MASTER TERMS AND CONDITIONS FOR ADVERTISING

Updated: April 28, 2022
  1. 1. INTRODUCTION AND DEFINITIONS

    1. 1.1 You (“Client”) require the provision or performance of certain Services (as defined below) and we (“Loblaw”) have expertise in the business of providing such Services and have agreed to provide same to Client, subject to the terms and conditions set forth herein. These Master Terms and Conditions for Advertising, including any applicable Appendices, together with any IO (as defined below) entered into by Client and Loblaw, are the “Agreement.” Loblaw and Client are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
    2. 1.2 For the purpose of this Agreement, the following terms have the meanings set out below:
      1. (a) “Ad” means a promotional message consisting of text, graphics, audio, video, or any combination of these (including in all cases trademarks) to promote Client’s products or services, as well as all keywords, ad target options, domain names, URLs and any other information or data underlying such messages;
      2. (b) “Ad Inventory” means digital media inventory, including, without limitation, web, mobile, application, widget-based, television broadcast, video, audio and/or social media advertising inventory;
      3. (c) “Affiliate” means a corporation or other legal entity that, directly or indirectly, at the applicable time:
        1. (i) is a Party hereto that owns or exercises direction over twenty percent (20%) or more of the voting shares, or securities convertible into such shares;
        2. (ii) controls a Party hereto;
        3. (iii) is controlled by the same person that directly or indirectly controls a Party; or
        4. (iv) is a franchisee, or an independent retailer that is integrated into the supply chain, of Loblaw or any of its Affiliates.
        5. In respect of Loblaw, for the purpose of subparagraphs (ii) and (iii) above, control means de facto ownership or exercise of direction of forty percent (40%) or more of the voting equity shares of the applicable corporation or legal entity or securities convertible into such shares;
      4. (d) “Authorized Users” means all persons authorized by Loblaw to access and use the Services, including Client’s employees, agents, representatives and contractors;
      5. (e) “Business Day” means 8:30 a.m. to 5:00 p.m. Eastern Time, Monday to Friday inclusive, except statutory or civic holidays observed in the Province of Ontario and any other holidays observed by Loblaw;
      6. (f) “Commitment Letter” means the standard form Loblaw commitment letter executed by Loblaw and the Client for Managed Services, which may contain additional and specific terms and conditions related to each of the applicable Services provided to client hereunder;
      7. (g) “Deliverable” or “Deliverables” means Ad Inventory delivered by Publisher and any other campaign outcomes defined in an Insertion Order;
      8. (h) “Distribution Network” means the network of advertising channels, including all forms of media, applications, and devices, through which Client’s Ads are distributed, whether on or off the Loblaw Platforms;
      9. (i) “Insertion Order” or IO” means the standard form Loblaw insertion order executed by Loblaw and Client, which may contain additional and specific terms and conditions related to each of the applicable Services provided to client hereunder. For clarity, as it relates to the Managed Services, an IO also includes any Commitment Letter entered into between Loblaw and the Client;
      10. (j) “Loblaw Digital Assets” means the website pages or other digital inventory that are owned, operated, authorized, or hosted by or for Loblaw, and for greater certainty includes digital properties on which Loblaw has a contractual right to serve Ads;
      11. (k) “Loblaw Platform” means Loblaw’s proprietary platform, including the technology underlying such platform, for the purchase of Ad Inventory;
      12. (l) “Loblaw Policies” means Loblaw’s policies, as updated by Loblaw from time to time upon reasonable notice to Client, including but not limited to the Policy on Prohibited Activities, Categories and Products;
      13. (m) “Managed Service” means the management, trafficking, serving and delivery, measurement and reporting of Client’s Ads on Publisher media where Loblaw directly orchestrates the execution of the Services;
      14. (n) “Personal Information” means all information about an identifiable individual or information which relates to a natural person that allows the person to be identified;
      15. (o) “Publisher” means a legal entity that owns or operates media with Ad Inventory, including but not limited to websites and apps;
      16. (p) “Self-Service” means Loblaw’s provision to Client of Loblaw’s self-serve Loblaw Platform, which allows Client to purchase Ad Inventory;
      17. (q) “Services” means each of the services provided by Loblaw to Client hereunder, as further described herein and in any IO, if applicable, including but not limited to Managed Service and/or Self-Service; and
      18. (r) “Third Party Ad Server” means a third party that will serve and/or track Ads, to be approved and restricted by Loblaw in its sole discretion.

    2. SERVICES

    1. 2.1 Loblaw Services. Loblaw shall provide Client with the Services pursuant to this Agreement and any IO executed between the Parties. Loblaw reserves the right to make changes to the Services, in its sole and absolute discretion.
    2. 2.2 Licence. Loblaw grants Client a limited, non-exclusive, revocable, non-sublicensable, and non-transferable licence to access and use the Services for Client’s business purposes. Loblaw, in its sole discretion, may remove or revise any functionality of any Service in any new release or update thereof. There are no implied licences under this Agreement, and any rights not expressly granted to Client are reserved by Loblaw for its own use and benefit.
    3. 2.3 Additional Services. Loblaw may provide Client any other Service as described in an IO, as applicable.

    3. TERMINATION

    1. 3.1 Termination for Breach. Either Party may terminate this Agreement, or any IO that has not been fully performed, for cause in the event of a breach by the other Party of a material term or provision of this Agreement or an IO if such breach is not cured within ten (10) Business Days of written notice. Additionally, if Client breaches its obligations by violating the same Loblaw Policy three times and receives timely notice of each such breach, even if Client cures such breaches, then Loblaw may terminate the IO or placements associated with such breach upon written notice. If Client does not cure a violation of a Loblaw Policy within the applicable ten (10) Business Day cure period after written notice, then Loblaw may terminate the IO and/or placements associated with such breach upon written notice.
    2. 3.2 Termination for Insolvency. Either Party may immediately terminate this Agreement, or any IO that has not been fully performed, by giving written notice to the other Party if the other Party is insolvent or has a petition brought by or against it under the insolvency laws of any jurisdiction; if the other Party makes an assignment for the benefit of creditors; or if a receiver, trustee or similar agent is appointed with respect to any property or business of either Party.
    3. 3.3 Termination for Convenience. In addition, Loblaw may terminate this Agreement, or any IO that has not been fully performed, at any time, with or without cause, for convenience upon thirty (30) calendar days written notice to Client unless the applicable IO otherwise expressly provides.
    4. 3.4 Effects of Termination. In the event of termination or expiration of this Agreement or any IO:
      1. (a) all license rights granted by Loblaw to Client pursuant to the Agreement or IO shall immediately terminate;
      2. (b) Loblaw shall immediately cease performance of the Services hereunder; and
      3. (c) Loblaw will provide a final invoice to Client for any outstanding amounts due which Client will pay within thirty (30) calendar days of the invoice date.

    4. CANCELLATION

    1. 4.1 Managed Service Clients. Before the launch of the Services, Client may cancel the entire IO or any portion thereof at any time prior to the serving of the first impression of the IO, with:
      1. (a) ten (10) Business Days prior written notice, without penalty, for all third party media buys and all non-guaranteed Ad Inventory. Cancellations received within ten (10) Business Days prior to the serving of the first impression of the IO are subject to a ten (10) Business Day sliding scale of required payment. For example, if Client cancels the IO five (5) Business Days prior to the first impression, Client will only be responsible for payment for the first five (5) Business Days of the campaign;
      2. (b) thirty (30) calendar days prior written notice for fixed duration one-week sponsorship placements on Loblaw Digital Assets and all third party media buys with Flipp. Cancellations received within thirty (30) calendar days prior to the serving of the first impression are subject to a thirty (30) calendar day sliding scale of required payment;
      3. (c) sixty (60) calendar days prior written notice for all in-store digital media executions (e.g., in-store audio Ads). Cancellations received within sixty (60) calendar days prior to the serving of the first impression of the IO are subject to a sixty (60) calendar day sliding scale of required payment.
      Notwithstanding the foregoing and irrespective of campaign launch, Client agrees to pay Loblaw for any and all amounts set out in an IO for any custom content to be developed by Loblaw.
      After the launch of the Services, Client may cancel the entire IO, or any portion thereof upon the serving of the first impression/sample of the IO or any time thereafter, without penalty, by providing Loblaw with written notice of cancellation, which will be effective after the later of:
      1. (a) ten (10) Business Days after serving the first impression of the IO; or
      2. (b) five (5) Business Days after providing Loblaw with such written notice.
      Client will be responsible for payment for the total number of days that Ads were executed.
    2. 4.2 Self-Service Clients. If Client manages its own account via online access, Client may be able to cancel Ad campaigns or individual line items more quickly. Client is responsible for all clicks or impressions or other cost items as defined in the Loblaw Platform actually delivered until such time as the cancellation is effective.
    3. 4.3 Ad Inventory not specifically referenced in this Section 4 is deemed non-cancellable.

    5. CHARGES, FEES AND PAYMENT

    1. 5.1 Due Date. All invoices for Services provided hereunder will be paid by Client within thirty (30) calendar days of the invoice date. In the event that Client is late in making any payment due to Loblaw under this Agreement, Loblaw may in its sole discretion suspend further performance of the Services hereunder without liability to Client. Unless otherwise agreed in writing, all invoices and payments shall be in Canadian dollars, and are exclusive of applicable sales, use or similar taxes for which Client may be obligated to pay Loblaw. Late payments bear interest at a rate of 1% per month, or the highest rate permitted by law, if less. If Client fails to make any payment due under the Agreement, Client will pay all reasonable expenses (including any legal fees and third-party collection costs) Loblaw incurs to collect the payment(s).
    2. 5.2 Measurements. Loblaw’s measurements are the definitive measurements under the Agreement that will be used to calculate Client’s fees and charges. With the exception of dynamically priced placements, in the event that Loblaw’s ad server measurements are higher than those produced by Client’s Third Party Ad Server by more than 10% and Client reports such discrepancy in writing to Loblaw within ten (10) Business Days of receipt of such measurements, Loblaw agrees to investigate such discrepancy to facilitate a reconciliation. If the discrepancy cannot be reconciled, Loblaw’s delivery statistics will be used with a maximum adjustment of 10%.

    6. AGENCY

    1. 6.1 Application. If Client is an advertising agency, reseller, or other entity representing advertisers (“Agency”), this Section applies. In such case, “Client,” as used throughout the Agreement, means the Agency that executes an IO or logs into the Loblaw Platform or Loblaw Digital Assets, together with that advertiser.
    2. 6.2 Agency Representations. Agency represents, warrants, and covenants that:
      1. (a) it is the authorized agent of the Client and has the legal authority to enter into the Agreement on behalf of the Client, make all decisions, and take all actions relating to the Client’s accounts; and
      2. (b) when Agency is executing an IO or otherwise enrolling a Client in a Service, the Client is also entering into the Agreement and Agency has bound the Client to the Agreement.
    3. 6.3 Designations. Loblaw may request, and Agency will immediately deliver to Loblaw, the agreement that designates Agency as the Client’s agent and authorizes Agency to act on the Client’s behalf in connection with the Agreement.
    4. 6.4 Contact. Agency acknowledges that Loblaw may contact any Client represented by Agency directly.

    7 . USE AND ACCESS

    1. 7.1 Accounts. Use of the Services shall be limited to Client’s Authorized Users. Usernames and passwords to the Services are non-transferable and any transfer of such to anyone other than the Authorized Users will be considered a breach of this Agreement. Client is solely responsible for access to and use of the Platform, including without limitation, the safeguarding of usernames and passwords provided to Client or its Authorized Users. Client will promptly notify Loblaw in writing if Client becomes aware of a potential breach of security relating to the Loblaw Platform or Loblaw Digital Assets, such as the unauthorized disclosure or use of account credentials of Client or its Authorized Users.
    2. 7.2Restrictions. Client will not, and will not permit its Authorized Users, to:
      1. (a) interfere with the proper working of the Loblaw Platform or Loblaw Digital Assets, Services, or Loblaw systems;
      2. (b) use any automated means to access, monitor, scrape, or manage Client’s account(s) with Loblaw, or to access, monitor, scrape or copy any Service, the Loblaw Platform or Loblaw systems or Loblaw Digital Assets, or any data therein, except the automated means Loblaw expressly makes available or authorizes in advance in writing (e.g., third-party tools Loblaw approves).
    3. 7.3 Liability for Users. Client shall be fully liable for the acts and omissions of its Authorized Users, including in respect of any charges, costs, fees, or other expenses incurred by Authorized Users’ use of the Loblaw Platform and/or Services.

    8. AD MATERIALS

    1. 8.1License. Client grants Loblaw a non-exclusive, royalty-free, perpetual, irrevocable (other than in accordance with the terms of this Agreement), worldwide licence to do the following:
      1. (a) publish, display, use, copy, archive, adapt, store, reformat, recompile, and modify any part of the Ads in whole or in part, on any platform, for the purpose of providing the Services and for Loblaw’s record keeping and archival purposes;
      2. (b) access, index, and cache the website(s) to which Client’s Ads link by any means;
      3. (c) create and display in connection with Client’s Ad copies of any text, images, graphics, audio, and video on the websites to which Client’s Ads link;
      4. (d) distribute Client’s Ads through the Distribution Network;
      5. (e) sub-license these rights to any third-party; and
      6. (f) display the trademarks and trade names of Client in connection with the Ads and the provision of the Services.
      For greater certainty, the licence granted herein permits Loblaw to make backup copies of the Ads.
    2. 8.2 Ad Discretion. Loblaw will not have any liability for Client’s Ads. Loblaw may refuse, reject, cancel, or remove any Ad or space reservation at its reasonable discretion at any time. Client’s Ads may be subject to inventory availability. Loblaw does not guarantee that Ads will be placed in, or available through, any part of the Distribution Network, nor does Loblaw guarantee that Client’s Ads will appear in a particular position or rank.
    3. 8.3 Ownership. Client agrees that: (i) Loblaw will have complete editorial freedom in terms of the content, look and feel and technical aspects of the Loblaw Platform, Services, and the distribution of Ads to end users; and (ii) the organization, specifications, availability and/or appearance of the Loblaw Platform, the Services (or any part thereof), any third party products, or property provided by Loblaw may be modified at any time at Loblaw’s sole discretion. Loblaw advertising offerings, Services, systems, platforms, and exchanges are proprietary to Loblaw and are protected by federal and international intellectual property laws. Loblaw, or its licensors as applicable, retains all right, title, and interest in its advertising offerings, Services, systems, platforms, and exchanges, together with (A) all derivative works, modifications, enhancements, and upgrades whether or not created based on Client’s feedback; and (B) all technology and data related thereto or collected in connection therewith. Any rights not expressly granted in the Agreement are reserved by Client or Loblaw, as applicable. As between Client and Loblaw, all right, title and interest in the Ads and all intellectual property rights therein will remain the property of Client or the entity from which Client has obtained the rights.
    4. 8.4 Inquiries. Client will be solely responsible for all inquiries relating to Client’s Ads, including without limitation, inquiries relating to the products and services being advertised.
    5. 8.5 Policies. Ads must comply with Loblaw Policies, including but not limited to the Policy on Prohibited Activities, Categories and Products, which Loblaw may change from time to time upon reasonable notice to Client.

    9. REPORTING

    1. 9.1 Form of Report. In connection with the Services, Loblaw will provide certain reporting to Client in a form and format determined by Loblaw on impressions, clicks and other data derived, generated or resulting from the provided Services (the “Reports”). In addition to reporting on spend, impressions and clicks, any other actions specified in the applicable IO will be tracked within the Loblaw reporting and a summary thereof shall be provided as a part of the Reports.
    2. 9.2 Client’s Use of Data. Client may use data made available to Client in connection with a Loblaw Platform, including data that is obtained, collected, or derived as a result of any targeting parameters provided by Loblaw, solely for internal use to manage Client’s advertising account(s) with Loblaw. Client may not publish that data or use it for retargeting except through the Services.

    10. CONFIDENTIALITY

    1. 10.1 Interpretation. For the purposes of this Agreement, “Confidential Information” means any and all information, whether or not marked as “confidential” or “proprietary”, directly or indirectly provided by or through a Party (“Discloser”) to the other Party or its subcontractors, agents or other representatives (“Recipient”) at any time and in any form (including written, oral, printed, documentary, or electronic), including without limitation, information related to any of the following relating to Discloser’s business or operations:
      1. (a) customers, Clients or prospects;
      2. (b) financial or accounting data;
      3. (c) marketing, research or advertising data, including, without limitation, strategies or techniques, customer lists, pricing, product positioning, placement and targeting information, differentiation or clinical data;
      4. (d) information related to hardware, software or other equipment, or configurations of same;
      5. (e) any proprietary information, including know-how, show-how, trade-secrets, processes and techniques, whether or not protected under by statute or common law, as applicable;
      6. (f) this existence or terms of this Agreement;
      7. (g) Personal Information;
      8. (h) data gathered pursuant to an IO that allows identification of Loblaw or any Affiliate of Loblaw or any pre-existing data used by Loblaw pursuant to an IO;
      9. (i) data entered by users on any website of Loblaw or any Affiliate of Loblaw; and
      10. (j) any other information that would reasonably be considered to be of a confidential or proprietary nature.
    2. 10.2 Use of Information. Each Party agrees to use the Confidential Information furnished by the other Party only as reasonably required for the purposes of this Agreement and for no other purpose, whether directly or indirectly.
    3. 10.3 Standard of Care. Each Party agrees to employ adequate safeguards to keep the Confidential Information strictly confidential and shall not disclose, directly or indirectly, the Confidential Information disclosed by the other Party to any other person except as expressly permitted under this Agreement. Without limiting the generality of the foregoing, each Party agrees that unless required by law, it will not disclose Confidential Information disclosed by the other Party in whole or in part to others without the written approval of the other Party, with the exception, on a “need-to-know” basis only, of employees, agents, advisors and subcontractors of Recipient or its affiliates that are bound by a written obligation to Recipient corresponding in all material respects to those of Recipient under this Agreement (the “Permitted Recipients”). Each Party further agrees that it shall not, whether directly or indirectly:
      1. (a) copy, duplicate, reproduce, exploit or further develop the Confidential Information disclosed by the other Party in any form in whole or in part, save and except as may be used directly for the purposes of this Agreement;
      2. (b) contract, incur or suffer to exist any claim, lien, charge or other encumbrance with respect to the Confidential Information disclosed by the other Party; or
      3. (c) use or disclose any the Confidential Information disclosed by the other Party contrary to the intention and spirit of this Agreement.
    4. 10.4 Non-Confidential. The obligations of confidentiality shall apply to any and all parts of the Confidential Information (other than Personal Information) except that which the Recipient is able to demonstrate:
      1. (a) is or becomes generally publicly available through authorized disclosure by or on behalf of Discloser;
      2. (b) is lawfully obtained by Recipient from third parties which have the lawful right to disclose such Confidential Information;
      3. (c) is previously actually known to Recipient at the time of disclosure or is independently developed by Recipient without use of or reference to the Confidential Information prior to the initial disclosure thereof by Discloser, and such actual knowledge or independent development, as the case may be, can be established by evidence that would be acceptable to a court of competent jurisdiction; or
      4. (d) Recipient is required to disclose by law or judicial order, provided that prior to disclosing any Confidential Information of Discloser, Recipient shall notify Discloser and Recipient shall cooperate with Discloser to lawfully limit such disclosure and/or obtain protective appropriate protective orders with respect to such portions of such Confidential Information as is the subject of any such required disclosure.
    5. 10.5 Injunctive Relief. In the event of a breach or threatened breach of this Agreement by the Recipient, a Permitted Recipient, or persons acting on behalf of the Recipient, the Parties agree that, in addition to any remedy at law that Discloser may have for damages, Discloser shall be entitled to temporary and permanent injunctive relief prohibiting any and all use and disclosure of the Confidential Information of Discloser and such injunctive relief shall not limit any other remedies which Discloser may have as a result of a breach of the covenants contained herein.
    6. 10.6 Return or Destruction. The Parties agree that each shall have the right to demand at any time the immediate return of its respective Confidential Information and any and all copies thereof, if any, in the possession of the other Party and that the other Party has provided to any third parties. The Party receiving such request shall forthwith return such Confidential Information, together with any and all copies thereof and will immediately destroy any and all memoranda, notes, reports, documents, and software containing copies, extracts or reproductions thereof in its possession, power or control. Upon request, each Party will certify the return and/or destruction of the Confidential Information by a certificate of one of its senior officers. The return of such documents shall in no event relieve either Party of its obligations of confidentiality set out in this Agreement with respect to such returned Confidential Information. Notwithstanding the foregoing, Loblaw shall not be required to return any Confidential Information disclosed or otherwise made available by Client to the extent such Confidential Information is part of or necessary for a Service hereunder pursuant to the terms of this Agreement.
    7. 10.7 Accuracy. Client acknowledges and agrees that Loblaw makes no representation or warranty in relation to any of the Confidential Information of or disclosed by or on behalf of Loblaw, its adequacy, accuracy or suitability for any purpose and, except as expressly agreed in writing, Loblaw shall not be liable to Client for any loss or damage arising from the use thereof howsoever caused.
    8. 10.8 Ownership. Each Party acknowledges and agrees that Confidential Information of Discloser is and shall be owned by Discloser or its Affiliates, as applicable.
    9. 10.9 Notice. Each Party shall promptly notify the other Party of any unauthorized disclosure, possession, use or knowledge of Confidential Information received by it as Recipient that becomes known to such Party.

    11. REPRESENTATIONS AND WARRANTIES

    1. 11.1 Loblaw Representations. Loblaw represents, warrants, and covenants to Client that:
      1. (a) Loblaw has the right and authority to enter into the Agreement;
      2. (b) the websites of Loblaw or any Affiliate of Loblaws are, to the best of Loblaw’s knowledge, offered free of viruses, spyware, malware, or other malicious code;
      3. (c) Loblaw will perform its obligations under this Agreement in a professional and workmanlike manner;
      4. (d) the performance of its obligations set out in this Agreement will comply with all applicable laws; and
      5. (e) Loblaw will not knowingly engage in nor cause others to engage in: spamming or improper, malicious, or fraudulent clicking, impression, or marketing activities relating to Client’s advertising campaigns.
    2. 11.2 Client Representations. Client represents, warrants and covenants to Loblaw that:
      1. (a) Client has the right and authority to enter into the Agreement;
      2. (b) Client’s Ads (including products and services referenced therein), the website(s) to which the Ads link, all emails and other electronic communications, and any other information and materials in connection therewith, any tools or code Client uses or makes available in connection with a Service, and any act or omission by Client relating to Client’s Ads:
        1. (i) are, and will be updated to remain, current and accurate;
        2. (ii) are, to the best of Client’s knowledge, free of viruses, spyware, malware, or other malicious code;
        3. (iii) are either original to Client or Client has secured all necessary rights and licenses for their use as contemplated by the Agreement;
        4. (iv) do not violate any applicable laws, or Loblaw Policies, including but not limited to all applicable privacy-related and misleading advertising laws;
        5. (v) do not infringe any copyright, patent, trademark, trade secret, or other intellectual property right of any person or entity; and
        6. (vi) are not false, deceptive, or libelous;
      3. (c) Client will not engage in, nor cause others to engage in, spamming or improper, malicious, or fraudulent clicking, impression, or marketing activities relating to any Loblaw Platform or Loblaw Digital Assets;
      4. (d) clicking on Client’s Ad will not, to the best of its knowledge, cause damage to an end user’s computer, download a software application, change an end user’s computer settings, or create a series of sequential, stand-alone advertisements (including by pop-up or pop-under);
      5. (e) Client will not reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of any Loblaw Platform or Loblaw Digital Assets, or any aspect or portion thereof; and
      6. (f) Client will not provide access to the Loblaw Platform or Loblaw Digital Assets, except to Authorized Users, who are bound in writing by use and confidentiality restrictions which are no less protective than those contained in this Agreement.

    12. INDEMNIFICATION

    1. 12.1 Client Indemnity. Client will indemnify, defend, and hold harmless Loblaw, its Affiliates, subsidiaries and each of their respective directors, officers, employees, subcontractors, and other representatives from all losses, liabilities, expenses (including reasonable legal fees) and claims, whether actual or alleged, that arise out of or in connection with:
      1. (a) Client Ads, including without limitation, any intellectual property infringement or violation of applicable laws;
      2. (b) Client or Authorized Users’ use of any Service or the website of Loblaw or any Affiliate of Loblaw;
      3. (c) Client’s website;
      4. (d) Client’s negligence, wilful misconduct or misrepresentation;
      5. (e) Client’s product(s) or services, including without limitation sale or license of Client’s product(s) or services advertised by Client to a third party, any recall or withdrawal of Client’s product(s) or services or where applicable government authorities require corrective action regarding Client’s product or services;
      6. (f) Client or Authorized Users’ non-compliance with any applicable laws or Loblaw Policies; or
      7. (g) Client or Authorized Users’ breach of the Agreement; (collectively, “Client Claims”).
      Client is solely responsible for defending any Client Claims against Loblaw, subject to Loblaw’s right to participate with counsel of its own choosing, at its own expense, and for payment of all judgments, settlements, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, resulting from all of Client Claims against Loblaw, provided that Client will not agree to any settlement that imposes any obligation or liability on Loblaw without its prior express written consent, not unreasonably withheld.
    2. 12.2 Loblaw Indemnity. Loblaw will indemnify, defend, and hold Client harmless from all third-party claims, whether actual or alleged, arising from:
      1. (a) infringement of any valid Canadian copyright or trademark, as a result of using the Loblaw Platform in accordance with the Agreement, excluding data generated by analytics, the content of searches, Ads, results Loblaw serves and/or content contained therein, and any content submitted or approved by Client;
      2. (b) Loblaw’s non-compliance with any applicable laws; or
      3. (c) Loblaw’s breach of the Agreement; (collectively, “Loblaw Claims”).
      Loblaw is solely responsible for defending any Loblaw Claims, subject to Client’s right to participate with counsel of Client’s own choosing, at Client’s own expense, and for payment of all judgments, settlements, damages, losses, costs, and expenses, including reasonable legal fees, resulting from the foregoing to Client, provided that Loblaw will not agree to any settlement that imposes any obligation or liability on Client without Client’s prior written consent, not unreasonably withheld.
    3. 12.3 Limit of Obligation. Notwithstanding any other provision in the Agreement, Loblaw will have no liability or indemnification obligation under the Agreement with respect to any Loblaw Claim to the extent it is based on or arises out of:
      1. (a) the modification of any Service, the website or technology of Loblaw or any Affiliate of Loblaw by Client or an Authorized User;
      2. (b) the combination or use of any Service and/or technology with software, services, products, or technology of Client’s; or
      3. (c) misuse of the Services and/or technology of Loblaw or any Affiliate of Loblaw.
    4. 12.4 Notice and Cooperation. The indemnified party(ies):
      1. (a) will give the indemnifying party prompt notice of the relevant claim, provided that a failure or delay in providing such notice will not relieve the indemnifying party’s obligations except to the extent prejudiced by such failure or delay; and
      2. (b) cooperate reasonably with the indemnifying party, at the indemnifying party’s expense, in the defense of such claim.

    13. WARRANTY DISCLAIMER

    1. OTHER THAN AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES, CODE, DISTRIBUTION NETWORK, SYSTEMS, LOBLAW OR LOBLAW AFFILIATE WEBSITES, AND ANY OTHER MATERIALS PROVIDED BY OR ON BEHALF OF LOBLAW UNDER THE AGREEMENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND CLIENT’S USE THEREOF IS AT CLIENT’S OWN RISK. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, LOBLAW AND CLIENT DISCLAIM ON BEHALF OF EACH OF THEMSELVES ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES, INCLUDING ANY WARRANTIES OF TITLE, MERCHANTABILITY, SERVICE QUALITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE DISTRIBUTION NETWORK, LOBLAW OR LOBLAW AFFILIATE SYSTEMS, PLATFORMS, EXCHANGES, WEBSITES, CODE, AND INFORMATION ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY, REPRESENTATION, CONDITION, OR GUARANTEE OF ANY KIND, EXPRESS OR IMPLIED, AND CLIENT’S USE THEREOF IS AT CLIENT’S OWN RISK. MOREOVER, LOBLAW DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERROR OR WILL BE AVAILABLE 24 HOURS PER DAY, SEVEN DAYS PER WEEK AND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING:
      1. (a) ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES; OR
      2. (b) THE USAGE OR PERFORMANCE STATISTICS FOR ANY ADS.
      LOBLAW DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN THE SERVICES, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT OR OTHER CAUSE. IN NO EVENT WILL LOBLAW BE LIABLE FOR THE COSTS OF IMPRESSIONS SUPPLIED BY PUBLISHERS WITHIN THE SERVICES.

    14. LIMITATION OF LIABILITY

    1. 14.1 No Consequential Damages. EXCEPT FOR LIABILITY ARISING OUT OF BREACH OF SECTION 10 (“CONFIDENTIALITY”), ANY INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, AND DAMAGES OCCASIONED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF EITHER PARTY, UNDER NO CIRCUMSTANCES WHATSOEVER SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INDIRECT, OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER.
    2. 14.2 Total Cap. EXCEPT FOR LIABILITY ARISING OUT OF BREACH OF SECTION 10 (“CONFIDENTIALITY”), AND ANY INDEMNIFICATION OBLIGATIONS OF CLIENT UNDER SECTION 12, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY LIABILITY IN CONNECTION WITH THE AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, WILL BE STRICTLY LIMITED TO THE GREATER OF:
      1. (a) THE AMOUNT ALREADY PAID OR OWED BY CLIENT TO LOBLAW PURSUANT TO THE AGREEMENT IN THE TWELVE-MONTH PERIOD PRIOR TO THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM; AND
      2. (b) CDN$250,000.

    15. GENERAL

    1. 15.1 Dispute Resolution. If any dispute, disagreement, controversy, claim or other issue (a “Dispute”) arises during the term of this Agreement concerning the interpretation or performance of this Agreement (other than a Dispute concerning Confidential Information or intellectual property rights) the Parties will in good faith attempt to resolve such Dispute promptly and in an amicable manner under the following informal dispute resolution procedure:
      1. (a) if a Dispute arises which is not resolved by the operational personnel involved within five (5) Business Days after the date that the Dispute arose, the Dispute will immediately be escalated to the applicable executive, as determined by Client, and executive of Loblaw (the “Executives”) for resolution, who will meet (in person or by way of telephone or other electronic means) within five (5) Business Days of such escalation and attempt to resolve the Dispute; and
      2. (b) if the Dispute cannot be resolved by the Executives within five (5) Business Days of such escalation, each Party may take whatever steps are necessary to protect its interests.
      However, no Dispute (other than a Dispute concerning Confidential Information or intellectual property rights) will be the subject of litigation or other formal proceeding between the Parties unless the Parties have attempted to resolve the Dispute in accordance with the process set forth in this Section provided, however, that either Party may seek injunctive or equitable relief as otherwise provided for in this Agreement without complying with the above described procedure.
    2. 15.2 Survival of Terms. Regardless of the circumstances of termination or expiration of this Agreement or other attachment hereto, or an IO issued hereunder, in whole or in part, any provision which by its nature extends beyond such termination or expiration will survive according to its terms.
    3. 15.3 Force Majeure
      1. (a) Neither Party shall hold the other Party liable for any delay or failure to comply with any of the terms of this Agreement, other than payment obligations, to the extent such delay or failure to comply has been caused by an act of God, pandemic, force of nature, fire or other casualty, war-like activity, terrorism, insurrection or civil commotion, expropriations, quarantines, embargoes or other governmental acts or orders whether enacted or pending, utility failure, shortage of raw materials or supplies, or other similar act or event beyond the other Party’s reasonable control (each a “Force Majeure Event”).
      2. (b) In the event of the occurrence of a Force Majeure Event, the non-performing Party shall promptly notify the other Party upon the occurrence of the Force Majeure Event and describe in reasonable detail the circumstances causing the Force Majeure Event, its potential duration, and the effect of the Force Majeure Event on its ability to perform its obligations under the Agreement. The non-performing Party shall immediately use commercially reasonable efforts to:
        1. (i) remove the cause of the Party’s inability to perform its obligations; and
        2. (ii) recommence performance whenever and to the extent possible without delay.
        If the Force Majeure Event continues for more than fifteen (15) calendar days and the non-performing Party is unable to perform is obligations in accordance with this Agreement, then the Parties will meet to determine the impact of the Force Majeure Event upon prices and payment terms for the Services and Deliverables hereunder.
    4. 15.4 Relationship of the Parties. The Parties hereto are independent contractors and this Agreement does not constitute and shall not be construed as constituting a partnership, joint venture, principal/agency relationship, master/servant relationship, or employer/employee relationship between the Parties, nor any of their personnel, agents, representatives or subcontractors, and or shall be construed as an employee, agent, servant, representative, partner or joint venturer of the other or has any authority to assume or create any obligation or liability of any kind on behalf of the other. Both Parties shall at all times remain as independent entities and are not and shall not represent themselves, their personnel, agents, representatives or subcontractors to be agents or employees of the other unless a specific written authorization to do so has been provided in advance. Neither Party shall have the authority to enter into, incur, make, change, enlarge or modify any contract, liability or agreement, obligation, representation, guarantee, warranty or commitment of any kind on behalf of the other, unless a specific written authorization to do so has been provided in advance.
    5. 15.5 Compliance with Laws. Client agrees that the Services provided under this Agreement shall comply with all applicable laws and regulations. Client and its subcontractors do and shall comply with all applicable legal requirements relating to anti-bribery, anti-corruption, anti-money-laundering and against facilitating or supporting persons who conspire to commit crimes or acts of terror against any person or government, including but not limited to, as applicable, the Foreign Corrupt Practices Act 1977, U.S. anti-boycott laws, Canadian Corruption of Foreign Public Officials Act, the Regulations to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act, the UK Bribery Act 2010, as may be amended from time to time. Client agrees that it will notify Loblaw in writing immediately of the occurrence of any event which renders the foregoing representations and warranties of this paragraph incorrect and cooperate regarding investigations by Loblaw into any matters related to bribery, money laundering and corruption in connection with this Agreement.
    6. 15.6 Entire Agreement. This Agreement, or other attachments, if any, including documents incorporated by reference therein, constitute the entire agreement between the Parties. Use of pre-printed forms, including, but not limited to email, purchase orders, shrink wrap or click wrap agreements, acknowledgements or invoices, is for convenience only and all pre-printed terms and conditions stated thereon, except as specifically set forth in this Agreement, are void and of no effect.
    7. 15.7 Waiver. No waiver of any term or condition is valid unless in writing and signed by an authorized representative of both Parties, and will be limited to the specific situation for which it is given. No waiver shall be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach, non-observance or by anything done or omitted to be done by another Party. The waiver by a Party of any default, breach or non-compliance under this Agreement shall not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-compliance (whether of the same or any other nature).
    8. 15.8 Amendments. No amendment or modification to this Agreement will be valid unless set forth in writing and signed by authorized representatives of both Parties. Any such agreement shall expressly state that it is intended to amend or supplement, as the case may be, this Agreement.
    9. 15.9 Assignment. This Agreement may not be assigned by Client in whole or in part, even by operation of law, in a merger or stock or asset sale, without the express written permission of Loblaw. Any attempt to do so will be null and void.
    10. 15.10 Notice. We may give general business notices to Client by email to the address the Client provided. Client will ensure that its contact information is current and correct, and promptly notify Loblaw in writing of any changes. Loblaw will send all legal notices to Client regarding indemnification, Confidential Information, and/or breach of the Agreement (“Legal Notices”) via email to Client’s address on file, or by recognized overnight courier, certified mail, return receipt requested, to the physical address set out on the applicable IO. Client will send all Legal Notices to Loblaw to: legalnotice@loblaw.ca.
    11. 15.11 Severability. Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction and appropriate amendments shall be made to this Agreement to put the Party who is disadvantaged by such invalidity or unenforceability in the same financial position as if no provision hereof were invalid or unenforceable. The Parties agree to immediately negotiate in good faith a replacement for any such provision.
    12. 15.12 Remedies. Except as may be otherwise provided in this Agreement, the rights or remedies of the Parties hereunder are not exclusive, and either Party is entitled alternatively or cumulatively, subject to the other provisions of this Agreement, to damages for breach, to apply for an order from an appropriate court requiring specific performance, or to any other remedy available at law or in equity.
    13. 15.13 Governing Law. This Agreement shall be exclusively governed by and construed in accordance with the laws of the Province of Ontario, without regard to its conflict of law’s provisions, and the federal laws of Canada applicable therein. Except with respect to the enforcement of a judgment or a motion for injunctive relief, each Party hereby:
      1. (a) irrevocably attorns to the non-exclusive jurisdiction of the courts of Ontario and of the Federal Court of Canada, sitting in Toronto for the purpose of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by either Party or its successors or assigns;
      2. (b) waives, and agrees not to assert, by way of motion, as a defence or otherwise, in any such suit, action or proceeding, to the fullest extent permitted by applicable law, that the suit, action or proceeding is brought in an inconvenient forum, that the venue or the suit, action or proceeding is improper, or that this Agreement, or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts;
      3. (c) waives the right to trial by jury of any such suit, action or proceeding; and
      4. (d) waives any right, claim, or entitlement to any punitive or exemplary damages whatsoever, except as otherwise provided in this Agreement.
      The application of the United Nations Convention on Contracts for the International Sale of Goods and any local implementing legislation related thereto is hereby expressly excluded.
    14. 15.14 Priority of Documents. In the event of any inconsistency between any provision, the inconsistency will be resolved by reference to the following descending order of priority:
      1. (a) amendments to this Agreement;
      2. (b) the main terms and conditions of this Agreement;
      3. (c) the Appendices; and
      4. (d) the applicable IO,
      provided, however, that the terms and conditions of the applicable IO will prevail over the main terms and conditions of this Agreement only to the extent the applicable IO expressly refers to the provisions in the main terms and conditions of this Agreement over which it prevails, or where the main terms and conditions of this Agreement otherwise permit such a variation.

Appendix A
Display Advertising

  1. If a Client purchases digital Ads (including video, display and native Ads), the following terms also apply.
  2. 1. POLICIES AND SPECIFICATIONS

    1. Client’s Ads must comply with the then-current Loblaw Policies, which Loblaw may change from time to time.
  3. 2. DEFINITIONS

    1. 2.1Non-Guaranteed” are Ads that are displayed on a space-available basis and are not guaranteed to appear. Client pays only for Non-Guaranteed Ads that are delivered, and Loblaw has no duty or obligation, express or implied, to publish, host, stream or otherwise deliver any Ads. Non-Guaranteed Ads include native, run-of-network Ads, and dynamically priced or optimized Ads.
    2. 2.2 Loblaw will bill Client for Ads with a pricing type of “dCPM” (dynamic CPM) or “oCPM” (optimized CPM) based on the actual number of impressions delivered. When Client uses a Loblaw pre-approved third-party ad server that cannot account for dynamic pricing, Loblaw will report total cost to Client so Client can determine its effective CPM.
    3. 2.3Guaranteed Ads” are Ads Client reserves to run on specific sites or platforms at specific times.
  4. 3. DELIVERY

    1. 3.1 Loblaw will use commercially reasonable efforts to deliver impressions in the amounts and locations as specified in an IO.
    2. 3.2 At Client’s direction, Loblaw may optimize Client’s campaign by modifying the line items of an IO. Loblaw must approve in advance in writing the serving of Ads by anyone other than Loblaw.
    3. 3.3 For Ads in an IO that specify frequency caps, Loblaw will use commercially reasonable efforts to comply with such frequency caps, provided that Client agrees that Loblaw is not liable if Client’s Ads are viewed in excess of the frequency cap.
    4. 3.4 For dynamically priced campaigns, Loblaw may adjust the location of, and price for, Client’s Ads in an effort to meet Client’s target goals (e.g., cost per click “CPC” or cost per action “CPA”).
    5. 3.5 For Guaranteed Ads, if Client’s information, including any updates, is not given to Loblaw three (3) calendar days prior to its anticipated distribution or does not conform to Loblaw’s policies and specifications, Loblaw is not required to fulfill the Guaranteed Ads portion of the IO, and Client is responsible for the media purchased pursuant to the IO.
  5. 4. MAKE GOODS

    1. 4.1 For Guaranteed Ads, if Loblaw fails to deliver, by the end of the period specified in the IO, the aggregate number and type of impressions as agreed in the IO, or the impressions fail to appear as provided in the IO, then Client will only be billed for the impressions actually delivered under the terms of the IO, and Client’s sole and exclusive remedy is limited to the following, at Loblaw’s sole discretion:
      1. (a) a pro rata refund of any pre-paid fees;
      2. (b) delivery of the remaining impressions at a later time in a comparable position as determined by Loblaw; and/or
      3. (c) an extension of the term of the IO to allow for delivery of the remaining impressions, in each case at prevailing rates.
    2. 4.2 Make goods are not available for Non-Guaranteed Ads or “Added Value” IO items.
  6. 5. BONUS IMPRESSIONS

    1. 5.1 Where Client uses a Third Party Ad Server, Loblaw will not bonus more than 10% above the Deliverables specified on the IO without Client’s prior written consent. Permanent or exclusive placements will run for the specified period of time regardless of over-delivery, unless the IO establishes an impression cap for Third Party Ad Server activity. Client will not be charged by Loblaw for any additional Deliverables above any level guaranteed or capped on the IO. If a Third Party Ad Server is being used and Client notifies Loblaw that the guaranteed or capped levels stated on the IO have been reached, Loblaw will use commercially reasonable efforts to suspend delivery and, within forty-eight (48) hours of receiving such notice, Loblaw may either:
      1. (a) serve any additional Ads itself; or
      2. (b) be held responsible for all applicable incremental Ad serving charges incurred by Client but only:
        1. (i) after such notice has been provided; and
        2. (ii) to the extent such charges are associated with over delivery by more than 10% above such guaranteed or capped levels.
    2. 5.2 Where Client does not use a Third Party Ad Server, Loblaw may bonus as many ad units as Loblaw chooses unless otherwise indicated on the IO. Client will not be charged by Loblaw for any additional Deliverables above any level guaranteed on the IO.
  7. 6. USE OF DATA

    1. 6.1 Definitions
      1. (a) “Aggregated” means a form in which data gathered under an IO is combined with data from numerous campaigns of numerous advertisers and precludes identification, directly or indirectly, of any particular advertiser.
      2. (b) “Campaign Information” means anonymized information about the overall purpose of a campaign, and the tools employed to execute a given campaign, including but not limited to advertising channels, audience categories used, and overall purpose of the campaign.
      3. (c) “IO Details” are details set out in an IO, including ad pricing and placement information, Ad description, and Ad targeting information;
      4. (d) “Performance Data” is data regarding a campaign gathered during delivery of an Ad under an IO (e.g., number of impressions, interactions, and header information), but excludes Site Data;
      5. (e) “Repurposing” means retargeting a user or appending data to a non-public profile regarding a user, for purposes other than performance of an IO; and
      6. (f) “Site Data” is any data that is:
        1. (i) Loblaw’s pre-existing data used by Loblaw under an IO;
        2. (ii) gathered pursuant to an IO during delivery of an Ad that identifies or allows identification of Loblaw, its site, brand, content, context, or users; or
        3. (iii) entered by users on any website of Loblaw or an Affiliate of Loblaw.
    2. 6.2 Unless otherwise authorized by Loblaw in writing, Client will not:
      1. (a) use IO Details, Performance Data, or Site Data for Repurposing; provided, however, that Performance Data may be used for Repurposing so long as it is not joined with any IO Details or Site Data; or
      2. (b) disclose Loblaw’s IO Details or Site Data, except as a Transferring Party (as defined below).
    3. 6.3 Unless Client otherwise authorizes Loblaw in writing, Loblaw will not use or disclose, on a non-Aggregated basis, Client’s IO Details, Performance Data, or a user’s recorded view or click of an Ad for Repurposing or any purpose, other than performing under an IO for client, or internal reporting or internal analysis to make continuous improvements to the Loblaw Platform, including but not limited to feature enhancements.
    4. 6.4 Notwithstanding the foregoing Section 6.3, the Client acknowledges and agrees that Loblaw may use or disclose, on an Aggregated or non-Aggregated basis, anonymized Performance Data and Campaign Information without the Client’s consent. Additionally, Client acknowledges and agrees that Loblaw may feature Client’s past or current Ads, including those containing Client Marks (as defined below), in Loblaw’s media sales marketing materials without the Client’s consent.
    5. 6.5 Unless otherwise set out in the IO, Loblaw and Client (each, a “Transferring Party”) will require any third party or Affiliate used by the Transferring Party in performance of the IO on behalf of such Transferring Party to be bound by confidentiality and non-use obligations at least as restrictive as those on the Transferring Party.
  8. 7. AD TARGETING

    1. Unless otherwise set out on an IO, when geographic targeting is employed, all Loblaw placements are targeted to Canada only.
  9. 8. FLAT FEE BUYS

    1. Line items designated on the IO as flat-fee or fixed-price placements are sold on a cost-per-day basis (or unless otherwise specified by Loblaw in its sole discretion), regardless of the number of impressions or clicks delivered. Notwithstanding anything to the contrary set out on an IO:
      1. (a) any impression levels listed in connection with the flat-fee line are estimates only; and
      2. (b) no make good will be made available for such impression levels.
  10. 9. COST PER COMPLETED VIEW (CPCV)

    1. All Ads set out on a line designated with the CPCV billing metric on the IO will be billed at the rate specified on the IO for each video that runs completely.
  11. 10. PROGRAMMATIC BUYS

    1. 10.1 Where:
      1. (a) the IO includes placements on a Loblaw programmatic buying platform (the “Platform”);
      2. (b) the Platform placements are set out on the IO; and
      3. (c) Loblaw manages the campaign within the Platform on Client’s behalf,
      Loblaw will have the ability to launch and edit campaign(s) during the flight dates, increase or decrease maximum bids for advertising inventory, set flight dates and frequency limitations, pause/start advertising campaigns, configure optimization objectives and pacing, upload media, access reporting, create retargeting and conversion pixels, and choose placements and targeting.
    2. 10.2 Separate terms will be set out on the IO if the campaign is self-service, or if Client is using a separate demand side platform or bidder.
  12. 11.NATIVE AD BUYS

    1. Ads delivered within the natural form and function of the user experience on the Platform (“Native Ads”) are Non-Guaranteed Ads and will be served by Loblaw, and Loblaw measurements will be used for billing purposes. At Client’s direction, Loblaw may optimize Client’s account by modifying campaigns, including changing bid price and budget type.
  13. 12.NATIVE CONTENT

    1. 12.1 The following terms will apply to any lines on the IO that refer to Client’s sponsorship of original custom content created by Loblaw or its Affiliates (“Native Content”),
      1. (a) All Native Content sponsorships and placements on the IO pertaining to the Native Content are non-cancellable after the editorial kick-off meeting that Loblaw schedules with Client.
      2. (b) Client will be identified as the sponsor of each piece of Native Content on Loblaw’s sites whenever a piece of Native Content is displayed.
      3. (c) Loblaw will have creative control over all Native Content. Client shall have the right to approve final Native Content, but approval shall not be unreasonably withheld or delayed. Native Content is subject to additional fees for extra rounds of editorial revisions beyond those stated in the initial timeline provided to advertiser. Total additional fees will be presented to Client before any revisions are made.
      4. (d) Any content, data, trademarks, or other materials provided by Agency or Client (collectively, the “Client Marks”) that are incorporated into the Native Content or otherwise used on Loblaw’s sites in connection with the sponsorship are Client’s information.
      5. (e) Loblaw (and its licensors, as applicable) shall own all right, title, and interest in and to the Native Content, with the exception of any Client Marks. Loblaw hereby grants Client a royalty-free, non-transferable, and non-sublicensable licence during the term of the IO to publicly display and promote the Native Content on Client’s owned and operated websites and/or Client’s branded social media accounts, with attribution to Loblaw any time the Native Content is used and an active link back to the Native Content on Loblaw’s site.
      6. (f) In connection with the Native Content, during the term of the applicable IO, Loblaw grants to Client a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free licence to use the Loblaw trademarks pre-approved in writing by Loblaw (“Loblaw Marks”) and Client grants to Loblaw and its Affiliates a limited, non-exclusive, non-transferable, sublicensable, royalty-free licence to use the Client Marks (together with the Loblaw Marks, the “Marks”); provided that each party (the “Licensee”):
        1. (i) must adhere to brand guidelines, including with respect to trademark marking and notices, provided to Licensee by the other party (“Licensor”), and any and all laws and practices necessary to preserve Licensee’s rights in and to the Marks;
        2. (ii) submit all proposed uses of the Marks to Licensee for prior written approval; and
        3. (iii) refrain from using the Marks in a way that diminishes their value, compromises their validity, harms Licensor’s reputation, or dilutes Licensor’s proprietary rights or interest in the Marks.
        Licensor shall use commercially reasonable efforts to approve proposed materials submitted by Licensee within ten (10) Business Days. If Licensor fails to approve such materials in writing within ten (10) Business Days, Licensor shall be deemed to have rejected the proposed use of the Marks. Once approved, use of Marks within the Native Content cannot be changed unless the Licensor agrees in writing.
      7. (g) Licensee acknowledges and agrees that:
        1. (i) Licensor or its Affiliates, as the case may be, own all right, title and interest in and to the Marks;
        2. (ii) use of the Marks by Licensee will not confer any proprietary right thereto in any manner; and
        3. (iii) all goodwill established by Licensee’s use will ensure to the sole benefit of the respective trademark owner.
  14. 13.EFFECTS OF TERMINATION

    1. Sections 5, and 12.1(e), (f) and (g) of these terms will survive termination or cancellation of the applicable IO.