Showcase Marketplace Agency Match Login Sign Up

Agency Terms of Use

PUDDDING is a division of Robin Hood Technology Inc. (“RHT”).

THESE AGENCY TERMS OF USE ARE AN AGREEMENT BETWEEN YOU AND US THAT YOU MUST AGREE TO IN ORDER TO ACCESS OUR AGENCY SERVICES (AS DEFINED BELOW). IF YOU DO NOT AGREE TO THESE AGENCY TERMS OF USE, WE WILL NOT PROVIDE AGENCY SERVICES TO YOU.

IF YOU ARE ENTERING INTO THESE AGENCY TERMS OF USE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE AGENCY TERMS OF USE, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE AGENCY TERMS OF USE, YOU ARE PROHIBITED FROM USING THE AGENCY SERVICES. 

THESE AGENCY TERMS OF USE ARE IN ADDITION TO OUR BASIC TERMS OF USE. BY CREATING AN AGENCY ACCOUNT (AS DEFINED IN HEREIN) YOU ARE HEREBY DEEMED TO ACCEPT THESE AGENCY TERMS OF USE AND THE BASIC TERMS OF USE. THESE AGENCY TERMS OF USE SHALL GOVERN TO THE EXTENT OF ANY CONFLICT BETWEEN THE BASIC TERMS OF USE AND THESE AGENCY TERMS OF USE.

“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.


1. Receipt of Emails. By agreeing to these Agency Terms of Use, You agree to receive emails from time to time about the Agency Services. 

2. Privacy & Security; Disclosure Our privacy policies may be viewed at http://www.robinhoodtech.com/privacy-policy. 

We reserve the right to modify our privacy policy and these Agency Terms of Use in our reasonable discretion from time to time. 

IF THE REVISED PRIVACY POLICY OR AGENCY TERMS OF USE ARE NOT ACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE USING THE AGENCY SERVICES.

Ceasing to use the Agency Services does not relieve you of any obligation to pay amounts owing to Us whether pursuant to these Agency Terms of Use or any other agreement between You and Us.

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.

4. Payment. 

(a) For the purposes of these Agency Terms of Use, the followings terms have the following meanings:

“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.
  • This Section 4(b) survives the termination of these Agency Terms of Use.


(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.

This Section 5 survives the termination of these Agency Terms of Use.

6. Review of Records. No more than twice per year during a Payment Period, You agree that We (or our advisors) can audit Your books and records with respect to a Successful Purchaser. Upon Our request, at Your expense You Shall provide Us with copies of the following for the Successful Purchaser in question: evidence of payments received, Print and Media Costs, amounts written off (and an explanation for why) and such other reasonable information that we may request to verify You have met Your obligations pursuant to these Agency Terms of Use. 

This Section 6 survives the termination of these Agency Terms of Use.

7. Account Information and Data. Any data You provide to Us pursuant to these Agency Terms of Use is herein referred to as “Agency Data”. We will make reasonable endeavors to backup Agency Data every 24 hours. We will not at any time retrieve Your Agency Data if it is accidentally or otherwise delete by You. In the unlikely case where Your Agency Data is lost because of software or hardware malfunction, We will endeavor to restore to the most recent successful backup. We take no responsibility whatsoever whether implied or otherwise for the quality or frequency of data backup. 

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. 

9. Termination. We may terminate these Agency Terms of Use immediately for material breach of these Agency Terms of Use, including: (a) the provision by You to Us of materially untrue, incomplete or inaccurate information; (b) the failure by you to update your information should it subsequently become materially untrue, incomplete or inaccurate; or (c) the failure to pay any amounts owed to Us when due.

We may also terminate these Agency Terms of Use upon 15 days written notice if you have not engaged any Agency Services within the past six months. 

You may terminate these Agency Terms of Use by providing us with 15 days written notice.

For greater certainty, Your Agency Account is hereby terminated at the same time these Agency Terms of Use are terminated. 

Notwithstanding any termination of Your Agency Account or these Agency Terms of Use, you must pay all amounts owing on account of Successful Purchasers for the entire relevant Payment Period. 

10. Indemnification For the purposes of these Agency Terms of Use:

(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. 

You agree to defend, hold harmless and indemnify the Covered Parties from and against any claims, liabilities, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including legal and accounting costs, arising out of or in any way connected with: (i) your access to or use of the Agency Services; (ii) your breach of these Agency Terms of Use: (iii) your violation of any law or the rights of a third party, including any Purchaser We introduce You to; (iv) your use of Agency Services in violation of these Agency Terms of Use. We reserve the right in our discretion to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in connection therewith.

This Section 10 survives the termination of these Agency Terms of Use.

11. Disclaimer of Warranties EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE AGENCY TERMS OF USE, WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE AGENCY SERVICES. ADDITIONALLY, WE DO NOT WARRANT THAT ANY PURCHASER WE INTRODUCE YOU TO WILL ENGAGE YOUR SERVICES OR PAY YOU IN ACCORDANCE WITH ANY AGREEMENT BETWEEN YOU AND SUCH PURCHASER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE AGENCY TERMS OF USE, THE AGENCY SERVICES ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY US. 

This Section 11 survives the termination of these Agency Terms of Use.

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.

YOU AGREE THAT A COVERED PARTY SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THESE TERMS OF USE, EVEN IF THE COVERED PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAD BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

The limitations of liability contained in these Agency Terms of Use reflects the allocation of risk between the parties and You agree they survive the termination of these Agency Terms of Use for any reason. The limitations specified in this Section 12 survive and will apply even if any limited remedy specified in these Agency Terms of Use is found to have failed of its essential purpose. The limitations of liability provided in these Agency Terms of Use inure to the benefit of Us and Our successors and assigns.

13. Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages. You agree that exclusion of warranties and the limitations of liability contained in these Terms of Use will apply to the maximum extent allowed by applicable law.

This Section 13 survives the termination of these Agency Terms of Use. 

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. 

15. Assignment. These Agency Terms of Use may not be assigned by You without the prior written approval of Us. Any purported assignment in violation of this section shall be void. 

16. Applicable Law. These Terms of Use shall be governed by the laws of the Province of Ontario and the laws of Canada applicable therein.

17. Mandatory Arbitration. Except as otherwise provided in this Section 17, no party to these Agency Terms of Use may bring a court action or application against another party to adjudicate any dispute arising out of, under or relating to these Agency Terms of Use (a “Dispute”).

The parties to any Dispute may submit to binding arbitration. Any party to these Agency Terms of Use may commence an arbitration by giving written notice (in this Section, an “Arbitration Notice”) to the other party or parties to the Dispute. Where any party gives an Arbitration Notice, the parties to such Dispute shall submit to arbitration on the following terms:

(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;

(h) The parties to a Dispute shall keep the arbitration confidential and not disclose any element of the arbitration except to the arbitrator, the parties to these Agency Terms of Use, their counsel and any person necessary to the conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or otherwise or as may be required by law;

(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;

(k) The arbitrator's award must be consistent with the limitations of liability contained in these Agency Terms of Use, as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim;

(l) To the extent allowed by applicable law, You agree that You will bring any claim or cause of action arising out of, from or relating to these Agency Terms of Use or your access or use of the Agency Services within one (1) year from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived;

(m) In the event this mandatory arbitration section is held unenforceable, any dispute arising out of, under or relating to these Agency Terms of Use must be brought exclusively in courts of the Province of Ontario;

(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;

(n) This Section 17 survives any termination of these Terms of Use.

18. General Terms. 

(a) If any provision of these Terms of Use are held to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. 

(b) No joint venture, partnership, employment, or agency relationship exists between You and Us as a result of these Agency Terms of Use or use of the RNKED Service. 

(c) The failure of Us to enforce any right or provision in these Agency Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Us in writing. 

(d) These Agency Terms of Use and the Basic Terms of Use comprise the entire agreement between You and Us and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.