PUDDDING is a division of Robin Hood Technology Inc. (“RHT”).
“Agency Services” include:
A. Vetting potential purchasers (“Purchasers”) of advertising and marketing services for their needs and budget.
B. Matching Purchasers with marketing and/or advertising agencies (“Agencies”) that have the ability to meet such Purchasers’ advertising and marketing requirements.
C. Introducing a Purchaser to one or more Agencies and facilitating a meeting between the Purchaser and each Agency chosen by the Purchaser.
D. Following up with both the Purchaser and an Agency who wins the business to determine the details of the agreement between the Purchase and the Agency.
E. Other services ancillary to providing the services in A to D, above.
2. Privacy & Security; Disclosure Our privacy policies may be viewed at http://www.robinhoodtech.com/privacy-policy.
3. Agency Account. In order to facilitate the provision of Agency Services, You will be required to create an agency account (an “Agency Account”). You represent that all information You provide in creating Your Agency Account will be materially true, accurate and complete. Additionally you covenant that you will provide us with updated information in a timely manner should information You provide to Us subsequently become materially untrue, inaccurate or incomplete.
You are responsible for all activity occurring under your Agency Account and You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Agency Services, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (iii) not impersonate another person or provide false identity information to gain access to or use the Agency Services.
Notwithstanding that you create an Agency Account, We have no obligation to introduce you to Purchasers.
“Commencement Date” means the date on which we make an introduction between you and a Purchaser who subsequently becomes a Successful Purchaser.
“Net Fees” means all fees earned by the Agency over the Payment Period with respect to a Successful Purchaser net of: (i) HST and other applicable use taxes; and (ii) Print and Media Costs.
“Payment Period” means the period that starts on the Commencement Date and concludes on the last day of the month that is 24 months after the Commencement Date.
“Print and Media Costs” means the unmargined print and media costs purchased by the Agency for or on behalf of a Successful Purchaser.
“Successful Purchaser” means We introduce You to a Purchaser and You enter into an agreement (whether written or oral) with such Purchaser to provide the Purchaser with marketing and/or advertising services.
(b) For the provision of the Agency Services, You agree to pay us 10% of the Net Fees for each Successful Purchaser on the following terms:
- Within 10 day after the conclusion of each month during the Payment Period, You shall provide us with the following information: (A) the Net Fees invoiced to a Successful Purchaser for the previous month; and (B) Net Fees collected from a Successful Purchaser during the previous month. For greater certainty, Print and Media Costs are deductible in the month they are actually invoiced by You to the Successful Purchaser. With respect to invoices rendered during the Payment Period but collected after the Payment Period, You shall provide us with a notice (an “After-Period Notice”) describing the amount of any Net Fees collected after the conclusion of the Payment Period within 15 days after collecting them.
- Within 20 days after the conclusion of each month during the Payment Period, You shall pay us 10% of the Net Fees collected from Successful Purchasers during the previous month. With respect to Net Fees collected after the conclusion of the Payment Period, You shall pay us 10% of the Net Fees collected within 5 days after providing us with an After-Period Notice.
- You agree to keep a valid credit card on file with us. We will charge such credit card for amounts due forthwith after receiving the disclosure required in Section 4(b)(i). For greater certainty, You are still required to pay Us within the 20 day period if your credit card does not work for any reason.
- You agree to bill Successful Purchasers in accordance with your usual billing practices and that You shall not write-off any amounts due from a Successful Purchaser except in accordance with reasonable industry standards and Your usual practices.
(c) Each time We approach You to determine whether You would like to be introduced to a potential Purchaser, We may charge you with an introduction fee if you agree You would like to be introduced (and You are subsequently introduced). The amount of the introduction fee will be described to you before We make the introduction. You agree to pay the introduction fee within 5 days after we make the introduction.
5. Follow Up. You hereby agree that We may follow up with all Successful Purchasers at any time. Additionally, You shall, within 5 days after entering into an agreement during the Payment Period with a Successful Purchaser, provide Us with the following details: (a) the scope of marketing and/or advertising campaign; (b) the budget of marketing and/or advertising campaign; (c) the projected Print and Media Costs; and (d) payment terms.
We do not own Your Agency Data. You have sole responsibility for the input accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Your Agency Data, and We are not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Agency Data. In the event Your Agency Account is terminated for any reason, We will make available to you a file of Your Agency Data within 30 days of termination if You so request at the time of termination. We will not remove or discard Agency Data without first providing written notice to You and giving You a reasonable opportunity to request Your Agency Data.
During your use of the Agency Services, We will archive certain information as well as keep some usage and statistical information. In all cases, We reserve the right to delete archived, usage and statistical data irretrievably once it is older than three (3) months.
8. Third Party Interactions During use of the Agency Services, You may enter into agreements with Purchasers. Any such activity, and any terms, conditions, warranties or representations associated with such activity, are solely between You and such Purchasers. We, and our licensors, have no liability, obligation or responsibility for any such correspondence, purchase or promotion between You and such Purchasers.
For greater certainty, we are not responsible for any Successful Purchaser that does not pay amounts owed to You.
(a) “RHT Parties” means: (i) RHT and our parent organizations, subsidiaries, affiliates; and (ii) each of their respective officers, directors, employees, attorneys and agents;
(b) “Licensor Parties” means: (i) each of our licensors and their parent organizations, subsidiaries and affiliates; and (ii) each of their respective officers, directors, employees, attorneys and agents; and
(c) “Covered Parties” means the RHT Parties and the Licensor Parties.
12. Limitation of Liability IF ANY COVERED PARTY IS FOUND LIABLE TO YOU, YOU AGREE THAT THE RECOVERY BY YOU OF DAMAGES AND COSTS FROM SUCH COVERED PARTY IS HEREBY CAPPED AT A MAXIMUM OF $500.00.
14. Notice. We may give notice to You by means of an email to your email address on record in our account information, or by written communication sent by first class mail or pre-paid post to your address on record in Your account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Us (such notice shall be deemed given when received by Us) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Us at the following address: Robin Hood Technology, 555 Industrial Drive, Milton, Ontario L9T 5E1 addressed to the attention of: Chief Executive Officer.
(a) Except as modified by this Section 17, arbitration will be governed by the provisions of the Arbitrations Act, 1991 (Ontario) (in this Section, the “Arbitrations Act”);
(b) Any party may bring any application permitted under the Arbitrations Act;
(c) The parties to the Dispute shall make reasonable efforts to appoint a mutually acceptable arbitrator within 20 days after the Arbitration Notice is sent by the party requesting the arbitration to the other party (in this Section, the “Arbitrator Choice Period”). If the parties fail to appoint an arbitrator during the Arbitrator Choice Period, any party to the Dispute may apply to a judge of the Ontario Superior Court of Justice at any time after the expiry of the Arbitrator Choice Period to appoint an arbitrator;
(d) The parties to a Dispute shall instruct any arbitrator chosen or appointed that time is of the essence in the arbitration proceeding and request that the arbitrator make his arbitration award within 30 days after the conclusion of the arbitration;
(e) The parties to a Dispute shall instruct the arbitrator to give his arbitration award in writing;
(f) Except as provided this Section 17, the arbitration award is final and binding on the parties to a Dispute and not subject to any appeal;
(g) The parties to a Dispute shall instruct the arbitrator to deal with the question of costs of the arbitration and all related matters. Notwithstanding the foregoing sentence, the parties may deliver settlement offers and cost consequences and the parties shall instruct the arbitrator to deal with such settlement offers in a manner analogous to Rule 49 of the Ontario Rules of Civil Procedure. The costs of arbitration include the arbitrators' fees and expenses, the provision of a reporter and transcripts, reasonable legal fees and reasonable costs of preparation;
(i) Unless both You and We otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding;
(j) The arbitrator has no authority to make errors of law and any award may be appealed to the Ontario Superior Court of Justice for an arbitrator’s error of law;
(n) Notwithstanding anything else contained in this Section 17, We may bring an application for injunctive relief from a court of competent jurisdiction to enforce Your disclosure requirements in Section 5 and Section 6;
18. General Terms.