Effective Date: October 1, 2023

PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY ADNAVI INC. (“ADNAVI”). BY VISITING THE WEBSITES OR USING THE SERVICES IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE WEBSITE OR SERVICES. USE OF ADNAVI’S SERVICES IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS, UNLESS A SEPARATE COMMERCIAL AGREEMENT IS ALSO IN PLACE BETWEEN YOU AND ADNAVI (WHERE SUCH SEPARATE AGREEMENT MAY INTEGRATE AND TAKE PRECEDENCE OVER THIS AGREEMENT).

1. ACCESS TO THE SERVICES.

The adnavi.ca website and domain name and any other linked pages, features, content, or application services offered from time to time by AdNavi in connection therewith (collectively, the “Website”) are owned and operated by AdNavi. Subject to the terms and conditions of this Agreement, AdNavi may offer to provide certain services, as described more fully on the Website, and that have been selected by you (together with the Website, the “Services”), solely for your own use, and not for the use or benefit of any third party. The term “Services” includes, without limitation, use of the Website, any service AdNavi performs for you and the Content (as defined below) offered by AdNavi on the Website. AdNavi may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or Content. AdNavi may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. AdNavi reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.

AdNavi does not knowingly collect or solicit personal information from anyone under the age of 13 or knowingly allow such persons to register for the Services. If you are under 13, please do not attempt to register for the Services or send any information about yourself to us. In the event that we learn that we have collected personal information from a child under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about a child under 13, please contact us at support@adnavi.com.

You represent and warrant to AdNavi that: (i) you are of legal age to form a binding contract; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Services and take full responsibility for the selection and use of and access to the Services. This Agreement is void where prohibited by law, and the right to access the Services is revoked in such jurisdictions.

2. SERVICES CONTENT.

All materials displayed or performed on the Services (including, but not limited to text, graphics, articles, photographs, images, illustrations, also known as the “Content”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Content accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Content or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.

In the course of using the Services, you and other users may provide information which may be used by AdNavi to provide the Services, such as ad creatives (collectively, “User Submissions”). You understand that by providing User Submissions to AdNavi, you hereby grant AdNavi a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicenseable and transferable right to use, distribute, reproduce, and display such User Submissions in connection with providing the Services. AdNavi will only share personally identifiable information in accordance with our Privacy Policy. You understand that AdNavi retains the right to reformat, modify, and translate any User Submissions submitted by you as necessary to provide the Services.

Under no circumstances will AdNavi be liable in any way for any Content, including, but not to, any errors or omissions in any Content, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Services.

3. RESTRICTIONS.

You are responsible for all of your activity in connection with the Services. You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or other rights of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, defamatory, or otherwise objectionable; or (iv) contains a virus, trojan horse, worm, or other harmful computer code. AdNavi reserves the right to remove any Content from the Services at any time, for any reason. You, not AdNavi, remain solely responsible for all Content that you upload, post, or otherwise disseminate in connection with the Services.

4. WARRANTY DISCLAIMER.

AdNavi has no special relationship with or fiduciary duty to you. You acknowledge that AdNavi has no control over, and no duty to take any action regarding: which users gain access to the Services; what Content you access via the Services; or what actions you may take as a result of having been exposed to the Content. THE SERVICES, CONTENT, AND WEBSITE ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

5. PRIVACY POLICY.

For information regarding AdNavi’s treatment of personally identifiable information, please review our current Privacy Policy at /privacy, which is hereby incorporated by reference; your acceptance of this Agreement constitutes your acceptance and agreement to be bound by AdNavi’s Privacy Policy.

6. REGISTRATION AND SECURITY.

As a condition to using some aspects of the Services, you may be required to register with AdNavi and select a password and user name (“AdNavi User ID”). You shall provide AdNavi with accurate, complete, and updated registration information. You shall be responsible for maintaining the confidentiality of your password.

7. INDEMNITY.

You will indemnify and hold AdNavi, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Services, use of the Services, or your violation of this Agreement.

8. LIMITATION OF LIABILITY.

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL ADNAVI OR ITS SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE WITH RESPECT TO THE WEBSITE OR THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE GREATER OF $100 OR THE FEES PAID BY YOU THEREFORE DURING THE 12-MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (II) FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (III) FOR DATA LOSS OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (IV) FOR ANY MATTER BEYOND ADNAVI’S REASONABLE CONTROL.

9. FEES AND PAYMENT.

You shall pay all applicable fees, as described on the Website or in a separate commercial agreement in connection with such Services selected by you. AdNavi reserves the right to change its price list and to institute new charges at any time, upon notice to you. Your use of the Services following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.

10. INTERACTION WITH THIRD PARTIES.

The Services may contain links to third-party websites or services that are not owned or controlled by AdNavi. When you access third-party services, you do so at your own risk. By using the Services, you expressly relieve and hold harmless AdNavi from any and all liability arising from your use of any third-party service.

11. TERMINATION.

This Agreement shall remain in full force and effect while you use the Services. AdNavi may terminate or suspend your access to the Services at any time, for any reason, and without warning. Upon termination of your account, your right to use the Services will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.

12. MISCELLANEOUS.

The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with AdNavi’s prior written consent. AdNavi may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements. No agency, partnership, joint venture, or employment is created as a result of this Agreement.

13. ARBITRATION; GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to the conflict of laws provisions thereof. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in Toronto, Ontario, using the English language. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the courts of the Province of Ontario located in Toronto.

14. COPYRIGHT DISPUTE POLICY (DMCA).

AdNavi has adopted a policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (DMCA). If you believe that material residing on or accessible through the Services infringes a copyright, please send a notice of infringement to our Designated Agent with the information required by the DMCA. Please contact our Designated Agent at legal@adnavi.com with the subject line "DMCA Notice."

15. CONTACT.

If you have any questions, complaints, or claims with respect to the Services, you may contact us at support@adnavi.com.