Effective Date: 6/14/2025
These Terms and Conditions (the “Terms and Conditions”), together with the accompanying Insertion Order (the “IO”), constitute the entire agreement (the “Agreement”) between Advertiser and LightPillar Inc. and its affiliates (“LightPillarAds”) with respect to the subject matter hereof, and supersede all prior or contemporaneous proposals, agreements or communications, whether written or oral. These Terms and Conditions prevail over any of Advertiser's general terms and conditions regardless whether or when Advertiser has submitted its request for proposal, order or such terms. Provision of services to Advertiser does not constitute acceptance of any of Advertiser's terms and conditions and does not serve to modify or amend these Terms and Conditions. Any modification of these Terms and Conditions applies only to the IO into which these Terms and Conditions are incorporated. If the IO is entered into by Advertiser’s agency, then references to “Advertiser” herein are also references to Advertiser’s agency. By using LightPillarAds’ services, Advertiser is bound by these Terms and Conditions.
Advertiser Materials: Advertiser shall provide to LightPillarAds the advertising content (“Advertisement(s)”) and all other reasonably necessary materials (including the Advertisements, collectively the “Advertiser Materials”) in accordance with LightPillarAds’s editorial, graphic, technical, or production criteria (the “Specifications”). LightPillarAds shall have no liability with respect to the Advertiser Materials or for delays or failures attributable to Advertiser’s failure to timely perform such obligations. LightPillarAds shall provide a final copy of an Advertisement and obtain prior written consent from Advertiser before publication (“Publication”) of the Advertisements.
Approval and Ethical Guidelines: All Advertisements are subject to LightPillarAds’s approval. Subject to the Terms and Conditions of this Agreement and to the Advertising Content Policy—which prohibits content that conflicts with Islamic ethical guidelines (specifically, any content promoting or depicting nudity, promiscuity, alcohol, gambling, insurance, banking, interest, usury or any other activity deemed Haram)—LightPillarAds may reject or cancel for any reason at any time any Advertisement without liability, even if previously acknowledged or accepted. LightPillarAds has no obligation to make any modifications to an Advertisement after the parties have finalized an Advertisement to be displayed on inventory, including LightPillarAds’ digital display tops (the “Display Tops”).
Under-delivery: LightPillarAds will monitor the delivery of the Advertisements, and will notify Advertiser either electronically or in writing as soon as possible if LightPillarAds believes that an under-delivery is likely. In the case of a probable or actual under-delivery, Advertiser and LightPillarAds shall revise the IO in good faith based on any actual or anticipated under-delivery. In the event that we sell a digital domination, an Advertiser’s advertisement may be preempted. In the case of an under-delivery of the Guaranteed Display Amount or a preemption, Advertiser is entitled to a makegood.
Over-delivery: LightPillarAds may bonus as many ad units as it chooses unless otherwise indicated on the IO. Advertiser will not be charged for any additional impressions or other services above any level guaranteed on the IO.
Proof of Performance: LightPillarAds will provide Advertiser with a performance report (“Performance Report”) within a reasonable time of delivery of all Advertisements. The Performance Report may include still images and/or video footage (collectively, the “Images”) of individuals. Advertiser shall not identify or reidentify any individuals that appear in the Images, nor share any Images with any third parties, unless prior written permission is obtained from LightPillarAds.
Services: LightPillarAds’s services may be performed by its affiliates and/or third-party contractors.
Unless designated on the IO as non-cancelable, Advertiser may cancel the entire IO, or any portion thereof, with 60 days’ prior written notice to LightPillarAds.
Grant of Rights: Advertiser hereby grants LightPillarAds a non-exclusive right and license to display, transmit, and distribute the Advertisements and Advertiser Materials, including any underlying third-party rights therein, on the Display Tops in connection with the Advertising Publication. LightPillarAds and any applicable third parties may make technical modifications (including resizing) as necessary to conform the Advertiser Materials to the Specifications. Advertiser also grants LightPillarAds the right to use Advertiser’s name and/or logo in marketing materials to identify Advertiser as an advertiser. Additionally, LightPillarAds may use images of or including the Advertiser Materials on its inventory and/or Ad Metrics (as defined below) for marketing and promotional purposes. For campaigns operated in the United Kingdom, if the Advertiser requires that the Advertiser Materials be blanked, then LightPillarAds reserves the right to insert content advertising LightPillarAds or its affiliates for the remainder of the campaign at Advertiser’s cost.
Ad Metrics: LightPillarAds grants Advertiser a non-exclusive, non-sublicensable, non-transferable, royalty-free, revocable right and license to use and access all data related to the performance of the Publication of Advertisements (the “Ad Metrics”), solely for internal purposes. All goodwill associated with the Ad Metrics will inure to the benefit of LightPillarAds.
Ownership: Notwithstanding any other provision herein, (i) Advertiser retains all intellectual property rights in the Advertiser Materials and (ii) all intellectual property rights in or to the Display Tops, the associated software and technology, any content therein (including the Ad Metrics), LightPillarAds’s Confidential Information, any other written information provided by LightPillarAds, and any customized content (collectively, “LightPillarAds IP”) remain the exclusive property of LightPillarAds or its licensors. All rights not expressly granted to Advertiser are reserved.
Payments: The initial invoice will be sent by LightPillarAds upon completion of the IO, payable within the first ten (10) days of IO completion. Advertiser is required to pay an advance refundable security deposit to reserve an advertising slot on LightPillarAds’ digital display tops. Invoices will be sent to the billing address set forth in the IO. Subsequent invoices will be issued on a calendar-month basis or as otherwise agreed in the IO, with the net cost based on actual delivery, a flat-fee, or a prorated distribution over the term of the IO. Any payment due is subject to these Terms and Conditions and any modifications noted in the IO.
Taxes: Except for taxes related to LightPillarAds’ income derived from this Agreement, Advertiser shall be solely responsible for any and all taxes that may become due in connection with this Agreement.
Deadlines: Advertiser, including its agency, is jointly and severally obligated to pay all amounts due by the invoice date, and shall remain liable until payment in full is received by LightPillarAds. Payment by Advertiser to its agency does not constitute payment to LightPillarAds.
Late Payment: LightPillarAds reserves the right to credit the refundable security deposit toward any overdue balance. In the event of a missed payment, LightPillarAds may cancel the advertising contract or IO at its discretion, and Advertiser shall be responsible for all reasonable expenses (including attorneys’ fees) incurred in collecting any overdue payments.
“Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) that (i) if disclosed orally is designated as confidential at the time of disclosure, (ii) if disclosed in writing is marked as “Confidential” and/or “Proprietary”, or (iii) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that: (1) becomes generally known to the public without breach of any obligation; (2) was known to the Receiving Party prior to disclosure; (3) was independently developed; (4) is received from a third party without breach of any confidentiality obligation; or (5) any information contained in the Ad Metrics.
The Receiving Party shall not disclose or use any Confidential Information outside the scope of this Agreement without prior written consent, and must protect such information with at least a reasonable degree of care. Disclosure may be made to employees or contractors on a need-to-know basis, provided they are bound by similar confidentiality obligations. If legally compelled to disclose, the Receiving Party must, where possible, provide prior notice to the Disclosing Party and reasonable assistance if the disclosure is contested.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, LightPillarAds PROVIDES ALL AD PLACEMENTS “AS IS” AND “AS AVAILABLE” AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER WRITTEN or ORAL, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. LightPillarAds DOES NOT GUARANTEE CONTINUOUS OR UNINTERRUPTED AD PLACEMENT, ANY NUMBER OF LEADS, OR ANY OTHER MEASURE OF PERFORMANCE OR SUCCESS. Nothing in this Agreement permits Advertiser to independently engage in any third-party ad serving or tracking, or to gather data from or in connection with the Display Tops or Publication.
Advertiser shall indemnify, defend, and hold harmless LightPillarAds, its licensors, and their respective employees, officers, directors, and affiliates from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) any Advertisements or Advertiser Materials submitted, including any claim that such materials infringe on any trademark, copyright, or privacy right; (ii) Advertiser’s breach of this Agreement; (iii) Advertiser’s provision of any services or products to third parties as a result of the Publication; (iv) Advertiser’s failure to comply with applicable laws; or (v) Advertiser’s gross negligence, willful misconduct, or fraud.
EXCEPT FOR THIRD PARTY CLAIMS WITHIN THE SCOPE OF ADVERTISER’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR ITS AFFILIATES FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, BUSINESS, PROFITS, OR GOODWILL), regardless of the legal theory and even if advised of the possibility of such damages. Except for each party’s indemnity obligations, each party’s total aggregate liability under this Agreement shall not exceed the net amount paid or payable to LightPillarAds by the Advertiser pursuant to this Agreement.
Advertiser is under no obligation to provide any suggestions, enhancement requests, feedback, or recommendations regarding LightPillarAds’s services (“Feedback”). Any Feedback provided shall be deemed the sole property of LightPillarAds, and Advertiser hereby assigns all rights, title, and interest in and to such Feedback to LightPillarAds. If such assignment cannot be effectuated, Advertiser grants LightPillarAds a royalty-free, worldwide, perpetual license to use the Feedback.
No Agency: The relationship between the parties is solely that of independent contractors; no employment, agency, partnership, or joint venture is created.
Governing Law; Jurisdiction: All disputes arising from or related to this Agreement or the Advertising Publication shall be governed by the laws of the Province of Nova Scotia, without regard to its conflict of law provisions. Any legal action shall be brought exclusively in the provincial or federal courts located in Halifax, NS.
Notices: All notices must be in writing. Advertiser notices shall be sent to the address provided in the IO (attention: General Counsel), and notices to LightPillarAds shall be sent to: LightPillar Inc., contact@lightpillarads.com.
Assignment: Advertiser may not assign any rights or obligations under this Agreement without prior written consent from LightPillarAds. Any unauthorized assignment is void. This Agreement is binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
Third Party Beneficiaries: This Agreement is entered into solely between LightPillarAds and Advertiser and does not create any rights or obligations for any third party.
Force Majeure: Neither party shall be deemed in breach for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, labor disputes, or governmental actions.
Headings: Section headings are for convenience only and shall not affect the interpretation of this Agreement.
Amendments; Waiver: No amendment or waiver of any provision shall be effective unless in writing and signed by both parties. Failure to enforce any right shall not constitute a waiver.
Severability and Counterparts: If any provision is held invalid, it will be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect. This Agreement may be executed in separate counterparts, each of which is deemed an original.