CHAMELEON DIGITAL MEDIA
ADVERTISING TERMS AND CONDITIONS
Version 2.1 – August 11, 2026
ADVERTISING TERMS AND CONDITIONS
Version 2.1 – August 11, 2026
1. These Terms and How They Apply
These Advertising Terms and Conditions (the “Terms”) govern every advertising insertion order (an “IO”) accepted
by Chameleon Digital Media Inc. (“CDM”). By signing an IO that references these Terms, the client, advertiser,
agency, or reseller identified on the IO (the “Client”) agrees to be bound by them. These Terms apply to the first IO
and to all follow-on IOs, renewals, and modifications between the parties. CDM may update these Terms from time
to time, and updates apply to new IOs only. Each version carries a version number and effective date, and prior
versions remain available at the same location. The version in effect on the date an IO is signed governs that IO. A
copy of the applicable version will be provided on request.
2. Order of Precedence
(a) Master Agreements. If CDM and the Client (or the reseller or representative placing the IO) have signed a
separate master, reseller, or representation agreement (a “Master Agreement”), the Master Agreement governs the
relationship and prevails over these Terms to the extent of any conflict; these Terms apply only to matters the
Master Agreement does not address.
(b) The IO. The terms stated on an IO prevail over these Terms for that campaign only, but solely with respect to
commercial terms: services, rates, budgets, flight dates, payment schedule, reporting, cancellation windows, and
items identified as non-cancelable.
(c) Protected sections. An IO may not modify Section 7 (Data Use and Privacy), Section 8 (Ownership), or Section 11
(Warranties; Limitation of Liability) unless both parties sign an express written amendment that references the
section being modified.
3. IOs, Acceptance, Changes and Cancellation
An IO becomes binding when CDM countersigns it or confirms acceptance in writing (email suffices). CDM may
decline any IO, acting reasonably, and will communicate its decision promptly. Modifications to an accepted IO must
be agreed in writing (email suffices); changes requested by the Client in writing and implemented by CDM are
deemed accepted by both parties.
Unless the IO states otherwise, the Client may cancel an accepted IO, in whole or in part, on ten (10) business days’
written notice. The Client remains responsible for (i) all services delivered up to the effective cancellation date and
(ii) any non-cancelable media, data, or third-party commitments identified in the IO.
4. Delivery and Performance
CDM will perform accepted IOs using commercially reasonable efforts consistent with generally accepted industry
practices, and will provide standard campaign reporting unless the IO states otherwise. CDM does not guarantee
specific placements or positioning, delivery pacing, or performance outcomes (including clicks, conversions,
visitation, or return on spend). Delivery may be affected by factors outside CDM’s control, including creative assets,
tracking implementation, third-party platforms, inventory availability, bid dynamics, data-signal variability,
regulatory constraints, and Client delays. CDM will notify the Client promptly of material delivery issues and, unless
the IO prohibits it, may extend a campaign’s flight as needed to complete delivery.
If CDM fails to perform a material obligation under an IO, the parties will negotiate rectification in good faith,
prioritizing make-goods and flight extensions. Refunds are a last resort and are capped at the fees paid to CDM for
the affected placement(s).
Measurement and billing. CDM’s campaign reporting is the basis for billing. If the Client’s own ad server or third-party
measurement provider records different delivery, the Client must notify CDM of the discrepancy within ten (10)
business days of the invoice date. Discrepancies of ten percent (10%) or less do not give rise to a billing
adjustment and CDM’s figures govern. Where a discrepancy exceeds ten percent (10%), the parties will investigate
in good faith and CDM will make a reasonable adjustment to the extent the discrepancy is verified. An IO may
specify a different measurement source or discrepancy allowance for that campaign.
measurement provider records different delivery, the Client must notify CDM of the discrepancy within ten (10)
business days of the invoice date. Discrepancies of ten percent (10%) or less do not give rise to a billing
adjustment and CDM’s figures govern. Where a discrepancy exceeds ten percent (10%), the parties will investigate
in good faith and CDM will make a reasonable adjustment to the extent the discrepancy is verified. An IO may
specify a different measurement source or discrepancy allowance for that campaign.
5. Creative and Content
The Client will provide complete, correctly formatted creative assets, active URLs, location addresses (where
required for setup), and approvals by the deadlines in the IO; late or non-conforming assets may delay launch. CDM
will launch campaigns within five (5) business days of receiving complete, correct assets and required approvals;
earlier launches may incur rush fees stated in the IO.
The Client represents and warrants that (i) it has all rights necessary to permit CDM’s use of the materials it
supplies; (ii) all advertising content is lawful, truthful, substantiated, and not defamatory, misleading, or infringing;
(iii) each campaign landing page links to a privacy policy that complies with applicable law; and (iv) no campaign
targets children under thirteen (13). CDM may decline or remove any advertisement it reasonably considers
unlawful, contrary to publisher or platform policies, or harmful to CDM’s reputation; in that case CDM will refund
any prepaid amounts for the unrun portion, which is the Client’s sole remedy.
The Client will provide complete, correctly formatted creative assets, active URLs, location addresses (where
required for setup), and approvals by the deadlines in the IO; late or non-conforming assets may delay launch. CDM
will launch campaigns within five (5) business days of receiving complete, correct assets and required approvals;
earlier launches may incur rush fees stated in the IO.
The Client represents and warrants that (i) it has all rights necessary to permit CDM’s use of the materials it
supplies; (ii) all advertising content is lawful, truthful, substantiated, and not defamatory, misleading, or infringing;
(iii) each campaign landing page links to a privacy policy that complies with applicable law; and (iv) no campaign
targets children under thirteen (13). CDM may decline or remove any advertisement it reasonably considers
unlawful, contrary to publisher or platform policies, or harmful to CDM’s reputation; in that case CDM will refund
any prepaid amounts for the unrun portion, which is the Client’s sole remedy.
6. Payment
Payment terms are stated on the IO, which governs all payment matters for that campaign, including fees, currency,
payment schedule, any early-payment discounts or late-payment surcharges, processing fees, and any deposit or
prepayment requirements. If, and only to the extent, the IO is silent: invoices are payable net thirty (30) days from
the invoice date; overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if
lower), plus reasonable collection costs; and CDM may suspend campaigns and decline new IOs while any amount is
more than fifteen (15) days overdue. All amounts are exclusive of applicable taxes, which are the Client’s
responsibility (other than taxes on CDM’s income).
If an agency executes an IO on behalf of an advertiser, the agency represents that it has authority to bind the
advertiser, and the agency and advertiser are jointly and severally liable for all payments and obligations under the
IO. Payment to CDM is not contingent on the Client’s collection from its own customers or clients.
Payment terms are stated on the IO, which governs all payment matters for that campaign, including fees, currency,
payment schedule, any early-payment discounts or late-payment surcharges, processing fees, and any deposit or
prepayment requirements. If, and only to the extent, the IO is silent: invoices are payable net thirty (30) days from
the invoice date; overdue amounts accrue interest at 1.5% per month (or the maximum rate permitted by law, if
lower), plus reasonable collection costs; and CDM may suspend campaigns and decline new IOs while any amount is
more than fifteen (15) days overdue. All amounts are exclusive of applicable taxes, which are the Client’s
responsibility (other than taxes on CDM’s income).
If an agency executes an IO on behalf of an advertiser, the agency represents that it has authority to bind the
advertiser, and the agency and advertiser are jointly and severally liable for all payments and obligations under the
IO. Payment to CDM is not contingent on the Client’s collection from its own customers or clients.
7. Data Use and Privacy
CDM’s services may incorporate location-derived and audience data licensed from third-party data providers (“CDM
Data”). The following restrictions apply to the Client. The Client will not, and will ensure that no person acting on its
behalf or receiving outputs through it will:
(a) request, receive, resell, sublicense, or export CDM Data in raw, device-level, or identifier-based form (including
latitude/longitude coordinates, timestamps, or persistent or hashed identifiers) — insights are provided only in
aggregated, anonymized form, and must be combined with other data such that CDM Data is not the primary or
standalone component of any output;
(b) use the services or CDM Data to target, identify, track, or profile individuals at or from sensitive locations
(including medical or healthcare facilities, religious organizations, correctional facilities, labour-union offices,
facilities serving children or minors, organizations providing services based on racial or ethnic origin, locations
providing shelter or social services to homeless persons, survivors of domestic violence, refugees or immigrants,
LGBTQ+-focused service locations, locations of political or social demonstrations, or private residences), to re-
identify any individual, or to determine an individual’s identity or home location;
CDM’s services may incorporate location-derived and audience data licensed from third-party data providers (“CDM
Data”). The following restrictions apply to the Client. The Client will not, and will ensure that no person acting on its
behalf or receiving outputs through it will:
(a) request, receive, resell, sublicense, or export CDM Data in raw, device-level, or identifier-based form (including
latitude/longitude coordinates, timestamps, or persistent or hashed identifiers) — insights are provided only in
aggregated, anonymized form, and must be combined with other data such that CDM Data is not the primary or
standalone component of any output;
(b) use the services or CDM Data to target, identify, track, or profile individuals at or from sensitive locations
(including medical or healthcare facilities, religious organizations, correctional facilities, labour-union offices,
facilities serving children or minors, organizations providing services based on racial or ethnic origin, locations
providing shelter or social services to homeless persons, survivors of domestic violence, refugees or immigrants,
LGBTQ+-focused service locations, locations of political or social demonstrations, or private residences), to re-
identify any individual, or to determine an individual’s identity or home location;
(c) use the services or CDM Data for employment, credit, insurance, housing, or healthcare-eligibility decisions;
surveillance; marketing or sale to law enforcement agencies; or any unlawful purpose, or any purpose that violates
applicable privacy law or applicable self-regulatory principles;
(d) use CDM Data or location-derived outputs outside Canada and the United States, unless CDM confirms broader
rights in writing;
(e) merge CDM Data with personal information without the individual’s opt-in consent; or
(f) reverse engineer the services or CDM Data, or attempt to identify or disclose their sources.
Audience segments and other CDM Data are licensed for use solely in the campaign and flight period stated in the
applicable IO. Each party will comply with all applicable privacy laws, including PIPEDA, applicable provincial privacy
laws, and applicable U.S. state privacy laws, and with applicable industry self-regulatory frameworks. CDM may
immediately suspend or pause any campaign it reasonably believes creates a risk of data misuse, privacy non-
compliance, or regulatory exposure.
applicable privacy law or applicable self-regulatory principles;
(d) use CDM Data or location-derived outputs outside Canada and the United States, unless CDM confirms broader
rights in writing;
(e) merge CDM Data with personal information without the individual’s opt-in consent; or
(f) reverse engineer the services or CDM Data, or attempt to identify or disclose their sources.
Audience segments and other CDM Data are licensed for use solely in the campaign and flight period stated in the
applicable IO. Each party will comply with all applicable privacy laws, including PIPEDA, applicable provincial privacy
laws, and applicable U.S. state privacy laws, and with applicable industry self-regulatory frameworks. CDM may
immediately suspend or pause any campaign it reasonably believes creates a risk of data misuse, privacy non-
compliance, or regulatory exposure.
8. Ownership
As between the parties, CDM and its licensors own all right, title, and interest in the services, CDM Data, and CDM’s
technology, platforms, dashboards, methodologies, and reporting formats. The Client owns its own creative
materials and trademarks. Reports and insights delivered under an IO are licensed to the Client for its internal
business use in connection with that campaign and may not be resold or redistributed as standalone products.
9. Confidentiality
Each party will keep the other’s non-public business information confidential, use it only to perform under the IO
and these Terms, and protect it with at least reasonable care, disclosing it only to representatives who need to know
and are bound by comparable obligations. These obligations do not apply to information that is or becomes public
without breach, was lawfully known before disclosure, is received from a third party without breach, or is
independently developed; disclosures required by law are permitted with prompt notice where legally allowed.
Confidentiality obligations survive for three (3) years after the last IO ends, and indefinitely for trade secrets.
10. Publicity
The Client grants CDM, its parent company Wildwood Park Media Corp, and their affiliated brands a non-exclusive,
royalty-free right to identify the Client by name and logo in client lists, marketing and sales materials, and case
studies, unless the Client opts out on the IO or by written notice. Any other public statement or press release
naming a party requires that party’s prior written consent.
11. Warranties; Limitation of Liability
EXCEPT AS EXPRESSLY STATED IN THESE TERMS OR AN IO, THE SERVICES ARE PROVIDED “AS IS” AND CDM
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Neither party is liable for indirect, incidental, consequential, special, punitive, or exemplary damages, including lost
profits, revenue, goodwill, or data. Each party’s aggregate liability arising out of or related to an IO and these Terms
will not exceed the amounts paid and payable by the Client to CDM under the applicable IO(s) in the twelve (12)
months preceding the event giving rise to the claim. This cap does not apply to (i) the Client’s breach of Section 7,
(ii) either party’s breach of Section 9, (iii) fraud or wilful misconduct, or (iv) the Client’s unpaid fees.
12. Indemnification
Each party will defend, indemnify, and hold harmless the other from third-party claims to the extent arising from its
material breach of these Terms or an IO, its negligence, wilful misconduct, or fraud, or its violation of applicable law.
In addition, the Client will indemnify CDM against third-party claims, regulatory actions, fines, and penalties arising
from (i) the content or subject matter of any advertisement or materials the Client supplies, or (ii) the Client’s (or its
customers’) breach of Section 7 or misuse of CDM Data.
customers’) breach of Section 7 or misuse of CDM Data.
13. Suspension; Termination; Survival
In addition to its suspension rights in Sections 6 and 7, either party may terminate an IO for a material breach that
remains uncured fifteen (15) business days after written notice, or immediately if the other party becomes
insolvent. CDM may terminate an IO immediately on written notice for the Client’s breach of Section 7. Amounts
owing for services delivered before termination remain payable. Sections 6 through 12 and this Section survive
termination or completion of any IO.
14. General
The parties are independent contractors; nothing in these Terms creates an agency, joint venture, partnership, or
exclusive relationship. Neither party is liable for delay or failure caused by events beyond its reasonable control,
provided it uses commercially reasonable efforts to mitigate; force majeure does not excuse payment obligations or
Section 7. The Client may not assign an IO or these Terms without CDM’s prior written consent; CDM may assign to
an affiliate or in connection with a merger, sale of assets, or corporate reorganization. The IO, these Terms, and any
Master Agreement together form the entire agreement for the campaign, subject to the order of precedence in
Section 2. Amendments must be in writing and signed (or expressly acknowledged by email) by both parties; a
waiver on one occasion is not a waiver on any other; if any provision is held invalid, the remainder continues in
force. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable
therein, and the courts of Ontario have exclusive jurisdiction. IOs and amendments may be executed in counterparts
and by electronic signature. Notices must be in writing and are effective when delivered personally, by courier, or by
email to the contacts on the IO.
Chameleon Digital Media Inc. • 80 Atlantic Ave, Suite 425, Toronto, ON M6K 1X9 • Questions: ap@chameleondigitalmedia.com