted Ads on Kids' Sites, or (iii) collect personal information (as defined by COPPA) about users or visitors of Kids' Sites. We will use flags within the Service to categorize Media identified by an applicable Seller as a Kids' Site within the Service, however we undertake no obligation to monitor COPPA compliance by Buyers or Sellers. Nothing in this Section shall be construed as limiting Client's obligation to comply with any other applicable laws, rules or regulations related to minors.
The following is a partial list of the kinds of activities that are prohibited on or through the Service: (a) submitting Materials that are patently offensive to the online community, such as content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (b) engaging in activities or submitting Materials that could be harmful to minors; (c) engaging in activity or submitting Materials that harasses or advocates harassment of another person; (d) engaging in activity that involves the transmission of "junk mail" or unsolicited mass mailing or "spam" or harvesting or otherwise collecting personally identifiable information about Service users, including names, phone numbers, addresses, email addresses, (collectively, "User Data") without their consent; (e) engaging in activity, or submitting Materials, or promoting information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (f) submitting Materials that contain restricted or password only access pages, or hidden pages or images; (g) submitting Materials that displays pornographic or sexually explicit material of any kind; (h) submitting Materials that provide instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses; (i) submitting Materials that contain viruses, Trojan horses, worms, or any other similar forms of malware, (j) engaging in activities or submitting Materials that solicit passwords or personally identifiable information for unlawful purposes from other users; (k) engaging in unauthorized commercial activities and/or sales without Company's prior written consent such as advertising, solicitations, contests, sweepstakes, barter, and pyramid schemes; (l) using any robot, spider, other automatic device, or manual process to monitor, copy, or "scrape" web pages or the content contained in the Company website or for any other unauthorized purpose without Company's prior written consent; (m) using any device, software, or routine to interfere or attempt to interfere with the proper working of the Service; (n) decompiling, reverse engineering, or disassembling the software or attempting to do so; or (o) taking any action that imposes an unreasonable or disproportionately large load on the Service or Company's hardware and software infrastructure or that of any of its Licensors or Suppliers. In addition, you covenant and represent that you will not use the Service for any purpose other than those that are set forth herein, nor will you use this Service in violation of the law or these Terms of Service.
As a part of our Service, Company may offer links to web sites operated by various third parties and is not responsible or liable for any acts or omissions created or performed by these third parties. We provide such links for your convenience and reference only. Company does not operate or control in any way any information, software, products or services available on such web sites. Company's inclusion of a link to a web site does not imply any endorsement of the services or the site, its contents, or its sponsoring organization.
You hereby represent and warrant that: (a) you have all necessary authority, rights and permissions to submit the Materials and grant the licenses described in these Terms of Service, (b) the Materials are accurate, current and complete, (c) the Materials and your use of the Service shall not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights, (d) the Materials and your use of the Service shall not violate any applicable law or regulation or cause injury to any person; (e) your use of the Service shall not violate any agreements between you and a third party.
You agree to indemnify, defend and hold harmless Company, and its officers, directors, employees, agents, and contractors (including Kijiji) from and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys' fees, arising from or related to: (a) the Materials you provide or approve for publication, (b) your use of the Service, (c) your breach of these Terms of Service, or (d) any actual, prospective, completed or terminated service between you and a third party.
Company intends that the information contained in its Service be accurate and reliable; however, errors sometimes occur. In addition, Company may make changes and improvements to the information provided herein at any time. The service and the information, software, products and services associated with it are provided "as is." Company and/or its suppliers, partners and affiliates disclaim any warranty of any kind, whether express or implied, as to any matter whatsoever relating to the service and any information, software, products and services provided herein, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, and noninfringement. Use of Company's service is at your own risk. Company and/or its suppliers, are not liable for any direct, indirect, punitive, incidental, special or consequential damages or other injury arising out of or in any way connected with the use of Company's service or with the delay or inability to use the services, or for any information, software, products and services obtained through Company, or otherwise arising out of the use of the service, whether resulting in whole or in part, from breach of contract, tortious behavior, negligence, strict liability or otherwise, even if Company and/or its suppliers had been advised of the possibility of damages. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
In no event shall Company or its suppliers (including Kijiji) be liable for lost profits or any special, incidental or consequential damages (however arising, including negligence) arising out of or in connection with this agreement. Company's liability, and the liability of Company's suppliers (including Kijiji) and affiliates, to you or any third parties in any circumstance, shall not exceed up to the greater of: (i) the amount of the total fees paid by you to Company during the most recent twelve-month period and (ii) the amount paid to you in commissions during the most recent twelve-month period. The limitations of liability set forth above are fundamental elements of the contract between Company and you. Some states do not allow the limitation of liability, so the foregoing limitation may not always apply.
Company is not responsible for any errors or delays caused by an incorrect e-mail address provided by you or other technical problems beyond our reasonable control.
Company reserves the right in its sole discretion, and without any prior notice, to terminate your access to the Service for any reason, including your breach of these Terms of Service, the terms and conditions of any service for which you may have registered, or a violation of the rights of another user or the law. You may unsubscribe from any further communication from Company at any time by delivering a written notice addressed to support@GSIsolutions.ca. You shall be responsible for ensuring delivery of the notice to Company. You may also unsubscribe by clicking the Email Preferences link or the opt-out link in any of the Company emails. Company shall not be obligated to store any data or files for more than ninety (90) days after termination of your access to the Service.
Company reserves the right with or without notice to you at any time to change, modify or discontinue any service or a portion or attribute thereof, or the offering of any information, good, content, product or service. Company shall have no liability to you or any third party should Company modify or discontinue any service or an aspect thereof.
You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the AUP and the Privacy Policy before you use these Services.
The Terms of Service shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
You acknowledge and agree that Company may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Company’s website, available here and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted to Company’s website constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
You may not use the Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of Canada and the Province of Ontario. You will comply with all applicable laws, rules and regulations in your use of the Service.
You acknowledge and agree that Kijiji Canada Ltd. is an intended third-party beneficiary of this Agreement with the right to enforce the provisions of Sections 7 and 8 directly against you.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Company.
Questions about the Terms of Service should be logged via the Customer Support Portal
You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
You acknowledge and agree that your use of the Service, including information transmitted to or stored by Company, is governed by its Privacy Policy.