Clickwrap Agreement for Additional Territory | Canada

DAA & DAAC ADDENDUM TO CERTIFICATION AGREEMENT

IMPORTANT – READ CAREFULLY: THIS ADDENDUM TO THE CERTIFICATION AGREEMENT IS A LEGAL CONTRACT THAT IS MADE A PART OF AN EXISTING CERTIFICATION AGREEMENT.  THE PARTIES TO THIS ADDENDUM ARE YOU (REFERENCED HEREIN AS “YOU” OR THE "USER") AND THE DIGITAL ADVERTISING ALLIANCE ("DAA") AND, FOR THE PURPOSES OF ALLOWING USE OF THE DAAC ICON AND ENFORCING THE CANADIAN PRINCIPLES, THE DIGITAL ADVERTISING ALLIANCE OF CANADA (“DAAC”).  PLEASE FILL IN THE FOLLOWING INFORMATION IN ORDER TO IDENTIFY YOURSELF OR YOUR COMPANY AS A USER FOR THIS ADDENDUM, THE DAA, AND THE DAAC.

THIS ADDENDUM SUPPLEMENTS AND AMENDS THE CERTIFICATION AGREEMENT BETWEEN YOU AND THE DAA (THE “AGREEMENT”) BY SETTING FORTH THE TERMS AND CONDITIONS PURSUANT TO WHICH A USER AGREES TO USE THE DAAC ICON IN CANADA PURSUANT TO THE SELF-REGULATORY PRINCIPLES FOR ONLINE BEHAVIORAL ADVERTISING AS PROMULGATED BY THE DAAC IN CANADA.

SO LONG AS THE NAMED USER HAS PREVIOUSLY AGREED TO A CERTIFICATION WITH THE DAA, THE DAA IS WILLING TO LICENSE TO THE NAMED USER (ABOVE) THE EXPANDED RIGHT TO USE ITS DAAC ICON IN CANADA ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS ADDENDUM.  IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, PLEASE NOTE THAT YOU ALSO AGREE AND REPRESENT THAT YOU HAVE THE FULL LEGAL AUTHORITY TO BIND THE NAMED ENTITY ABOVE AND EXECUTE THIS ADDENDUM ON ITS BEHALF.

ACCORDINGLY, BY SIGNING THIS DOCUMENT BELOW, YOU AGREE TO BE BOUND BY THE TERMS OF THIS ADDENDUM. IF YOU DO NOT AGREE TO THE TERMS OF THIS ADDENDUM OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR THE ENTITY ON BEHALF OF WHICH YOU EXECUTE THIS ADDENDUM, YOU WILL NOT HAVE THE RIGHTS SPECIFIED HEREIN FOR THE DAA ICON.

  1. BACKGROUND.  The DAA has entered into an Alliance & Icon Agreement (the “Alliance Agreement”) with the Digital Advertising Alliance of Canada (“DAAC”), a not-for-profit consortium of Canadian advertising and marketing associations with a mandate of establishing and maintaining a self-regulatory program for online behavioral advertising in Canada.  The DAAC has established Self-Regulatory Principles for Online Behavioral Advertising in Canada (the “Canadian Principles”), and the User acknowledges and agrees its use of the DAAC Icon in Canada is for the purpose of signifying and certifying compliance with the Canadian Principles, and that its use shall be within the scope of the accountability program set out therein
  2. TERM.  The terms and conditions of this Addendum will take effect upon the date of acceptance by the User.  The term and termination rights of the Agreement shall govern and apply to this Addendum.
  3. ADDENDUM TO THE AGREEMENT.
    1. Grant of Rights.      Subject to the terms and conditions of this Addendum and the Agreement, the DAA hereby grants, and User hereby accepts, a limited, revocable, non-transferable, non-sublicensable (except as contemplated in 3.2 below), and non-exclusive grant to use only during the term of the Agreement the DAAC Icon only for the purpose of signifying and certifying User’s compliance with the Canadian Principles.  The DAAC Icon shall be made available to User solely in accordance with those instructions and guidelines found at the DAAC Site or as otherwise provided in writing by the DAAC.  User may only (i) place the DAAC Icon on the web site(s) User owns or has control over and that have been identified and made known by User to the DAAC and DAA in writing, (ii) use the DAAC Icon to make ad level notification, and/or (iii) use the DAAC Icon as otherwise expressly permitted in writing by the DAAC or the DAA.  User further acknowledges that its permitted use of the DAAC Icon shall adhere to the Ad Marker Creative Guidelines referenced in the Agreement or as provided by the DAAC.  Upon termination of the Agreement, the right to use the DAAC Icon granted herein will immediately terminate and User shall immediately cease all use of the DAAC Icon, remove the DAAC Icon from all materials (electronic or printed), and otherwise destroy or delete all materials displaying, incorporating or depicting the DAAC Icon.  The “DAAC Icon” (as such term is used in this Addendum) shall mean the certification mark (a) used by the DAAC and Users in Canada that is either the same representation of or is otherwise based on the DAA Icon (the “DAAC Icon”) as identified by the DAAC on its web site www.youradchoices.ca, as may be amended and updated by the DAAC from time to time, along with accompanying text (e.g., “Ad Choices”, “Why did I get this ad?”, “Interest Based Ads”) and (b)  that is presented in accordance with the DAAC’s Ad Marker Creative Guidelines (as may be modified by the DAAC, or its authorized designee(s) from time to time).
    2. Authorized Use.  The User may itself use the DAAC Icon and (subject to the same license granted by the DAA, usage restrictions, and other terms and conditions in this Addendum pertaining to the ownership, right to use, and use of, the DAAC Icon) sublicense the use of the DAAC Icon to its subsidiaries or affiliates that are identified, from time to time, by User in writing to the DAAC (with a copy to the DAA), each of which must be qualified to conduct business in Canada (such subsidiaries or affiliates, collectively, “Canadian Affiliates”), and their respective employees, agents, and contractors working on behalf of the User or its Canadian Affiliates. In compliance with this Addendum and the Agreement, User may use, manage and monitor its use of the DAAC Icon solely for User or its Canadian Affiliates’ benefit in Canada.  The Addendum provides a license and not a sale.  Except as otherwise expressly provided herein or by the Agreement, User may not sub-license or otherwise permit a third party to use the DAAC Icon for any other purpose or in any other manner without the DAA’s and DAAC’s express, prior, written approval.  User shall not have the right or power, express or implied, to bind the DAA or the DAAC, as applicable, and any right not expressly granted under this Addendum and the Agreement in and to the DAAC Icon is hereby reserved by the DAAC.  User acknowledges that it is and shall remain responsible for its Canadian Affiliates, and respectively, its and its Canadian Affiliates’ employees, agents and contractors at all times during the term of the Agreement and this Addendum and thereafter in connection with or arising out of their acts or omissions in respect of the Agreement and this Addendum and the Principles in the United States and the Canadian Principles.
    3. Restricted Conduct.  Except as expressly permitted in this Addendum and the Agreement, User may not use the DAAC Icon for any other purpose or in any other manner.  In particular, User may not modify, tamper, skew, alter, create derivative work(s) of, reproduce, publish, license, sell, exploit, rent, lease, grant a security interest in, transfer any right(s) in, use on behalf of any other entity or person, or otherwise use in any manner not expressly permitted herein the DAAC Icon or any part thereof, including, without limitation, as a domain name, keyword search term, or user account name.  Moreover, nothing herein shall grant any right to the DAAC Icon in the United States.  Further, User shall have no right to apply for or otherwise seek a registration or ownership interest of any kind with respect to the DAAC Icon or any icon, logo or design similar thereto.  All legends, trademarks, trade names, copyright legends, and other identifications appearing on the DAAC Icon may not be removed, altered, or defaced by User.  Exceeding the scope of the license herein shall be a material breach of this Addendum and the Agreement and subject to the termination provisions set forth therein.  Moreover, except for the licensed rights expressly granted in this Addendum and the Agreement, User acknowledges and agrees that User does not acquire any right, title, or interest in or to the DAAC Icon.
    4. DAAC Icon Fee.  In addition to any fee owed for the DAA Icon, User agrees to pay the DAA, on a timely basis, the applicable fees for use of the DAAC Icon.  The annual fee for use of the DAAC Icon is $2,500 per 12-month period, and is subject to adjustment as provided in the Agreement and described below.  User shall otherwise bear its own costs and expenses incurred in connection with its compliance with the terms and conditions set forth herein and the Agreement.  Fees may vary for certification and the right to use the DAAC Icon.  Any and all fees (including, without limitation, annual fees) associated with the DAAC Icon shall be due and payable to the DAA in full and in advance of any use by the User of the DAAC Icon, and such fee shall renew automatically and become due (at the then current rate in effect (including any increase)) on each twelve (12) month anniversary of the effective date of the Agreement, unless notice of termination is properly provided to the DAA in a timely manner.  All payments shall be made in U.S. Dollars.  User hereby represents, warrants and covenants that it (as distinct from its Canadian Affiliates) is and will remain throughout the Agreement and this Addendum a non-resident of Canada for the purposes of the Excise Tax Act (Canada) (the “ETA”), and that it is not registered for goods and services tax/harmonized sales tax under the ETA.
    5. Effect.  With respect to the Agreement, User acknowledges and agrees that the DAA shall continue to be entitled to all disclaimers and limitations of liability provisions under the Agreement and that the indemnification obligations of User shall include and extend to User’s performance (and or failure to perform) under this Addendum as well.  User further acknowledges and agrees that the DAAC shall be entitled to the benefit of all disclaimers and limitations of liability provisions under the Agreement and that the indemnification obligations of User thereunder shall include and extend to the DAAC and its members, including, without limitation, Advertising Standards Canada (“ASC”) ((i) as a member of the DAAC and (ii) in respect of any act or omission of ASC directly or indirectly related to or arising from ASC’s performance of its role and responsibilities in connection with the Accountability Program under the Canadian Principles) and their respective affiliates, employees, agents, directors, officers, attorneys, contractors, successors, and assigns as if the DAAC, its members, and ASC, independent of the DAAC, were each a signatory to the Agreement.  Moreover, except as otherwise expressly provided in this Addendum, the Agreement, including its exhibits or appendices and any terms governing use of the DAAC Icon or the payment obligations owed by User, shall remain in full force and effect throughout its term and all other terms and conditions of the Agreement shall apply against the parties during the term.  If and to the extent any provision in this Addendum is inconsistent with any term or condition in the Agreement, the Agreement shall control.  
  4. MISCELLANEOUS.  This Addendum may be executed in counterparts (including facsimile or scanned copy counterparts), each of which so executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same agreement.  This Addendum and any of its provisions may be changed, modified, waived, amended or supplemented only by a written instrument signed by the DAA, DAAC, and User.  This Addendum shall be construed and interpreted in the English language only, and all communications and notices to be made or given pursuant to this Addendum shall be in the English language.  Les parties requièrent expressément que le présent contrat et tous les documents y afférents soient rédigés en langue anglaise.  This Addendum has been made in and will be construed and enforced solely in accordance with the laws of the District of Columbia.    All actions or claims related to or associated with this Addendum will be brought solely in the federal or state courts in District of Columbia, U.S. and all parties to this Addendum expressly agree to be subject to the jurisdiction of such courts.
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