Advertising Terms & Conditions


Last updated: April 2022


SUMMARY OF POINTS

Narcity Media Inc. (“Narcity” or the “Publisher”) will only publish material on its website and social media channels that is conceptualized and produced by Narcity.

 

Where applicable, Narcity’s advertising services include Social Delivery (as defined hereunder), display and video impressions on owned and operated sites, mid-Campaign and post-Campaign reporting, and a creative editor assigned to the Campaign. Narcity does not guarantee response KPIs, including app downloads, competition entries, store visits, participation, or purchases.

 

Any review or comments on the Sponsored Content shall be communicated to Narcity within two (2) days of proof of receipt, under penalty of a deemed acceptance by the Client. Any review or comments sent to Narcity two (2) days after reception of proof will directly affect the “go live” date, rendering the date in the Insertion Order to no longer be valid.

 

Narcity will only use the Client’s logos and Brand Partner Materials for this Campaign, as defined hereunder.

 

1. ACCEPTANCE OF THESE TERMS AND CONDITIONS AND DEFINITIONS

  1. Narcity delivers Sponsored Content and performs services on the terms and conditions set out below (the “Terms and Conditions”), which may be updated from time to time. The date of the last update shall appear on the upper left corner of these Terms and Conditions. By signing any Insertion Order (as defined below) with Narcity, the Client (as defined below), accepts and agrees to be bound by the Terms and Conditions displayed at the time of the signature.

  2. Definitions:

    Brand Partner. The entity whose name and logos will appear in connection with the Campaign and/or as set out in the Insertion Order documentation details;

    Brand Partner Brief. The brief provided by or on behalf of the Brand Partner to Narcity setting out a description of the services required;

    Brand Partner Logos. The designs, logos, trademarks, trade names and other marks of the Brand Partner;

    Brand Partner Materials. Brand partner logos, display advertisements, artwork, brand and product information, materials used in Sponsored Content, brand guidelines, creative materials, product samples and any other information and materials supplied by or on behalf of the Brand Partner to Narcity in relation with the Campaign;

    Brand Partner Topic. A microsite on the Publisher’s Website where users can find all of the content produced for the Campaign, such as the Brand Partner’s name, logo and a brief description of its brand or its Brand Partner Materials;

    Campaign. The Campaign described in the Insertion Order;

    Campaign End Date. Shall have the meaning given to it in the Insertion Order;

    Campaign Name. Shall have the meaning given to it in the Insertion Order;

    Campaign Promotion. The Sponsored Story Unit and Social Delivery used by Narcity to promote the Campaign, as further described in the Insertion Order;

    Campaign Start Date. Shall have the meaning given to it in the Insertion Order;

    Client. The company that signs the Insertion Order (whether that person is a representative for the Brand Partner or the advertising agency or the media buyer for the Brand Partner);

    Confidential Information. All technical, commercial and financial information, product information, trade secrets, know-how and all information relating to the plans, intentions, market opportunities, transactions, affairs and/or business of a Party and/or its or their customers and/or suppliers, the data, and the commercial terms of these Terms and Conditions and the Insertion Order;

    Display Advertisements. Ad creative material or tags provided by the Client for the purpose of running a Campaign on the Publisher’s Website as outlined in the Insertion Order;

    Fees. The sums payable by the Client to Narcity in relation with the services provided, as detailed in an Insertion Order and/or an invoice(s);

    Intellectual Property Rights. Registered and unregistered trademark and service marks, domain names, patents, business names, registered designs and design rights, database rights, copyright and all similar rights anywhere in the world, as well as any software and technology owned by one of the Parties or licensed in its favour and any and all goodwill and know-how associated with the foregoing including, without limitation, any rights that are owned by or otherwise licensed from an image library or other third party and in which Narcity has procured a licence to use the same for inclusion in the Campaign;

    Insertion Order. The document signed by the Parties containing the name of the Client, the Fees and a description of the Campaign, the Sponsored Content and the services to be provided, including the initial Insertion Order and any amendments thereto or pursuant to a new Insertion Order;

    KPIs. KPIs are any key performance indicators agreed upon between the Parties and outlined in the Insertion Order;

    Media Costs. The sums payable by the Client to Narcity in relation to the media elements within Services that Narcity offers, such as Display Advertisements, as detailed within an Insertion Order and/or an invoice line item;

    Party (or Parties). Narcity and the Client and a “Party” shall be construed accordingly as one of the Parties;

    Production Costs. The sums payable by the Client to Narcity in relation to the production elements within Services that Narcity offers, such as creating Sponsored Content elements, as detailed within an Insertion Order and/or an invoice line item;

    Prize. A prize shall mean any form of reward provided by the Client in accordance with a contest facilitated by Narcity for its users, in which the Client is responsible for organizing the delivery and the value of the Prize(s);

    Publisher’s Website. Narcity’s website used for hosting the Sponsored Content;

    Social Delivery. The management of promoting social posts on Facebook, Twitter and any other channels to drive traffic to the Campaign, as further described in the Insertion Order;

    Sponsored Content. Content for the Brand Partner’s brand, products or services produced by Narcity and signed off by the Client, or the Brand Partner (where the Brand Partner is not the Client), including, without limitation, any sponsored social video stories as further described in the Insertion Order;

    Sponsored Story Unit. An advertising unit on the Publisher’s Website directing users to a sponsored story;

    Sponsorship Rights. The rights of the Brand Partner to be associated with the Campaign in accordance with the Interactive Advertising Bureau of Canada (IAB Canada) guidelines, Narcity clearly labels all advertising (including all Sponsored Content) in a manner as to clearly identify the Brand Partner.

 

2. NARCITY’S RIGHTS AND OBLIGATIONS

  1. In consideration of and subject to the payment of the Fees, Narcity:
     
    1. shall undertake to provide the advertising services including the production of the Sponsored Content in accordance with the Terms and Conditions hereof and the Insertion Order;

    2. shall provide Campaign Promotion;

    3. shall use reasonable endeavours to deliver the KPIs;
    4. shall grant the Sponsorship Rights;
    5. shall publish the Sponsored Content subject to Section 3 (Editorial, Discretion and Labelling) and Clause 4.3 (Campaign End Date) when the Client has booked the Sponsored Content;

    6. shall make all reasonable efforts to meet the delivery delay of the impressions, reads or views as detailed in the Insertion Order for Display Advertisements line items and of the delivery of the Sponsored Content agreed upon in the Insertion Order.

    7. With regard to the provisions of this Clause (2.1.6.), if Narcity fails to meet the agreed upon impressions, reads or views, Narcity will provide notice at least twenty-four (24) hours before the Campaign End Date and will either ask for a time extension for the Campaign in order to meet the agreed impressions, reads or views, or will offer to provide a credit to Client as follows:
      1. if the Client has paid upfront and refuses the time extension proposed, Narcity will issue a Campaign credit to the Client to be used at a later date with Narcity and the Publisher’s Website;

      2. if the Client has not yet received the invoice when the notice is received and refuses the time extension proposed, Narcity will issue a new Insertion Order with a new impressions, reads or views goal that Narcity recommends and is agreed upon between the Client and Narcity. It is the responsibility of the Client to sign this new Insertion Order within forty-eight (48) hours of receiving it in order to avoid an invoice being sent and being charged for the full Fees agreed upon in the original Insertion Order, even if the impressions, reads or views have not been delivered;

      3. if the Client has not yet paid the issued invoice when the notice is received and the Client refuses the time extension, Narcity will issue a credit note to be used against the invoice, to offset the number of under-delivered impressions, views or reads as detailed in the Insertion Order, to reflect the numbers delivered at the Campaign End Date.

 

3. CLIENT’S RIGHTS AND OBLIGATIONS

  1. The Client acknowledges that Narcity’s ability to provide the Sponsored Content is dependent upon the full and timely cooperation of the Client (which the Client agrees to provide), as well as the accuracy and completeness of any information and data the Client agreed to provide to Narcity.

  2. To the extent that the Brand Partner Brief and the Insertion Order does not contain sufficient details to enable Narcity to deliver the Sponsored Content (or any part(s) thereof), the Client shall provide Narcity with such additional information as Narcity reasonably requires to enable it to fulfil its obligations under the Insertion Order and the Terms and Conditions.

  3. The Client shall, at its own expense:
     
    1. nominate an appropriate representative, who has all necessary authority from the Client to act on its behalf and to liaise directly with Narcity in connection with the Sponsored Content and otherwise provide all reasonable cooperation required by Narcity for the purpose of the fulfilling a Campaign and;

    2. prepare and supply the necessary Brand Partner Materials to Narcity, in the specified format, by any date specified by Narcity and ensure the same (i) are the property of the Client or that the Client has the legal right to use it, (ii) have not been copied from the work of any other person (individual, corporation, partnership or any other type of entities), (iii) does not infringe any intellectual property rights, (iv) does not represent, promote, or is associated in any way with illegal activities, and (v) is accurate and complete in all material respects at the date they are supplied to Narcity.

  4. The Client represents and warrants that it shall at all times refrain from engaging in any illegal, unfair, deceptive or unethical business practices whatsoever, whether with respect to the Branded Content related to the Campaign, their operations or otherwise.

  5.  The Client shall be responsible for any complaints or investigations into the Sponsored Content and for responding to such complaints or investigations on Narcity’s social media channels.

  6. The Client shall be responsible for providing the Display Advertisements to Narcity in a timely manner, at least forty-eight (48) hours before the Campaign Start Date, as detailed in the Insertion Order.

  7. The Client acknowledges that if the Display Advertisements are not compatible with Narcity’s ad server, or do not respect the Ad Specifications guidelines, or were not provided in the forty-eight (48) hour time limit, Narcity has the right, in its sole discretion, to delay the Campaign Start Date accordingly, as it sees fit.

  8. The Client has the right to request a delay in the Campaign Start Date if it cannot provide the Display Advertisements or the review and comments on the Sponsored Content within forty-eight (48) hours before the Campaign Start Date. In the case of a delay in the Campaign Start Date, the Campaign End Date also needs to be adjusted accordingly, or a special agreement needs to be made, in writing, between Narcity and the Client. This special agreement will be deemed to be part of the Insertion Order. In the case of Client initiated delays, Narcity reserves the right to invoice for services rendered up to that point.

  9. The Client has the right to put the Display Advertisements Campaign on hold, during the Campaign run dates, but the Campaign End Date needs to be adjusted accordingly. In the case of Client initiated delays, Narcity reserves the right to invoice for services rendered up to that point.

  10. The Client has Commercial General Liability policy with coverage of at least $2,000,000. Within this policy, the Client will also:
     
    1. Add Narcity as an Additional Insured

    2. Have a Waiver of Subrogation in Narcity’s favour

    3. Have the Client’s coverage be Primary and Non-Contributory

    4. Have a Cross Liability and Severability of Interests Clause

4. EDITORIAL DISCRETION AND LABELLING


  1. Notwithstanding any other provisions of the Terms and Conditions, the Client acknowledges that the Sponsored Content is at the sole discretion of Narcity who will not publish any content on the Publisher’s Website or any channels for Social Delivery that is not an original content conceptualized and produced by Narcity.

  2. The Client has the right to request two (2) amendments to the Sponsored Content as long as these are received in writing by Narcity within forty-eight (48) hours before the Campaign Start Date.

  3. The agreed Campaign End Date is subject to change at Narcity’s discretion if the Client fails to provide approval, amendments or feedback or to respond or to make contact with Narcity within forty-eight (48) hours of receiving the Sponsored Content or the Campaign Start Date.

  4. Narcity shall not publish any Sponsored Content before receiving written approval from the Client. Narcity shall make reasonable changes to the Sponsored Content requested by the Client, provided that:
     
    1. Narcity shall not be obliged to make changes where such changes would conflict with the Publisher’s Website’s brand guidelines, expose Narcity to legal liability or breach its internal standards; and

    2. Narcity shall not be obliged to provide more than two (2) rounds of amendments to the Sponsored Content after which, the Client shall pay additional Fees related to the new amendments

  5. Narcity shall label the Sponsored Content on its own properties or sites as deemed appropriate by Narcity.

  6. Narcity shall be entitled to, without any responsibility to the Client, reject, remove, cancel, move the position of or require amendments to any Brand Partner Materials that it considers unsuitable or contrary to the provisions of its internal standards, policies, guidelines or the Terms and Conditions hereof.

  7. Narcity shall not guarantee engagement with or consumption of any content not created by Narcity or published on the Publisher’s Website or its channels for Social Delivery.

  8. Narcity shall tag the Brand Partner in Social Delivery campaigns, in accordance with the social media channel’s Brand Partner guidelines and advertising policies, as applicable.

  9. Narcity shall not permit external access to any channels for Social Delivery under any circumstances.



5. FEES

  1. Narcity shall invoice the Client for the total Fees immediately after an Insertion Order is signed by the Client for all Production Costs. Narcity shall also invoice the Client for the Fees immediately after the Campaign End Date for all Media Costs, as declared and specified in the Insertion Order. The Client shall pay the Fees and any applicable taxes, according to the payment terms included in the invoice or the Insertion Order.

  2. Should the Client fail to make any payment in full on or before the due date, Narcity may charge the Client interest on the outstanding amount. Such interest shall accrue on a monthly basis at the rate of four per cent (4%) from the due date until the date of payment, which corresponds to forty-eight per cent (48%) per year. Narcity will invoice the Client for the interest owed on the subsequent invoice.

  3. Narcity shall be entitled to suspend all or any element of the Campaign, the Sponsored Content and/or the Campaign Promotion and/or revoke any or all of the Sponsorship Rights during any period in which any invoice remains unpaid in accordance with the Insertion Order, the invoice and/or the Terms and Conditions. The Client will nonetheless remain responsible for all outstanding Fees, including the interest owed.

  4. All sums payable to Narcity under the Insertion Order shall become immediately payable upon termination of the Terms and Conditions.


6. INTELLECTUAL PROPERTY

  1. The Client hereby grants a non-exclusive, non-transferable, royalty-free licence to Narcity to use and promote the Brand Partner Materials in relation to the Campaign, including to use, reproduce, publish and to communicate to the public by Internet the Brand Partner Materials or materials of any media for purposes relating to the Campaign. Where the Client is an agency or media buyer for the Brand Partner, the Client confirms it has all necessary authority from the Brand Partner to grant Narcity the rights set out in this Section.

  2. Narcity shall not knowingly do, cause or permit anything to be done or fail to be done that may endanger the validity of the Brand Partner Logos or the Brand Partner’s title Narcity shall not be in breach of this Section or any of the clauses herein, if any such action or inaction was undertaken on the instruction or recommendation of the Client, its representatives or the Brand Partner.

  3. Other than as permitted under the Terms and Conditions or the Insertion Order or as otherwise agreed with the Client (including where set out in any Brand Partner Brief), Narcity shall not use the Brand Partner Logos together or in combination with any other third party marks, names, logos, words, symbols or devices without the prior written approval of the Client or the Brand Partner.

  4. Other than the Intellectual Property Rights in the Brand Partner Materials and associated goodwill, which shall for the avoidance of doubt remain the property of the Brand Partner, all existing and future Intellectual Property Rights in the Sponsored Content, materials used for the Campaign Promotion and the Campaign Name and any other materials produced by Narcity in relation to the Campaign together with any associated goodwill, shall remain the sole and exclusive property of Narcity, and except as set out in the Terms and Conditions, the Client shall not acquire any right, title or interest in the same.

  5. If specified in the Insertion Order or otherwise agreed in writing in advance with Narcity (such agreement to be given or withheld at Narcity’s sole discretion), the Client may link to or reproduce the Sponsored Content, provided that the Client shall:
     
    1. not make any changes to the Sponsored Content;

    2. only use the Sponsored Content for the purpose described and agreed to with Narcity;

    3. not publish Sponsored Content unless otherwise agreed to in writing with Narcity and only then in accordance with the applicable licence for such Sponsored Content;

    4. promptly comply with any request from Narcity to remove the Sponsored Content or any link for legal reasons;

    5. link to or reproduce the Sponsored Content shall last for the Term (as defined in Section 7) unless otherwise agreed in writing by both Parties;

    6. mention the Publisher’s Website in the form of a link, image or text credit, as agreed to with Narcity and as specified in the Insertion Order.


7. TERM AND TERMINATION

  1. The Terms and Conditions shall come into effect on the date the Insertion Order is signed by the Parties or, if earlier, on the Campaign Start Date. Subject to early termination pursuant to Clauses in Section 6, the Terms and Conditions shall terminate on the Campaign End Date (the “Term”);

  2. Termination is subject to the conditions set out in Section 8 “CONSEQUENCES OF TERMINATION”;

  3. Either Party may terminate the Insertion Order immediately by written notice to the other Party, if the other Party:
     
    1. commits a material breach of any of the provisions of the Terms and Conditions and, if such breach is capable of remedy, fails to remedy the breach within seven (7) days of receiving notice from the terminating Party specifying the breach and requiring the breach to be remedied;

    2. enters into liquidation whether compulsorily or voluntarily (otherwise than for the purposes of a solvent amalgamation or reconstruction);

    3. becomes insolvent;

    4. ceases or threatens to cease to carry on its usual business;

    5. compounds or makes any voluntary arrangement with its creditors;

    6. is the subject of a notice of appointment of an administrator, or a notice of intention to appoint an administrator or liquidator;

    7. is unable to pay its debts as they become due;

    8. has an encumbrancer take possession of, or a receiver or administrative receiver appointed over, all or any part of its assets;

    9. takes or suffers any similar action due to debt; or

    10. if the equivalent of any of the aforementioned events under the law of any jurisdiction occurs in relation to the other Party.

    1. if the Client or the Brand Partner becomes the subject of adverse press coverage or public criticism due to its acts or omissions which in Narcity’s reasonable opinion is inconsistent with its continued association with the Sponsored Content, or which may directly or indirectly have an adverse effect upon the reputation of Narcity or any of its associated entities; and/or

    2. if the Brand Partner undergoes any of the events set out in Section 7.
      Narcity may terminate the Insertion Order by immediate written notice to the Client:

    3. The Client may terminate the Insertion Order via written notice to Narcity up to seventy-two (72) hours before the Campaign End Date. Upon termination, Narcity will issue a new Insertion Order which will reflect the production work completed prior to the termination date, and will reflect all impressions, reads, and/or views that have been delivered prior to the termination date. An invoice will be created and issued reflecting the revised Insertion Order, which is to be paid in totality within thirty (30) days or any other term provided for in the revised Insertion Order, regardless of the circumstances of termination.Termination or expiry of the Insertion Order for any reason shall be without prejudice to any rights or obligations of any Party arising prior to termination or expiry (including without limitation payment of the Fees, including any Fees incurred and not yet invoiced) and to any provision of the Terms and Conditions expressed or intended to survive termination or expiry.

 

8. FORCE MAJEURE

  1. For the purposes of this Clause, a “Force Majeure Event” shall mean any cause preventing either Party from performing any or all of its obligations beyond the reasonable control of the Party so prevented including without limitation fire, flood, war, terrorist activity, accidents, strike, failure of technical facilities or personnel, or death.

  2. Neither Party will be deemed to be in breach of any of its obligations under the Terms and Conditions and the Insertion Order if prevented from carrying them out due to a Force Majeure Event and shall be excused the performance of such obligations, for so long as such circumstances shall continue provided that if such circumstances shall continue for a period in excess of 28 days then either Party may in its discretion terminate:

    1. the applicable part of the Campaign, in which case all obligations under the Terms and Conditions in respect of that part of the Campaign will fall away, or

    2. the Insertion Order, provided that, in either instance, the affected Party gives a written notice to the other Party.
  3. This Section shall not apply to any non-payment by the Client of the Fees.


9. CONSEQUENCES OF TERMINATION

  1. On the termination or expiry of the Insertion Order, for any reason:
     
    1. Narcity shall cease to make use of the Brand Partner Materials;

    2. the Client shall cease to make use of any Sponsored Content; and

    3. each Party shall, at its own expense and within fifteen (15) days, send or otherwise dispose of in accordance with the directions of the other Party, all materials and all information (including, without limitation, Confidential Information) provided by that other Party and/or used in relation to the Insertion Order.

  2. Upon termination, Sections 6, 7, and 8, together with their Clauses of which are necessary for the interpretation or enforcement of the Terms and Conditions, shall continue to have effect after the end of the Term.

  3. Upon termination of the IO, client is required to:
     
    1. Pay or finalize payment of 100% of all Production work started before termination;

    2. Pay 10% of the Media display portion of the IO if termination is 3-10 days before start of the campaign;

    3. Pay 25% of the Media display portion of the IO if termination is 3 or less days before start of the campaign;

    4. Pay 100% of the Media display portion of the IO if it was delivered already.


10. REDUCTION IN SCOPE

  1. In the event that the Campaign cannot take place as set out in the Insertion Order, the Parties may discuss in good faith an alternative activity to sufficiently fulfill similar requirements, objectives, or goals set out by the Insertion Order

 

11. CONFIDENTIALITY

  1. Each Party shall keep confidential all Confidential Information of the other and shall not (and shall procure that its representatives, affiliate entities, employees and/or officers shall not) copy, use or disclose any such information to any third party, other than as may be necessary to comply with the obligations under the Terms and Conditions and only then where such third party is bound by equivalent confidentiality obligations in respect to that Confidential Information.

  2. The confidentiality provision under the Terms and Conditions shall not apply where the Confidential Information;

    1. is required to be disclosed by operation of law;

    2. was in the possession of the other Party prior to any disclosure;

    3. is subsequently acquired from a third party without any obligation of confidentiality;

    4. is or becomes generally available to the public through no act or default of the other Party or is disclosed on a confidential basis for the purposes of obtaining professional advice.

  3. The Client shall procure that the Brand Partner agrees to the provisions of this Section when the Brand Partner is not the Client.

  4. Narcity will prepare any press releases or promotional material relating to the Campaign. Press releases shall be subject to the approval of the Client, and such approval will not be unreasonably withheld, conditioned or delayed.


12. WARRANTIES, INDEMNITY AND LIMITATIONS OF LIABILITY

  1. The Client warrants to Narcity that the Brand Partner Materials and any landing page and/or destination site linked to from the Brand Partner Materials will:

    1. be legal, decent, honest and truthful;

    2. not be contrary to the provisions of any applicable law, regulation or code of practice;

    3. not be libellous or obscene; 

    4. not infringe the rights of any person (including any person’s Intellectual Property Rights);

    5. not be prejudicial to the image or reputation of Narcity or any of its affiliate entities;

    6. be free from viruses, adware, malware, and/or bit torrents; and

    7. not cause an adverse effect on the operation of the Publisher’s Website.


  2. The Client and the Brand Partner shall indemnify and hold harmless Narcity, its affiliates, affiliated entities, group companies, representatives, officers, agents and its employees, from and against all and any losses, liabilities, demands, claims, costs and expenses (including legal costs and disbursements) and damages incurred or suffered by any of them, arising as a result of or in connection with:

    1. any third party claim that Narcity’s use of the Brand Partner Materials infringe any third party rights (including Intellectual Property Rights, moral rights, performers’ rights and rights of privacy) or are defamatory or are in breach of applicable regulations, laws or codes of conduct;

    2. any allegations, investigations or complaints that the Sponsored Content are contrary to the provisions of any applicable law, regulations or codes of practice;

    3. the provision of or failure to provide the Prize, and any information given in relation to the Prize(s); and

    4. any breach by the Client of its obligations under Sections 2,3,4, and/or 5.

  3. Narcity shall not be liable for any interruptions or unavailability of the Brand Partner Topic or any part of it, or for any failure of any provided link to a website or landing page of the Client.

  4. Narcity shall not be liable for any failure or delay to carry out any of its obligations under the Terms and Conditions and/or the Insertion Order to the extent any such failure or delay arises as a result of any breach by the Client or/and the Brand Partner of its obligations hereof.

  5. Nothing in the Terms and Conditions shall limit or exclude either Party’s liability arising from death or injury to persons, for fraud, or any other liability that cannot be limited or excluded by law.
  6. Narcity shall not be liable to the Client and/or the Brand Partner for any of the following types of loss or damage:

    1. special, indirect or consequential loss;

    2. loss of profits;

    3. loss of revenue;

    4. loss of business;

    5. loss of goodwill; and/or

    6. loss or damage arising from loss, damage or corruption of any data.

    7. The aggregate liability of Narcity to the Client under or in connection with the Terms and Conditions, whether arising from contract, negligence or otherwise, shall be limited to the Fees actually paid at the date the liability arose.

13. GENERAL

  1. In the event that any conflict may arise between the Terms and Conditions, the contents of the Insertion Order or any invoice, the documents shall take precedence in the following order: the Insertion Order, these Terms and Conditions and any invoices.

  2. To the maximum extent permitted by applicable law, other than those warranties that are set out in the Terms and Conditions or the Insertion Order, all warranties and representations, whether expressed or implied, are excluded and, in particular, Narcity does not warrant that the Sponsored Content and/or the Sponsorship Rights will meet the Client’s particular requirements, whether or not those requirements have been made known to Narcity.

  3. Subject to the following, neither Party shall assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under the Insertion Order or the Terms and Conditions (or purport to do so) without the other Party’s prior written consent. Narcity may engage subcontractors, suppliers and/or agents to provide the Sponsored Content or any part of them, at any time, without asking for any consent.

  4. A failure or delay by a Party to exercise any right or remedy under the Insertion Order and the Terms and Conditions shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.

  5. The Terms and Conditions and any documents referred to therein represent the entire terms agreed between the Parties in relation to the Campaign and supersede all previous contracts or arrangements (including any usage or custom and any terms arising through any course of dealing) of any kind between the Parties relating to the Campaign.

  6. Each of the provisions contained in the Terms and Conditions shall be construed as independent of every other such provision, so that if any provision of the Terms and Conditions shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of the Terms and Conditions, all of which other provisions shall remain in full force and effect.

  7. Nothing in the Terms and Conditions or the Insertion Order is intended to, or shall be deemed to, constitute a partnership, or joint venture, employer/employee relationship of any kind between the Parties other than as independent contractors.

  8. The Parties do not intend that any third party shall have any right to enforce any of the terms of the Terms and Conditions or the Insertion Order.

  9. The Insertion Order and the Terms and Conditions shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada. The Ontario courts shall have exclusive jurisdiction to determine any disputes, which may arise out of, under, or in connection with the Insertion Order and the Terms and Conditions.
  10. Narcity will ensure reasonable effort to provide a full response to requests for reporting on Sponsored Content within seventy-two (72) hours.

  11. For security reasons, Narcity does not accept third-party tracking scripts from advertisers or media agencies or any third parties.

 

This is the last page of the Terms and Conditions.




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LABELLING GUIDELINES (ANNEX)

Sponsored Editorial

Category: Sponsored Content (Sponsored, Supported, Advertisement)

"Presented by" tagline
Partner logo
Branded/Partner footer + boilerplate

 

YOUTUBE VIDEO

Every branded video or video sponsorship on our YouTube page give have full disclosure of the brand collaboration in the description box of the video

 

FACEBOOK PUBLICATION

Facebook's Branded Content Policies require publishers to tag sponsoring Pages in branded content posts when there's an exchange of value between the creator or publisher and the sponsoring Page, also known as the business partner.
Business Partners must give us the approval to tag their Page by either 1) adding us as a trusted partner or 2) turning their Page Approval off. More details here.


INSTAGRAM PUBLICATION

All sponsored content on Instagram must abide by the Branded Content Policy. The policies require publishers to tag the Business Partner in branded content posts when there's an exchange of value between a creator or publisher and a business partner.

Business Partners must give us the approval to tag their Page by either 1) adding us as a trusted partner or 2) turning their Page Approval off.

 

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Cannabis Advertising Policy

According to Subsection 17(2) of the Cannabis Act of Canada: subject to the regulations, a person that is authorized to produce, sell or distribute cannabis may promote cannabis by means of inform national promotion or brand-preference promotion if the promotion is in a communication that is addressed and sent to an individual who is 18 years of age or older and is identified by name.
Therefore, we require that either the content itself is age-gated, OR the creative does not distinctly advertise cannabis in the following ways:

  • Price
  • Distribution
  • Targeting users under 18
  • Testimonials
  • Glamourising cannabis use
  • Depiction of a person, character or animal whether real or fictional
  • Evoking positive or negative emotions toward a certain way of life
  • Sponsorship
  • Flavours
  • Health or cosmetic benefits
  • Energy value or nutrients
  • Dietary requirements
  • Products related to tobacco and alcohol
  • Anything misleading (i.e. "this product is made 100% in Canada" when it may not be)


False Promotion

Cannabis cannot be promoted in a manner that is false, misleading or deceptive or that is likely to create an erroneous impression about its characteristics, value, quantity, composition, strength, concentration, potency, purity, quality, merit, safety, health effects or health risks. A cannabis accessory cannot be promoted in a manner that is false, misleading or deceptive or that is likely to create an erroneous impression about its design, construction, performance, intended use, characteristics, value, composition, merit, safety, health effects or health risks.

If you have further questions about cannabis advertising, please contact us at partners@narcitymedia.com.