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AdStash User Agreement


  1. Welcome to AdStash!

Thanks for your interest in our advertising technology services (the “Services”)!

By using our Services, you agree to these terms (the “AdStash User Agreement”), the AdStash Payment Threshold Policy, the​ AdStash E-Sign Policy, the AdStash Hardware & Warranty Policy, the AdStash Copyright & Trademark Policy, and the AdStash Notices (collectively, the “Agreement”). If ever in conflict, to the extent of such conflict, the AdStash User Agreement will take precedence over any other terms of the Agreement.

Please read the Agreement carefully.

As used in the Agreement, “you” means the individual or entity using the Services (and/or any individual, entity or successor entity, agency or network acting on your behalf), “we”, “us” or “AdStash” means WestonExpressions Inc., and the “parties” means you and WestonExpressions Inc.

  1. Access to the Services; AdStash Accounts

Your use of the Services is subject to your creation and our approval of an AdStash account (an “Account”). We have the right, to be exercised at our sole discretion, to refuse or limit your access to the Services. By submitting an application to use the Services, you represent and warrant that the information you provide is true and correct. If you are an individual, you represent that you are at least 18 years of age. You may only have one Account.

By enrolling with AdStash, you permit us and our partners to sell and deliver to you, as applicable, (i) advertisements and other content (“Ads”), and/or (ii) related technology to your digital sign, mobile applications, media players, digital signage content and/or other properties approved by AdStash (each individually a “Property”). In addition, you grant AdStash the right to access, index and cache the Properties, or any portion thereof, including by automated means. AdStash may refuse to provide the Services to any Property. You are responsible for ensuring that the Properties have consistent internet connection, accessibility and power.

Any Property that is a software application and accesses our Services may require written preapproval by AdStash.  

  1. Using our Services

 You may use our Services only as permitted by this Agreement and any applicable laws. You are prohibited from misusing our Services. For example, you are not allowed to interfere with our Services or try to access them using a method other than the interface and the instructions that we make available to you. You will not attempt to, and will not permit or assist any other entity to or attempt to (i) copy, reproduce, modify, damage, disassemble, decompile, reverse engineer or create derivative works of the AdStash technology or any portion thereof; (ii) breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided by AdStash or our exchange and advertising partners; or (iii) use the Services or any part thereof in any manner other than as permitted herein; (iv) use the Services in a way that infringes or misappropriates a third party’s intellectual property rights or personal rights; (v) engage in any promotional or marketing activities that are deceptive, misleading, obscene, defamatory or illegal; (vi) use any other device, software or routine to interfere or attempt to interfere with the proper working of the Services or any activities conducted on AdStash’s servers; (vii) impose an unreasonable or disproportionately large load on the AdStash infrastructure; (viii) interfere with others’ use of the Services; (ix) alter or tamper with any information or materials on or associated with AdStash.

You may discontinue your use of any Service at any time by removing the relevant hardware from your Properties.

  1. Compatible Digital Signs.

Your AdStash Account permits you to accept advertisement placements on a compatible digital sign. Digital Signs that are modified contrary to the manufacturer’s software or hardware guidelines, including but not limited to disabling hardware or software controls may not be compatible digital signs. You acknowledge that the use of a modified digital sign to use the Services is expressly prohibited, constitutes a violation of the terms of this Agreement, and is grounds for termination of your AdStash Account. AdStash does not warrant that the Services will be compatible with your digital sign.

Your use of the Services may be subject to the terms of your agreements with your digital sign manufacturer.

  1. Changes to our Services; Changes to the Agreement

We are constantly changing and improving our Services. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.

We may modify the Agreement at any time. We’ll post any modifications to our Terms on this page and any modifications to our Policies on their respective pages. Changes will not apply retroactively and generally will become effective 14 days after they are posted. However, changes addressing new functions for a Service or changes made for legal reasons will be effective immediately. If you don’t agree to any modified terms in the Agreement, you are required to stop using the affected Services.  

  1. Payments and Transactions

 Subject to this Section 6 and Section 12 of these Terms, you may receive a payment related to the number of impressions and/or engagements calculated from the AdStash device on Ads displayed on your Properties or other events performed in connection with the display of Ads on your Properties, in each case as determined by AdStash.

You acknowledge that AdStash’s advertising and exchange partners may transact auctions where multiple Buyers may compete simultaneously against each other for the right to deliver its advertisements to your properties. You further acknowledge and agree that AdStash makes no guarantee regarding the level of impressions that your Properties may receive, the timing of delivery of such impressions or the amount of any payment to be made hereunder; and that our advertising partners and exchanges will be operable at all times or during any down time caused by outages to any public Internet backbones, networks or servers, any failures of equipment, systems or local access services, or due to previously scheduled maintenance or any other reasons beyond the control of AdStash.

Except in the event of termination, we will pay you by the end of the calendar month following any calendar month in which the earned balance in your Account equals or exceeds the applicable payment threshold.

Unless expressly authorized in writing by AdStash, you may not enter into any type of arrangement with a third party where that third party receives payments made to you under the Agreement or other financial benefit in relation to the Services.

Payments will be calculated solely based on our accounting. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to advertisers and any amounts arising from invalid activity, as determined by AdStash in its sole discretion. Invalid activity is determined by AdStash in all cases and includes, but is not limited to, (i) invalid impressions or invalid engagements on Ads generated by any person, device, automated programme or similar device, including through any engagements or impressions originating from your MAC addresses or devices computers under your control; (ii) engagements solicited or impressions generated by payment of money, false representation or requests for consumers to engage Ads or take other actions; (iii) Ads served to end users whose mobile devices browsers have WiFi disabled; and (iv) engagements or impressions co-mingled with a significant amount of the activity described in (i, ii and iii) above.

In addition to our other rights and remedies, we may (a) withhold and offset any payments owed to you under the Agreement against any fees that you owe us under the Agreement or any other agreement or (b) require you to refund us within 30 days of any invoice, any amounts that we may have overpaid to you in prior periods. If you dispute any payment made or withheld relating to the Services, you must notify us in writing within 30 days of any such payment. If you do not, any claim relating to the disputed payment is waived. If an advertiser whose Ads are displayed on any Property defaults on payment to AdStash, we may withhold payment or charge back your account.

To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account. You are responsible for any charges assessed by your bank or payment provider.

 

  1. Our Fees.

You agree to pay the applicable fees, is any, listed on our Fee Schedule at www.AdStash.com and in your AdStash Account (“Fees”) whenever you use the Services. Subject to the terms of this Agreement, we reserve the right to change our Fees. If we change our Fees, we will give you ninety (90) days notice of any change. Your continued use of the Services will signify your consent to the change in Fees. If you do not so consent, you are required to close your AdStash Account. All fees, charges, deposits, and payments collected or paid through the Services are denominated in United States Dollars (USD).

7.1 Minimum Payment Threshold & Refund Policy

Once you start generating AdStash advertising revenue you will only be able to withdraw your earnings once the minimum payment threshold listed in the AdStash Payment Threshold Policy is met.

If you are not fully satisfied with your purchase, you may return your Products within ninety (90) days of delivery so long as they are in their original condition and packaging and you enclose the original packing slip. We will refund your purchase price in full if in accordance with our AdStash Hardware & Warranty Policy. You must return all Products, cords, cables, parts and documentation that were included with the original package. Refunds will be applied to the original purchase method. Only Products purchased directly from AdStash can be returned to AdStash. Products you purchase through our authorized reseller partners must be returned in accordance with their respective return policies.



If you would like to return your unit within 90 days of purchase in exchange for a refund please email [email protected] and return your device to 1600-67 Yonge Street, Toronto, ON, Canada, M5E1J8. Your refund is subject to our Once we receive the device back and it is in good condition subject to the AdStash Hardware & Warranty Policy, we issue your payment back to you within 45 days.

7.2. Subscription Services

We may offer additional Services to you subject to additional fees and/or terms (each a “Subscription Service”). By signing up for a Subscription Service, including after using the freemium service, you agree to pay us the subscription fee as agreed in writing (“Subscription Fee”)  as at when due. Subscription Fees may be paid by credit card or by deduction from your account balance with us. If you link a credit card to your account, you authorize us to charge payments to your linked credit card. Regardless of your preferred payment preference, we reserve the right, to be exercised at our sole discretion, to either collect Subscription Fees by deduction from your account balance or from your linked credit card.

Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be automatically charged every month on the day corresponding to the day you made your initial subscription, until your subscription is cancelled. You may cancel a Subscription Service at any time by emailing [email protected] If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We may immediately terminate or suspend your subscription or access to a Subscription Service at any time for any reason or for no reason. The cancellation, termination or suspension of your subscription or access to such Subscription Service shall not affect your liability or obligations under this Agreement.

  1. Taxes

As between you and AdStash, AdStash is responsible for all taxes (if any) associated with the transactions between AdStash and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, other than taxes based on AdStash’s net income. All payments to you from AdStash in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted.

  1. Intellectual Property

Other than as expressly set out in the Agreement, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.

If AdStash provides you with software in connection with the Services, we grant you a non-exclusive, non-sub-licensable licence for use of such software. This licence is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by AdStash, in the manner permitted by the Agreement. Other than distributing content via the AdStash API, you may not copy, modify, distribute, sell or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. You will not remove, obscure or alter AdStash's copyright notice or other proprietary rights notices affixed to or contained within any AdStash services, software or documentation.

We grant you a non-exclusive, non-sublicensable licence to use AdStash’s trade names, trademarks, service marks, logos, domain names and other distinctive brand features in connection with your use of the Services and in accordance with the ADStash Copyright & Trademark Policy. We may revoke this licence at any time. Any goodwill arising from your use of AdStash’s Brand Features will belong to AdStash.

We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.

  1. Privacy

Our privacy policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that AdStash can use such data in accordance with our privacy policy.

You will ensure that at all times you use the Services, the Properties or venues the properties are located have a clearly labelled and easily accessible privacy policy that provides end users with clear and comprehensive information about device-specific information, location information and other information stored on, accessed on or collected from end users’ devices in connection with the Services, including, as applicable, information about end users’ options for MAC address removal. You will use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device-specific information, location information or other information on the end user's device in connection with the Services where such consent is required by law.

  1. Confidentiality

You agree not to disclose AdStash Confidential Information without our prior written consent. "AdStash Confidential Information" includes: (a) all AdStash software, technology and documentation relating to the Services; (b) impression and engagement rates or other statistics relating to Property performance as pertaining to the Services; (c) the existence of, and information about, beta features in a Service and (d) any other information made available by AdStash that is marked confidential or would normally be considered confidential under the circumstances in which it is presented. AdStash Confidential Information does not include information that you already knew prior to your use of the Services, that becomes public through no fault of yours, that was independently developed by you or that was lawfully given to you by a third party. Notwithstanding this Section 11, you may accurately disclose the amount of AdStash’s gross payments resulting from your use of the Services.

  1. Termination

You may terminate the Agreement at any time by emailing [email protected] The Agreement will be considered terminated within 30 days of AdStash's receipt of your notice. If you terminate the Agreement and your earned balance equals or exceeds the applicable threshold, we will pay you your earned balance within approximately 90 days after the end of the calendar month in which the Agreement is terminated. Any earned balance below the applicable threshold will remain unpaid.

AdStash may at any time terminate the Agreement, or suspend or terminate the participation of any Property in the Services for any reason. If we terminate the Agreement due to your breach or due to invalid or illegal activity, we may withhold unpaid amounts or charge back your account. If you breach the Agreement or AdStash suspends or terminates your Account, you (i) will not be allowed to create a new Account, and (ii) may not be permitted to monetize content on other AdStash products.

  1. Indemnity

You agree to indemnify and defend AdStash, its affiliates, agents and advertisers from and against any and all third-party claims and liabilities arising out of or related to the Properties, including any content served on the Properties that is not provided by AdStash, your use of the Services or your breach of any term of the Agreement. AdStash’s advertisers are third-party beneficiaries of this indemnity.

  1. Representations; Warranties; Disclaimers

You represent and warrant that (i) you have full power and authority to enter into the Agreement; (ii) you are the owner of, or are legally authorized to act on behalf of the owner of, each Property; (iii) you are the technical and editorial decision maker in relation to each Property on which the Services are implemented and that you have control over the way in which the Services are implemented on each Property; (iv) AdStash has never previously terminated or otherwise disabled an AdStash account created by you due to your breach of the Agreement or due to invalid activity; (v) entering into or performing under the Agreement will not violate any agreement you have with a third party or any third-party rights; and (vi) all of the information provided by you to AdStash is correct and current.

OTHER THAN AS EXPRESSLY SET OUT IN THE AGREEMENT, WE DO NOT MAKE ANY PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DO NOT MAKE ANY COMMITMENTS ABOUT THE CONTENT OF THE SERVICES, THE SPECIFIC FUNCTION OF THE SERVICES, OR THEIR PROFITABILITY, RELIABILITY, AVAILABILITY OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE EACH SERVICE “AS IS”.

TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED. WE EXPRESSLY DISCLAIM THE WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

  1. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, EXCEPT FOR ANY INDEMNIFICATION OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY OBLIGATIONS AND/OR PROPRIETARY INTERESTS RELATING TO THE AGREEMENT, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND (ii) EACH PARTY’S AGGREGATE LIABILITY UNDER THE AGREEMENT IS LIMITED TO THE NET AMOUNT RECEIVED AND RETAINED BY THAT PARTICULAR PARTY IN CONNECTION WITH THIS AGREEMENT DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. EACH PARTY ACKNOWLEDGES THAT THE OTHER PARTY HAS ENTERED INTO THE AGREEMENT RELYING ON THE LIMITATIONS OF LIABILITY STATED HERIN AND THAT THOSE LIMNITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.   

  1. Miscellaneous

Entire Agreement; Amendments. The Agreement is our entire agreement relating to your use of the Services and supersedes any prior or contemporaneous agreements on that subject. This Agreement may be amended (i) in a writing signed by both parties that expressly states that it is amending the Agreement, or (ii) as set forth in Section 5, if you keep using the Services after AdStash modifies the Agreement.

Assignment. You may not assign or transfer any of your rights under the Agreement.

Independent Contractors. The parties are independent contractors and the Agreement does not create an agency, partnership or joint venture.

No Third-Party Beneficiaries. Other than as set forth in Section 13, this Agreement does not create any third-party beneficiary rights.

No Waiver. Other than as set forth in Section 6, the failure of either party to enforce any provision of the Agreement will not constitute a waiver.

Severability. If it turns out that a particular term of the Agreement is not enforceable, the balance of the Agreement will remain in full force and effect.

Survival. Sections 9, 11, 12, 13, 15 and 16 of these AdStash Terms will survive termination.

Governing Law; Venue. All claims arising out of or relating to this Agreement or the Services will be governed by Canadian law, and will be litigated exclusively in the federal or provincial courts of Ontario, Canada and you and AdStash consent to personal jurisdiction in those courts.

Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labour condition, governmental action and Internet disturbance) that was beyond the party’s reasonable control.

 Communications. In connection with your use of the Services, we may contact you regarding service announcements, administrative messages and other information. You may opt out of some of those communications in your Account settings. For information about how to contact AdStash, please visit our contact page at www.AdStash.com