IMPORTANT! READ THIS BEFORE USING THE PLATFORM AND SERVICES (AS DEFINED BELOW). THIS GENERAL TERMS OF SERVICE GOVERNS YOUR USE OF THE PLATFORM.‍ IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE THE PLATFORM.

THE MANDATORY ARBITRATION PROVISION IN SECTION 25 GOVERNS THE RESOLUTION OF DISPUTES. PLEASE READ THEM CAREFULLY. IF YOU DO NOT AGREE WITH THE MANDATORY ARBITRATION PROVISION IN THE TERMS, PLEASE DO NOT USE THE PLATFORM.

Thank you for using the Jumbleberry Platform! By signing up for a Platform Account (as defined in Section 1) or by using the Platform (defined herein), you are agreeing to be bound by the terms and conditions of this General Terms of Service (the “Terms”).

These Terms constitute a binding legal agreement (the “Agreement”) between Galactic Propeller Holdings Inc., a Canadian federally incorporated corporation, doing business as Jumbleberry (“Jumbleberry”, “us”, “our”, or “we”) and any person or entity opening an online account with us on the Platform (“User”, “you”, “your”, or “user”)(collectively “Parties” or “parties”). These Terms govern your use of the Platform (defined herein) and other offerings from Jumbleberry and the Platform. This Agreement is effective as of the date User registers for an online account with us on the Platform (the “Effective Date”).

The Jumbleberry Platform (the “Platform”) offers an online venue that enables users (“Users”) to publish, offer, search for, and engage marketing and marketing distribution services as outlined herein. Users who offer marketing and marketing distribution services are “Affiliates” and Users who have products or offerings, and who can use marketing and marketing distribution services are “Advertisers”. Affiliates offer marketing distribution and other related services (collectively, “Affiliate Services,”) and Advertisers have products or offerings to sell and/or marketing content that require distribution (each Advertiser offering, a “Campaign”). Individuals or businesses who land on a Campaign website as a result of Affiliate Services enabled through the Platform, such as but not limited to a customer who purchases an Advertiser product through an Affiliate’s link, are hereinafter referred to as Customer(s).

As the provider of the Platform, Jumbleberry does not own, control, offer or manage any Affiliate Services or Campaigns. Jumbleberry is not a party to the partnerships concluded directly between Affiliates and Advertisers on the Platform. Jumbleberry is not acting as an agent in any capacity for any User, except as specified in our Payment Terms . To learn more about Jumbleberry role see Section 20.

We maintain other terms and policies that supplement these Terms including our Privacy Policy , which describes our collection and use of personal data, our Payment Terms, which govern any payment terms applicable to Users and payment services provided to Users by the Platform payment entities (“Platform Payments”), our Acceptable Use and Advertising Policy, which provides guidance on what types of advertising content are allowed on the Platform and rules and requirements for accessing and using the Platform, and such other policies as we may make available from time to time by posting on the Platform and our website (collectively, the “Policies”).

If you are an Advertiser or Affiliate, you are responsible for understanding and complying with these Terms, our Policies and all laws, rules, regulations, and contracts with third-parties that apply to the Affiliate Services and/or Campaigns.

Table of Contents

• Section I – User Accounts describes the process of registering for and using your Platform Account.
• Section II – Advertiser Terms describes the terms which apply to Users defined as Advertisers.
• Section III – Affiliate Terms describes the terms which apply to Users defined as Affiliates.
• Section IV – Data describes the proper handling, management, and use of data, generated during your use of the Platform.
• Section V – General Terms and the Legal Stuff describes your liability to Jumbleberry for all losses connected with your Platform Account, your agreement to resolve all disputes with Jumbleberry by arbitration and not in a lawsuit, and other legal terms that apply to you and Jumbleberry.

Section I – User Accounts

1Your Platform Account

• To access and use the features of the Platform, you must register with Jumbleberry and create an account (“Platform Account”) as set out below.
• 1.1Registration. Registration is only permitted for legal entities, partnerships and individuals who are (i) 18 years or older, or (ii) at least the age of majority in the jurisdiction where the individual resides and from which individual accesses the Platform. You represent and warrant that you are not a person or entity barred from using the Platform under the laws of Canada or the United States, your place of residence, or any other applicable jurisdiction.
• 1.2Account Organizations and Members. Accounts are registered as Organizations, under which the Organization can manage their profile and add and permit multiple account users (“Account Members”). Organizations are responsible and liable for activities conducted through their accounts by their Account Members and are responsible for keeping their Account Members list up to date and accurate.
• 1.3Account Responsibilities. You must provide accurate, current, and complete information during registration and keep your account information up to date. You may not register more than one account or transfer your account to someone else or another entity. You are responsible for maintaining the confidentiality and security of your account credentials and may not disclose your credentials to any third-party. You are responsible and liable for activities conducted through your account and must immediately notify us if you suspect that your credentials have been lost, stolen, or your account is otherwise compromised.
• 1.4Identity Verification. If and as permitted by applicable law, we may, but have no obligation to (i) ask you to provide identification or other information, (ii) undertake checks designed to help verify your identity or background, and (iii) screen you against third-party databases or other sources and request reports from service providers.
• 1.5Help Center. Any information regarding the use of the Platform and common questions will have most of your answers located in the Platform’s Help Center, including but not limited to information about your Platform Account, Organization and Account User management.

Section II – Advertiser Terms

2Our Mission for Advertisers

• Our mission for Advertisers is to provide an intuitive self-managed portal to make the marketing of your products or offerings simple and effective by enabling access to a multitude of traffic you otherwise might not be able to acquire.

3Managing Your Campaigns

• 3.1Campaign Set-Up. The Platform provides tools that make it easy for you to set up and manage your Campaign(s) and you are in control — set your CPA (as defined below, and also sometimes referred to in these Terms and on the Platform as “Payout”), parameters, and rules for each Campaign. Your Campaign must include complete and accurate information about your product or offering, your CPA, and any rules or requirements that apply to your Campaign. You are responsible for keeping your Campaign information and content up to date and accurate at all times. You may have multiple Campaigns if you have multiple products and/or offerings.
• 3.2“CPA” is the “Cost Per Acquisition” of a Customer that is tracked as a purchaser of an Advertiser User’s product or offering. In the Platform, the CPA will encompass the cost per Customer acquired to the Advertiser’s e-commerce store and shall set the payout amount on the Campaign to the Affiliates who provide Affiliate Services. Advertisers agree to pay for all confirmed purchases of an Advertiser’s product on a CPA basis (“CPA Action”) as a result of Affiliate Services, which shall be defined as an internet user clicking on an Affiliate User’s link, landing on Advertiser’s web site, and completing a purchase or submitting an order on Advertiser’s web site, all of which shall be tracked by Jumbleberry as set out in Section 4 below.
• 3.3Advertiser Invoicing. Jumbleberry shall invoice Advertisers and Advertisers agree to pay Jumbleberry for all confirmed CPA Actions on Campaign(s) delivered as a result of Affiliate Services and for applicable Platform service fees (and applicable taxes), further to and subject to these Terms and our Payment Terms,. Advertising Invoicing shall be based on Jumbleberry and the Platform’s tracking and reporting as set out in Section 4.
• 3.4Campaign Terms. Any terms, policies, or conditions that you want to apply to Affiliates must: (i) be consistent with these Terms, our Policies, and the information provided in your Campaign, and (ii) be prominently disclosed in your Campaign details.
• 3.5Campaign Creatives. Advertisers may provide marketing creatives and copy to be used by Affiliates for distributing Campaigns (“Advertiser Creatives”) and if applicable, rules, restrictions, and guidelines about the use of the Advertiser Creatives. If an Advertiser permits, Affiliates may also use their own marketing creatives and copy (“Affiliate Creatives”) subject to approval as set out in Section 3.6 below. Any Advertiser Creatives or Affiliate Creatives uploaded to and through the Platform are hereinafter collectively referred to as “Campaign Creatives”. Further guidance, rules and restrictions around the licensing and use of Advertiser Creatives and Affiliate Creatives are discussed in Section 17.
• 3.6“Ad Approvals” is the process through which Affiliate Creatives are approved by Advertiser for an Affiliate’s use in distributing an Advertiser Campaign. Affiliates must submit Affiliate Creatives to Advertisers for review through the Platform’s Ad Approvals function, and Advertiser is responsible for reviewing the Affiliate Creatives and approving or rejecting. Further details about the Ad Approvals process can be found in the Platform Help Center.
• 3.7Campaign and Campaign Creatives Responsibilities. You acknowledge and agree that Jumbleberry offers a self-managed platform and Jumbleberry has no obligation or responsibility to monitor Campaign Creatives, whether it is Advertiser Creatives or Affiliate Creatives, for compliance with these Terms, our Policies, or applicable laws or regulations and shall have no liability for any violation of same by Advertisers or Affiliates. Advertiser is solely responsible for managing their Campaigns, Campaign Creatives, and applicable Ad Approvals.

4Tracking and Reporting on Campaigns

• 4.1Tracking & Reporting. Tracking and reporting on CPA Actions and invoicing and payments related to same shall be based on Jumbleberry’s proprietary tracking and attribution system as facilitated through the Platform. Advertisers agree to place Jumbleberry tracking pixels on Advertiser’s Campaign website, which shall be used for tracking CPA Actions and to track and collect other data for Jumbleberry, the Platform, Advertisers and/or Affiliates. Jumbleberry tracking pixels utilize cookies which are stored on a Customer’s browser when they initially visit a Campaign website on which a tracking pixel is placed. More information about Jumbleberry’s tracking pixels, the tracking process and how tracking data is used can be found in the Platform Help Center.
• 4.2Attribution
• a.“Attribution Window” is the number of days between when a Customer viewed or clicked on an ad and subsequently took an action (e.g. completing a purchase). Jumbleberry sets a standard 30-day Attribution Window for any Customer who lands on a Campaign website where a Jumbleberry tracking pixel is placed. This means that if a Customer, who still has the cookie stored on their browser, returns to the Campaign website and purchases from the Advertiser within a 30-day timeframe then Jumbleberry’s tracking pixels will report as a purchase. If a different Attribution Window is required, Advertiser may direct a Platform representative to make this change in the Platform on their behalf to apply to their Campaign(s).
• b.“Attribution Model” is a rule set in place for tracking and reporting purposes to determine which Affiliate is awarded and provided the Payout for a Customer completing a purchase on an Advertiser’s Campaign(s). Jumbleberry uses a last-click attribution model which means credit is awarded to the Affiliate who last brought a Customer to a Campaign and which resulted in a purchase, which is tracked by Jumbleberry as described in this Section 4.
• c.Further information and details about how Attribution is tracked and reported in the Platform can be found in the Platform Help Center.

5Discovering and Approving Affiliate Services on the Platform

• 5.1Finding Prospects. To help you find suitable Affiliates for a Campaign, the Platform generates recommended Affiliates specific to the Campaign based on those that have been high-performing in the vertical and channel that is most important to you and that performed well in similar campaigns. You may also filter through the Platform’s vast catalogue of Affiliates by affiliate type, channels, verticals, and country(ies). Advertisers can then learn more about Affiliates by reviewing Affiliate Profiles and if you have questions, you can message the Affiliate through the Platform messenger tool.
• Affiliates are also able to search through Campaigns that are recommended to them by the Platform using various filters and/or can send messages to the Advertiser with any questions.
• 5.2Advertiser Search Ranking. The ranking of Campaigns in the Platform recommendations and in an Affiliate’s search results depends on a variety of metrics, including these main parameters:
• Performance of a Campaign based on volume in the network determine whether it might appear in the top performing campaigns list showcased
• Affiliate Profile similarity to Campaign characteristics
• Affiliate search filters – ex. verticals, country(ies), CPA amount, etc.
• Platform generated metrics, such as audience and performance metrics, which help ensure a transparent relationship between Advertisers and Affiliates
• 5.3Affiliate Approvals. The process of approving or rejecting specific Affiliates to provide Affiliate Services on your Campaigns and/or modifying their CPA is called Affiliate Approval(s). Advertisers may pre-approve Affiliates to provide Affiliate Services on a Campaign or Affiliates can submit approval requests. Affiliates may be approved on more than one of an Advertiser’s Campaigns, but they must apply for or be approved by Advertiser separately for each Campaign. Advertisers may approve or reject an affiliate at their discretion.
• While a default CPA value may be set by Advertiser campaign wide, the CPA may also be modified individually for each approved Affiliate.
When the Advertiser approves an Affiliate to provide Affiliate Services on a Campaign, a partnership is formed between Advertiser and the Affiliate and Advertiser is agreeing to pay all applicable fees including the CPA and the Platform’s service fees (and applicable taxes) as further set out in our Payment Terms.
• Any other rules, standards, policies, or requirements identified in the Campaign by you form part of your partnership with the Affiliate. Be aware that some Affiliates work with a sub-Affiliate or as part of a team to provide their Affiliate Services.

6Revoking Affiliate Approvals; Campaign Cancellations; and Partnership Modifications.

• 6.1Revoking Affiliate Approvals. Advertisers can revoke Affiliate Approvals for various reasons (ex. violation of terms, poor quality traffic, discretionary, etc.). While you can revoke approvals at any time, Advertisers should inform the Affiliate in advance of the decision to give a reasonable amount of time to pause traffic sources on the Campaign(s). Revoking an Affiliate on a Campaign cannot be reversed.
• 6.2Campaign Cancellations. You may pause or cancel a Campaign at any time but will be required to pay for Affiliate Services provided up to the effective time of the pausing or cancellation subject to these Terms and our Policies. Further, we recommend that you provide a minimum of forty-eight (48) hours notice or as set in the Campaign to the Affiliates providing Affiliate Services on the Campaign.
• 6.3Partnership Modifications. Advertisers and Affiliates are responsible for any partnership modifications they agree to make via the Platform or direct Jumbleberry or a Platform representative to make on their behalf ("Partnership Modifications"), such as modified CPAs, and agree to pay any additional amounts, fees, or taxes associated with any Partnership Modification.

7Advertiser Responsibilities and Assumption of Risk.

• 7.1Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you invite to join or provide access to any Campaign. This means acting with integrity, treating others with respect, and complying with applicable laws and our Terms and Policies at all times.
• 7.2Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, guidelines, and contracts with third-parties that apply to your Campaigns and engaging Affiliate Services. For example, but not limited to, the Federal Trade Commission Act (“FTC Act”), the CAN-SPAM Act, Federal Trade Commission (“FTC”) regulations and guidelines implementing the FTC Act and the CAN-SPAM Act, and FTC Guides Concerning the Use of Endorsements. If the Advertiser is domiciled in Canada, in addition to the foregoing (where applicable), Canada’s Anti-Spam Legislation (“CASL”), Personal Information Protection and Electronic Documents Act (“PIPEDA”), regulations and guidelines implementing CASL and PIPEDA, and other federal and provincial laws, regulations, and guidelines. Check the local and regional rules to learn what rules apply to the Campaign(s) you plan to offer and have Affiliates distribute. Information we provide regarding legal requirements is not legal advice and is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Affiliates and others in compliance with applicable privacy laws and these Terms, including our Privacy Policy. If you have questions about how local and regional laws apply you should always seek legal advice.
• 7.3Your Assumption of Risk. You acknowledge that many advertising and marketing and affiliate activities carry inherent risks and agree that, to the maximum extent permitted by applicable law, you assume the entire risk arising out of your access to and use of the Platform and any Campaign Creatives, your use of any Affiliate Services, or any other interaction you have with other Users whether in person or online. This means it is your responsibility to review and investigate an Affiliate to determine whether it is suitable for you.

Section III – Affiliate Terms

8Our Mission for Affiliates

• Our mission for Affiliates is to offer a space that lowers the difficulties and overhead of seeking out new opportunities and campaigns and connect you with Advertisers you otherwise might not have been able to work with.

9Managing Your Affiliate Profile

• 9.1Creating and Managing Your Affiliate Profile. The Platform provides tools that make it easy for you to set up and manage an Affiliate Profile. This is where you will outline your organization, your team size, and your interests – verticals, preferred channels, and preferred countries, which in turn will be used to match you with the most suitable Advertiser Campaigns. You may only maintain one Affiliate Profile per account, but you may accept multiple campaign Affiliate Approvals.
• 9.2Affiliate Search Ranking. The ranking of Affiliate Profiles in the Platform recommendations and an Advertiser’s search results depends on a variety of metrics, including these main parameters:
  • Affiliate Profile similarity to Campaign characteristics
  • Advertiser search filters – affiliate name or ID, affiliate type, channel, and country(ies)
  • Platform generated metrics, such as audience and performance metrics, which help ensure a transparent relationship between Advertisers and Affiliates
• 9.3Affiliate Performance Data. To help ensure transparency and convey an Affiliate’s experience and success in the Platform, Affiliate Profiles also include Platform generated historical data about your recent performance and activity on Campaigns, including number of leads and conversation rates and list of areas where Affiliate has performed the highest, such as types of verticals and channels and geography. Affiliate acknowledges and agree that they will have no control over this data that is shown in their profile.

10Providing Affiliate Services on the Platform

• 10.1Partnerships with Advertisers. When you accept an Affiliate Approval from an Advertiser, or receive an affiliate request approval confirmation through the Platform, you are entering into a partnership with the Advertiser, and are responsible for delivering your Affiliate Services under the terms and for the CPA specified in the Campaign, which may be set Campaign wide or modified on an Affiliate individual basis from time to time. Any terms, policies, or conditions that you include in any supplemental agreement with Advertisers must: (i) be consistent with these Terms, our Policies, and (ii) be prominently disclosed in your Affiliate Profile.
• 10.2Affiliate Payments. Affiliates will receive payment for all confirmed CPA Actions delivered to Advertisers as a result of their Affiliate Services, further to and subject to these Terms and our Payment Terms.
• 10.3Independence of Affiliates. Your relationship with Jumbleberry is that of an independent individual or entity and not an employee, agent, joint venturer, or partner of Jumbleberry, except that Platform Payments acts as a payment collection agent as described in the Payment Terms. Jumbleberry does not direct or control your Affiliate Services, and you agree that you have complete discretion whether and when to provide Affiliate Services, and on what terms to offer them.
• 10.4Campaign Creatives. Advertisers may provide marketing creatives and copy to be used by Affiliates for distributing Campaigns (“Advertiser Creatives”) and if applicable, rules, restrictions, and guidelines about the use of the Advertiser Creatives. If an Advertiser permits, Affiliates may also use their own marketing creatives and copy (“Affiliate Creatives”) subject to approval as set out in Section 3.6. Further guidance, rules and restrictions around the licensing and use of Advertiser Creatives and Affiliate Creatives are discussed in Section 17.
• 10.5Campaign and Campaign Creatives Responsibilities. You acknowledge and agree that Jumbleberry offers a self-managed platform and Jumbleberry has no obligation or responsibility to monitor Campaign Creatives, whether it is Advertiser Creatives or Affiliate Creatives, for compliance with these Terms, our Policies, or applicable laws or regulations and shall have no liability for any violation of same by Advertisers or Affiliates.

11Revoked Affiliate Approvals; Campaign Cancellations; and Partnership Modifications

• 11.1Revoked Affiliate Approvals. Advertisers can revoke your Affiliate Approvals for various reasons (ex. violation of terms, poor quality traffic, discretionary, etc.). While an Advertiser can revoke approvals at any time, we recommend that they should inform you in advance of the decision to give a reasonable amount of time to pause traffic sources on the Campaign(s). Once an Affiliate Approval has been revoked on a Campaign it can not be reversed.
• 11.2Campaign Cancellations. In general, if an Advertiser pauses or cancels a Campaign, you will be paid for any CPA Actions generated up to the effective time of the pausing or cancellation subject to these Terms and our Policies. As an Affiliate, you can cancel your Affiliate Services on a Campaign, but we recommend that you provide a minimum of forty-eight (48) hours notice or as set in the Campaign to the Advertiser.
• 11.3Partnership Modifications. Affiliates and Advertisers are responsible for any Partnership Modification they agree to, such as modified CPAs, and agree to pay any additional amounts, fees or taxes associated with any Partnership Modification.

12Affiliate Responsibilities and Assumption of Risk

• 12.1Your Responsibilities. You are responsible and liable for your own acts and omissions and are also responsible for the acts and omissions of anyone you allow to participate in providing your Affiliate Services. This includes, but is not limited to, ensuring compliance with applicable Campaign terms, rules and restrictions and our Policies.
• 12.2Providing Affiliate Services as a Team or Organization. If you work with a sub-Affiliate or Affiliate as part of a team, business, or other organization, the entity and each individual who participates in providing Affiliate Services is responsible and liable as an Affiliate under these Terms. If you accept terms or enter into contracts, you represent and warrant that you are authorized to enter into contracts for and bind your team, business, or other organization, and that each entity you use is in good standing under the laws of the place where it is established. If you perform other functions, you represent and warrant that you are authorized to perform those functions. If you instruct Jumbleberry to transfer a portion of your payment to a sub-Affiliate or other Affiliates, or to send payments to someone else, you must be authorized to do so, and are responsible and liable for the payment amounts and accuracy of any payment information you provide.
• 12.3Know Your Legal Obligations. You are responsible for understanding and complying with any laws, rules, regulations, guidelines, and contracts with third-parties that apply to your Affiliate Services. For example, but not limited to, the Federal Trade Commission Act (“FTC Act”), the CAN-SPAM Act, Federal Trade Commission (“FTC”) regulations and guidelines implementing the FTC Act and the CAN-SPAM Act, and FTC Guides Concerning the Use of Endorsements. If the Affiliate is domiciled in Canada, in addition to the foregoing (where applicable), Canada’s Anti-Spam Legislation (“CASL”), Personal Information Protection and Electronic Documents Act (“PIPEDA”), regulations and guidelines implementing CASL and PIPEDA, and other federal and provincial laws, regulations, and guidelines. Check the local and regional rules to learn what rules apply to the Affiliate Services you plan to offer. Information we provide regarding legal requirements is not legal advice and is for informational purposes only and you should independently confirm your obligations. You are responsible for handling and using personal data of Advertisers and others in compliance with applicable privacy laws and these Terms, including our Privacy Policy. If you have questions about how local and regional laws apply you should always seek legal advice.
• 12.4Your Assumption of Risk. You acknowledge that providing Affiliate Services carries inherent risks and agree that you assume the entire risk arising out of your access to and use of the Platform and Advertiser Creatives or Affiliate Creatives, offering Affiliate Services, or any interaction you have with other Users whether in person or online. You agree that you have had the opportunity to investigate the Platform and any laws, rules, regulations, or obligations that may be applicable to your Affiliate Services and that you are not relying upon any statement of law made by Jumbleberry.

Section IV – Data

13User Data & Privacy

• 13.1“User Data” means data in electronic form input or uploaded into or collected through the Platform by and from Users, including without limitation, sales data and information, pricing, and other similar information, customer analytics, and other data generated by or collected from Account Members and Customers. For the purposes of this Agreement, User Data shall not include Campaign Creatives.
• 13.2Use of and Access to User Data.
  • aLicense Grant. User grants Jumbleberry a non-exclusive right and license to use, copy, reproduce, modify, adapt, publish, and display User Data to provide the Platform, enhance the Platform, collect and deliver market insights, and for other business purposes. For clarity, this information is not considered confidential information for purposes of this Agreement.
  • bRights to Use. User represents and warrants that User has all necessary rights, consents, and approvals, to grant us this access and this information for the uses permitted hereunder. User expressly represents and warrants that all User Data was collected in accordance with User’s privacy policy, applicable third-party policies, and all applicable laws. User further agrees not to provide any User Data that violates the privacy rights of any individual or intellectual property rights of any third-party or to which User does not have rights.
  • cLimits on Jumbleberry’s License to User Data. Unless it receives User’s prior written consent, Jumbleberry: (a) shall not access, process, or otherwise use User Data other than as necessary to operate and facilitate the Platform and to improve User experience on the Platform; and (b) shall not intentionally grant any third-party access to User Data, including without limitation the Platform’s other Users, except subcontractors that are subject to a reasonable nondisclosure agreement or confidentiality duties. Notwithstanding the foregoing, Jumbleberry may disclose User Data as required by applicable law or by proper legal or governmental authority. Jumbleberry shall give User prompt notice, if permitted by applicable law, of any such legal or governmental demand and reasonably cooperate with User in any effort to seek a protective order or otherwise to contest such required disclosure, at User’s expense.
• 13.3Privacy Policy. Our Privacy Policy applies only to the Platform and does not apply to any third-party website or service linked to the Platform or recommended or referred to through the Platform or by Jumbleberry’s employees, contractors, or other authorized representative, including without limitation, Advertiser’s websites, or Affiliate’s websites.
• 13.4Risk of Exposure. User recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the Platform, User assumes such risks. Jumbleberry offers no representation, warranty, or guarantee that User Data will not be exposed or disclosed through its own errors or actions , or those of third-parties.
• 13.5Data Accuracy. Jumbleberry shall have no responsibility or liability for the accuracy of data uploaded to the Platform by User, including without limitation User Data and any other data uploaded by Account Members.
• 13.6Data Deletion. Jumbleberry may permanently erase User Data if User’s account is delinquent, suspended, or terminated for 90 days or more.
• 13.7Excluded Regulated Data. User represents and warrants that User Data does not and will not include, and User has not and shall not upload or transmit to Jumbleberry's computers, servers, network or other media, any data that is subject to heightened security requirements as a result of User’s internal policies or practices or by law or regulation, such as (i) any patient, medical, or other protected or regulated health information protected under laws or regulations specifically for patient data, patient records information management, or protected health information; (ii) any government IDs or financial information (including bank account or payment card numbers); or (iii) any other information subject to regulation or protection under specific laws or regulations (examples include but are not limited to the Health Insurance Portability and Accountability Act (HIPAA), the Gramm–Leach–Bliley Act (GLBA), Family Educational Rights and Privacy Act (FERPA), "Sensitive Personal Data" as defined under the General Data Protection Regulation (GDPR), etc. (such User Data collectively, “Excluded Regulated Data”)
• USER RECOGNIZES AND AGREES THAT: (a) JUMBLEBERRY HAS NO LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE EXCLUDED REGULATED DATA OR OTHERWISE TO PROTECT EXCLUDED REGULATED DATA; AND (b) JUMBLEBERRY’S SYSTEMS, INCLUDING THE PLATFORM, ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF EXCLUDED REGULATED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY FOR EXCLUDED REGULATED DATA UNLESS OTHERWISE NOTED BY JUMBLEBERRY.
• 13.8Aggregate and Anonymized Data. Notwithstanding the provisions above of this Section 13, Jumbleberry may use, reproduce, sell, publicize, or otherwise exploit Aggregate Data in any way, in its sole discretion. “Aggregate Data” refers to User Data with the following removed: personally identifiable information and the names and addresses of User and any of its Account Members and/or Customers.

14Confidential Information

• 14.1“Confidential Information” refers to the following items Jumbleberry discloses to User: (a) any document Jumbleberry marks “Confidential”; (b) any information Jumbleberry orally designates as “Confidential” at the time of disclosure; (c) any communications between Jumbleberry and User in relation to this Agreement, whether or not marked or designated confidential; and (d) any other non-public, sensitive information disclosed by Jumbleberry, whether or not marked or designated “Confidential.” Notwithstanding the foregoing, Confidential Information does not include information that: (i) is in User’s possession at the time of disclosure; (ii) is independently developed by User without use of or reference to Confidential Information; (iii) becomes known publicly, before or after disclosure, other than as a result of User’s improper action or inaction; or (iv) is approved for release in writing by User.
• 14.2Nondisclosure. User shall not use Confidential Information for any purpose other than the use of the Platform for its ordinary internal business purposes (the “Purpose”). User: (a) shall not disclose Confidential Information to any employee or contractor of User unless such person needs access in order to facilitate the Purpose and executes a nondisclosure agreement with User with terms no less restrictive than those of this Section 14; and (b) shall not disclose Confidential Information to any other third-party without Jumbleberry’s prior written consent. Without limiting the generality of the foregoing, User shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. User shall promptly notify Jumbleberry of any misuse or misappropriation of Confidential Information that comes to User’s attention. Notwithstanding the foregoing, User may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. User shall give Jumbleberry prompt notice of any such legal or governmental demand and reasonably cooperate with Jumbleberry in any effort to seek a protective order or otherwise to contest such required disclosure, at Jumbleberry’s expense.
• 14.3Injunction. User agrees that breach of this Section 14. would cause Jumbleberry irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Jumbleberry will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
• 14.4Termination & Return. With respect to each item of Confidential Information, the obligations of Section 14.2 above (Nondisclosure) will terminate five (5) years after the date of disclosure. Upon termination of this Agreement, User shall return all copies of Confidential Information to Jumbleberry or certify, in writing, the destruction thereof.
• 14.5Retention of Rights. This Agreement does not transfer ownership of Confidential Information or grant a license thereto. Jumbleberry will retain all right, title, and interest in and to all Confidential Information.

Section V – General Terms and the Legal Stuff

15Non-Circumvention and Off-Platform Policy

• In order to protect our Platform community and business and the integrity of the Platform, we prohibit all Platform Users from intentionally and knowingly taking or encouraging other existing Platform Users, other than active pre-existing contractual relationships, to work together off-platform in any form. This includes asking Users to create third-party accounts, provide their contact information, or take other actions outside the Platform in violation of the Off-Platform Policy as set out further in our Acceptable Use and Advertising Policy.
• Users understand and agree that if they knowingly violate their obligations under this Section and/or the Off-Platform Policy, Jumbleberry may take any action it determines is reasonably necessary including account suspension, termination, or any of the measures described in Section 18.3, and Jumbleberry may be entitled to injunctive relief and/or any other remedies available at law or in equity.

16Platfom Messenger

• The Platform offers a messenger tool to assist with the ease of communication and partnership between Users. Jumbleberry does not participate in, nor does it monitor the content of the User chats but may access them from time to time if required by law or for internal support and/or investigation purposes, if for example, a complaint is received by a User. Jumbleberry expects Users to participate in User chats in accordance with these terms and our Policies, specifically our Acceptable Use and Advertising Policy.

17Platform Content and Campaign Creatives Ownership and Responsibilities

• 17.1Campaign Creatives Ownership and Limited License.
• aAdvertiser Creatives. While an Affiliate Approval is in effect on a Campaign, access to and use of Advertiser Creatives may be provided to the Affiliate for the exclusive purpose of distributing a Campaign while providing Affiliate Services. In doing so, the Advertiser thereby grants to the Affiliate a non-exclusive, limited, royalty-free, worldwide, revocable license to use, distribute, display, publish, perform, copy, transmit, promote, and market the Advertiser Creatives and/or Advertiser Campaign in accordance with the terms of the applicable Campaign set out on the Platform, and (ii) use, distribute, display, publish, perform, copy, transmit, promote, and market all associated Advertiser or third-party intellectual property in connection therewith. Title to and ownership of all intellectual property rights of all Advertiser Creatives and associated Advertiser or third-party intellectual property shall remain with the Advertiser or its third-party licensors. Affiliates may use downstream affiliates (“Sub-Affiliates”) to distribute Campaigns, in which case Advertiser hereby allows Affiliates to sublicense the grant specified in this paragraph to such Sub-Affiliates. If an Affiliate Approval is revoked, the Affiliate shall immediately cease use of the Advertiser Creatives.
• Affiliate Creatives. Neither the submission of Affiliate Creatives for approval to an Advertiser nor the approval for an Affiliate to use the Affiliate Creatives for the purposes of distributing an Advertiser Campaign shall grant Advertiser any right to use or license to use the Affiliate Creatives and associated intellectual property for itself or third-parties for any purpose.
• bUnder no circumstances shall an Advertiser or Affiliate obtain an ownership interest in another Party’s intellectual property, including but not limited to Advertiser Creatives or Affiliate Creatives.
• 17.2Platform Content. Parts of the Platform may enable Users to provide general content such as feedback, text, photos, audio, video, information, and other content (collectively, “Platform Content”), which for the purposes of this definition shall not include Campaign Creatives. By providing Platform Content, in whatever form and through whatever means, you grant Jumbleberry a non-exclusive, worldwide, royalty-free, revocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish, and otherwise exploit, that content, without limitation. If Platform Content includes personal information, our Privacy Policy describes how we use that personal information. Where Jumbleberry pays for the creation of Platform Content or facilitates its creation, Jumbleberry may own that content, in which case supplemental terms or disclosures will say that. You are solely responsible for all Platform Content that you provide and warrant that you either own it or are authorized to grant Jumbleberry the rights described in these Terms.
• 17.3ntellectual Property. Platform Content and Campaign Creatives made available through the Platform may be protected by copyright, trademark, and/or other laws of Canada, the United States, and other countries. You acknowledge that all intellectual property rights for the content are the exclusive property of Jumbleberry and/or its licensors and agree that you will not remove, alter, or obscure any copyright, trademark, service mark or other proprietary rights notices. You may not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit any content accessed through the Platform except to the extent you are the legal owner of the content or as expressly permitted in these Terms. Subject to your compliance with these Terms, Jumbleberry grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence to access and view the content made available on or through the Platform and accessible to you, solely for your personal and non-commercial use. You are responsible and liable if any of your Platform Content or Campaign Creatives violate or infringe the intellectual property or privacy rights of any third-party.
• 17.4All Platform Content and Campaign Creatives must comply with our Acceptable Use and Advertising Policy. which prohibits, among other things, discriminatory, obscene, harassing, deceptive, violent, and illegal content.

18Term & Termination and other Measures

• 18.1Term. The agreement between you and Jumbleberry reflected by these Terms commences on the Effective Date and remains in effect until either you or we terminate the agreement in accordance with these Terms.
• 18.2Termination. You may terminate this agreement at any time by sending us an email request (legal@jumbleberry.com) or by deleting your account. Jumbleberry may terminate this agreement and your account for any reason by giving you ten (10) business days’ notice via email or using any other contact information you have provided for your account. Jumbleberry may also terminate this agreement immediately and without notice and stop providing access to the Platform if you breach these Terms, you violate our Policies, you violate applicable laws, or we reasonably believe termination is necessary to protect Jumbleberry, the Platform, its Users, or third-parties. If your account has been inactive for more than one year, we may terminate your account without prior notice.
• 18.3User Violations. If (i) you breach these Terms or our Policies, (ii) you violate applicable laws, regulations, or third-party rights, or (iii) Jumbleberry believes it is reasonably necessary to protect Jumbleberry, the Platform, its Users, or third-parties; Jumbleberry may, with or without prior notice:
  • isuspend or limit your access to or use of the Platform and/or your account;
  • iipause or remove Campaigns, or other content, including but not limited to Campaign Creatives
  • iiicancel pending or approved Campaign approvals;
  • ivhold back payment(s) pending any investigation; or
  • vsuspend or revoke any special status associated with your Account.
  For minor violations or where otherwise appropriate as Jumbleberry determines in its sole discretion, you will be given notice of any intended measure by Jumbleberry and an opportunity to resolve the issue. You may appeal actions taken by us under this Section by contacting us (legal@jumbleberry.com). If an Affiliate Approval is revoked under this Section, the amount paid to the Affiliate may be reduced by the amount we credit or otherwise provide to the Advertiser, and by any other costs we incur as a result.
• 18.4Legal Mandates. Jumbleberry may take any action it determines is reasonably necessary to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, including the measures described above in Section 18.3.
• 18.5Effect of Termination. If you are an Affiliate and terminate your Platform Account, any of your Campaign approvals will be automatically revoked, and your Advertisers may receive a credit. If you terminate your account as an Advertiser, any Campaign(s) will be automatically cancelled, and any credit will depend upon the cancellation terms of the Campaign. When this agreement has been terminated, you are not entitled to a restoration of your account or any of your Platform Content or Campaign Creatives. If your access to or use of the Platform has been limited, or your Platform Account has been suspended, or this agreement has been terminated by us, you may not register a new account or access or use the Platform through an account of another User.
• 18.6Survival. Parts of these Terms that by their nature survive termination, will survive termination of this agreement, including Sections 13 (User Data & Privacy), 14 (Confidential Information), 15 (Non-Circumvention and Off-Platform Policy), 17 (Platform Content and Campaign Creatives Ownership and Responsibilities), 18 (Term & Termination and other Measures), 21 (Disclaimer of Warranties), 22 (Limitations on Liability), 23 (Indemnification), and 25 (Governing Law & Jurisdiction; Arbitration).

19Modifications

• 19.1Agreement Updates. Jumbleberry may change or update the terms of this Agreement at any time by posting a revised version on the Platform and at [insert website link] with the “Last Updated” date at the top of the terms, and in some cases, we may provide you with additional notice. Users should look at the terms of the Agreement regularly. Unless otherwise noted, the updated Agreement will be effective immediately, and your continued access or use of the Platform will constitute acceptance of the revised terms. If a User objects to the updated Agreement, User may choose to terminate the Agreement and should immediately cease access or use of the Platform.
• 19.2Agreement Amendments The Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
• 19.3Notwithstanding the foregoing provisions of this Section 19, Jumbleberry may revise its Privacy Policy and any other of its Policies at any time by posting a new version at the Jumbleberry website and/or on the Platform, and such new version will become effective on the date it is posted.

20Jumbleberry's Role

• The Jumbleberry Platform offers a self-managed platform that enables Users to publish, offer, search for, and book Affiliate Services. While we work hard to ensure our Users have great experiences using the Platform, we do not and cannot control the conduct of Affiliates and Advertisers. You acknowledge that Jumbleberry has the right, but does not have any obligation, to monitor the use of the Platform and verify information provided by our Users. For example, we may review, disable access to, or remove Campaign Creatives to: (i) operate, secure and improve the Platform (including for fraud prevention, risk assessment, investigation and customer support purposes); (ii) ensure Users’ compliance with these Terms; (iii) comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body; (iv) address content that we determine is harmful or objectionable; (v) take actions set out in these Terms; and (vi) maintain and enforce any quality or eligibility criteria, including by removing Campaigns or Campaign Creatives that don’t meet quality and eligibility criteria. Users acknowledge and agree that Jumbleberry administers its policies (such as basic requirements for Affiliates), including decisions about whether and how to apply them to a particular situation, at its sole discretion. Users agree to cooperate with and assist Jumbleberry in good faith, and to provide Jumbleberry with such information and take such actions as may be reasonably requested by Jumbleberry with respect to any investigation undertaken by Jumbleberry regarding the use or abuse of the Platform. Jumbleberry is not acting as an agent for any User except for where Platform Payments acts as a collection agent as provided in the Payment Terms.

21Disclaimer of Warranties

• We provide the Platform “as is” without warranty of any kind and we disclaim all warranties, whether express or implied. For example: (i) we do not endorse or warrant the existence, conduct, performance, safety, quality, legality or suitability of any Advertiser, Affiliate, Affiliate Service, Campaign, Campaign Creatives, or third-party; (ii) we do not warrant the performance or non-interruption of the Platform; and (iii) we do not warrant that verification, identity or background checks conducted on Campaigns or Users (if any) will identify past misconduct or prevent future misconduct. Any references to a User or Campaign being "verified" (or similar language) indicate only that the User or Campaign or Jumbleberry has completed a relevant verification or identification process and nothing else. The disclaimers in these Terms apply to the maximum extent permitted by law. If you have statutory rights or warranties we cannot disclaim, the duration of any such statutorily required rights or warranties, will be limited to the maximum extent permitted by law.

22Limitations on Liability

• Neither Jumbleberry (including its affiliates, parent, successors, subsidiaries, and their respective directors, officers, agents, partners, employees , and personnel) nor any other party involved in creating, producing, or delivering the Platform will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute products or services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with (i) these Terms, (ii) the use of or inability to use the Platform or any Platform Content or Campaign Creatives, (iii) any communications, interactions or meetings you may have with someone you interact or meet with through, or as a result of, your use of the Platform, or (iv) offering of a Campaign, including the provision or use of Affiliate Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Jumbleberry has been informed of the possibility of such damage, even if a limited remedy set out in these Terms is found to have failed of its essential purpose.
• Except for our obligation to transmit payments to Affiliates under these Terms, in no event will Jumbleberry’s aggregate liability for any claim or dispute arising out of or in connection with these Terms, your interaction with any Users, or your use of or inability to use the Platform, any Campaign Creatives, or any Advertiser Service, exceed: (A) to Advertisers, the amount you paid to Jumbleberry as an Advertiser during the 6-month period prior to the event giving rise to the liability, (B) to Affiliates, the amount paid to you as an Affiliate in the 6-month period prior to the event giving rise to the liability, or (C) to anyone else, one hundred U.S. dollars (US$100).
• These limitations of liability and damages are fundamental elements of the agreement between you and Jumbleberry. If applicable law does not allow the limitations of liability set out in these Terms, the above limitations may not apply to you.

23Indemnification

• To the maximum extent permitted by applicable law, you agree to indemnify, release, defend (at Jumbleberry’s option), and hold Jumbleberry (including its affiliates, parent, successors, subsidiaries, and their respective directors, officers, agents, partners, employees , and personnel) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with: (i) your breach of these Terms (including any supplemental or additional terms that apply to a Platform product or feature) or our Policies, (ii) your improper use of the Platform, (iii) your interaction with any User, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, (iv) your failure, or our failure at your direction, to accurately report, collect or remit Taxes, (v) your breach of any laws, regulations or third-party rights such as intellectual property or privacy rights, (vi) any claim arising or resulting from the Advertiser Creatives, Affiliate Creatives, content of Campaigns, linked content, or the sale or license of Advertiser's goods or services as promoted in the Campaign Creatives, Advertiser Campaigns or Advertiser’s linked content, (vii) any product liability with respect to any product sold in Campaigns or linked content or any alleged personal injury or death to persons or property damage sustained if such injury, death or property damage occurs because of the acts or omissions of the Advertiser or Affiliate, (viii) false, deceptive or misleading descriptions, depictions and the supply of inaccurate information, material or data by or on behalf of the Advertiser or Affiliate; (iv) any claim arising or resulting from the license of stock photograph; or (v) any other act, omission or misrepresentation by you directly or indirectly related to this Agreement.

24Dispute Resolution

• The Parties agree to make reasonable efforts and attempt in good faith to resolve through negotiation any dispute, claim, or controversy arising out of or relating to this Agreement or breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this section (“Dispute”), including but not limited to by means of a conference between corporate officers of Jumbleberry and a representative of the Advertiser or Affiliate who have authority to resolve the Dispute. However, should a resolution not be reached within a period of sixty (60) days, the Parties agree to submit the Dispute for arbitration as provided in Section 25 of this Agreement.

25Governing Law & Jurisdiction; Arbitration

• aGoverning Law. This Agreement will be governed solely by the laws of the Province of Ontario and Canada, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; or (b) other international laws.
• bArbitration. If the Parties cannot resolve a Dispute informally as set out in Section 24, the Parties expressly consent that the exclusive venue and forum for any Dispute arising out of or relating to this Agreement, shall be in mandatory, confidential, final, and binding arbitration, as set out below:
• iArbitration shall take place in the jurisdiction and the arbitration administration shall be determined by the User’s location as follows:

If User is domiciled in:	Jurisdiction and Location for Arbitration	Administration for Arbitration	Other Rules (if applicable)
Canada	Toronto, Ontario, Canada	Simplified Arbitration Rules of the ADR Institute of Canada, Inc.	The parties shall mutually agree upon a single arbitrator.
United States	New York City, New York, United States	American Arbitration Association (“AAA”) according to the Commercial Rules, except as modified herein	The arbitration shall be conducted by a single arbitrator chosen from a list of attorneys who are members of the AAA’s large complex case panel. If the Parties cannot agree on an arbitrator within thirty (30) days from the filing of a demand for arbitration with the AAA, the arbitrator shall be chosen pursuant to Rule 13 of the Commercial Rules.
International (except for Canada and the United States)	Toronto, Ontario, Canada	International Centre for Dispute Resolution in accordance with International Arbitration Rules	The parties shall mutually agree upon a single arbitrator.

• iiIn all events, the arbitration shall be conducted in the English language; the arbitration may be conducted via virtual means if arbitration administrator permits; costs of the arbitration, including any administration fee, the arbitrator's fee, and costs for the use of facilities during the hearings, shall initially be borne equally by the Parties to the arbitration; the Parties shall take all steps to have arbitration completed within six (6) months from the date of the arbitrator's appointment; and the prevailing Party in any claim between the Parties shall be entitled to an award of its costs and attorney’s fees.

26Miscellaneous

• 26.1Copyright Policy
• aPolicy. Jumbleberry supports the protection of intellectual property rights of others and expects its Users to do the same. It is Jumbleberry’s policy, in appropriate circumstances and at its discretion, to suspend and/or terminate the account or access of Users of its Platform who repeatedly infringe or are repeatedly charged with infringing the copyright or other intellectual property rights of others. Jumbleberry will respond to all claims of alleged copyright infringement committed using the Platform that are reported to Jumbleberry following this policy.
• bDMCA Notice and Takedown Procedure. If you are a copyright owner, or are authorized to act on behalf of one, please report alleged copyright infringement taking place on or through the Platform by sending a DMCA Notice to Jumbleberry c/o Galactic Propeller Holdings Ltd. to legal@jumbleberry.com. Upon receiving a DMCA Notice, Jumbleberry will investigate the alleged copyright infringement to the best of its ability and at its discretion may pause or suspend a User’s account and/or Campaign or remove or request the removal of Advertiser Creatives or Affiliate Creatives.
• 26.2Other Terms Incorporated by Reference. Our Privacy Policy, Acceptable Use and Advertising Policy, Payment Terms and other supplemental policies and terms linked to in these Terms apply to your use of the Platform, are incorporated by reference, and form part of your agreement with Jumbleberry.
• 26.3Interpreting these Terms. Except as they may be supplemented by additional terms, conditions, policies, guidelines, standards, these Terms (including those items incorporated by reference) constitute the entire agreement between Jumbleberry and you pertaining to your access to or use of the Platform and supersede any and all prior oral or written understandings or agreements between Jumbleberry and you. These Terms do not and are not intended to confer any rights or remedies upon anyone other than you and Jumbleberry. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and will not affect the validity and enforceability of the remaining provisions. Where the word “will” is used in these Terms it connotes an obligation with the same meaning as “shall.”
• 26.4Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
• 26.5No Waiver. Jumbleberry’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.
• 26.6Assignment. User may not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without Jumbleberry’s prior written consent. If you wish to make such an assignment, please email us with the details of your request including the name and relevant contact details for the assignee. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment and must agree to comply with the terms of this Agreement. Jumbleberry may assign, transfer, or delegate this agreement and any rights and obligations hereunder, at its sole discretion, without your consent or any other restrictions. If we make an assignment, we will provide reasonable notice to you. Subject to the foregoing, the terms of this Agreement will be fully binding upon and inure to the benefit of and be enforceable by, a party’s respective successors, heirs, executors, administrators and permitted assigns.
• 26.7Third-Party Services. The Platform may contain links to third-party websites, applications, services, or resources (“Third-Party Services”) that are subject to different terms and privacy practices. Jumbleberry is not responsible or liable for any aspect of such Third-Party Services and links to such Third-Party Services are not an endorsement.
• 26.8Force Majeure. Neither Jumbleberry or User will be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any delays, failure, default, or other non-performance caused by telecommunications, utility, failures, or equipment failures; labour strife, riots, war, or terrorist attacks; non-performance of vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control. However, nothing in this section will affect or excuse either party’s liabilities or obligation to make payment, when due, under this Agreement.
• 26.9Notices. Unless specified otherwise, any notices or other communications to Users permitted or required under this agreement, will be provided electronically, and given by Jumbleberry via email, Platform notification, or any other contact method we enable, and you provide, and such notices will be deemed received twenty-four (24) hours after they are sent. Users may send notices pursuant to this Agreement to Jumbleberry, and such notices will be deemed received seventy-two (72) hours after they are sent in writing and if delivered personally, mailed via registered or certified mail (return receipt requested and postage prepaid), given by facsimile (confirmed by certification of receipt) or sent by courier (confirmed by receipt) addressed to Jumbleberry, Attn: Legal, at 171 East Liberty St., Unit 310, Toronto, Ontario, Canada M6K 3P6.
• 26.10Admin Emails and Subscriptions. You will receive administrative communications from us using the email address or other contact information you provide for your Platform Account. Enrolment in additional email subscription programs will not affect the frequency of these administrative emails, though you should expect to receive additional emails specific to the program(s) to which you have subscribed. You may also receive promotional emails from us. You can unsubscribe from promotional emails at any time, and it will not impact your account status or administrative emails.
• 26.11Publicity. In further consideration of the rights granted hereunder to User, User agrees to permit Jumbleberry to use User's name and trademarks and service marks to identify User as a Platform’s User on the Website, in Jumbleberry’s marketing materials and in other sales and marketing activities, provided that User does not notify Jumbleberry in writing of its revocation of such permission. User agrees to cooperate with Jumbleberry in reasonable publicity efforts involving the Platform, such as, for example, media releases and marketing materials in accordance with Jumbleberry's reasonable request.
• 26.12Conflicts. In the event of any conflict between this Agreement and any Jumbleberry policy posted online or on the Platform, including without limitation the Privacy Policy, the terms of this Agreement will govern.
• 26.13Headings. The section headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
• 26.14Acceptance. USER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PERSON ACCEPTING THIS AGREEMENT ON USER’S BEHALF THROUGH THE PLATFORM’S ONLINE REGISTRATION PROCESS REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND USER TO THESE TERMS AND CONDITIONS. User further acknowledges that this Agreement does not have to be signed in order to be binding. User will have indicated its assent to the terms of the Agreement by completing its online account registration with Jumbleberry, during which process these Terms are presented and linked.