Last Updated: September 12, 2025
Introduction
These Terms and Conditions (“Agreement”) govern the relationship between Medidas Digital Inc. and its approved affiliates, licensees, or campaign partners (“MDI”, “Company”, “we”, “our”, or “us”) and the sponsoring party (“Sponsor”, “you”, or “your”) who purchases a sponsorship package for the Safe Roads Challenge (“Campaign”) through our e-commerce platform.
These Master Terms incorporate by reference and are subject to any creative and technical specifications, brand guidelines and due dates set forth by MDI, and all other MDI policies or guidelines governing the use of MDI’s products or services (collectively, “Policies”), as well as the Safe Roads Challenge Terms of Use. By completing the purchase and recurring payment setup, you agree to the following terms:
1. Sponsorship Packages
Sponsorship is offered in tiered packages (“Packages”) as described on the e-commerce site. Each Package outlines specific benefits that may include but are not limited to:
Benefits are dependent on the selected Package and may vary in frequency, placement, and visibility.
2. Payment Terms
Sponsorship fees are billed on a recurring monthly basis via the payment method you provide at checkout. You may have the option to provide annual sponsorship fees in which case you will be billed on a recurring annual basis via the payment method you provide at checkout.
By subscribing, you authorize the Company (and its third-party payment processor) to charge your payment method automatically each month, or every twelve months if annual payment is selected, until termination under Section 6.
All fees are non-refundable except as expressly provided herein.
Pricing for Packages may change upon thirty (30) days’ prior written notice. You may cancel your sponsorship under Section 6 if you do not agree to new pricing.
3. Sponsor Recognition
The Company will provide recognition in accordance with the Package purchased. Recognition may include promotional placement in one or more of the following channels:
The Company retains sole discretion over design, placement, size, timing, and frequency of recognition, subject to the general description of benefits in the Package.
The Company reserves the right to reject or remove Sponsor content, logos, or messaging if deemed inappropriate, misleading, defamatory, or inconsistent with the goals and values of the Campaign.
4. Sponsor Obligations
Sponsor must provide logos, brand guidelines, and any required advertising copy or creative materials in a timely manner and in the formats requested.
Sponsor warrants that it owns or has the legal right to use all provided materials and that such materials do not infringe on third-party rights.
Sponsor will not use the Campaign, its logo, or Company or Campaign Partner branding without prior written approval.
5. Intellectual Property
All rights, title, and interest in the Campaign(s), including but not limited to branding, technology, and content, remain the exclusive property of the Company.
Sponsorship does not grant the Sponsor ownership or any license to Company intellectual property except for limited use of Campaign marks with prior approval.
6. Term and Termination
This Agreement begins on the Effective Date of your initial payment and continues on a monthly or annual recurring basis depending on your choice of payment terms.
You may terminate your sponsorship at any time by accessing your dashboard to cancel recurring payments. Cancellations take effect at the end of the current billing cycle.
The Company may terminate this Agreement immediately if the Sponsor violates any provision herein, fails to pay fees, or provides materials in violation of Section 4.
Upon termination, all Sponsor benefits and recognition shall cease. No prorated refunds will be issued unless termination was due to Companys’ breach.
7. Representations and Warranties
You represent and warrant that (a) neither you, nor any of your affiliated companies, are included on any of the restricted party lists maintained by the United States, European Union, United Kingdom, or any government authority in the countries where you operate – for example, the United States Specially Designated Nationals List, Foreign Sanctions Evaders List, Denied Parties List, Unverified List, and Entity List, and the United Kingdom and European Union consolidated lists of persons and entities subject to financial sanctions targets; (b) you are not owned or controlled by such a restricted party; (c) you are not resident in, located in, or organized under the laws of any country with which trade is prohibited by the sanctions described above; (d) in the performance of this Agreement, you will not do business with or provide goods or services, directly or indirectly, to anyone on the restricted party lists or to any country with which trade is prohibited by any applicable sanctions; (e) you have the full power and rights to perform your obligations under this Agreement; (f) you will comply with Applicable Law and these Master Terms in your performance under this Agreement; (g) you are an entity validly existing and in good standing under the laws of the jurisdiction of incorporation or organization; and (h) all information provided by you to MDI is complete and accurate in all material respects. For purposes of this Agreement, “Applicable Law” means all applicable federal, state, provincial and local laws, statutes, ordinances, rules, public order rules, and regulations of any jurisdiction.
If you provide MDI any Personal Data, you (a) represent and warrant that (i) the providing party has all necessary rights and consents to disclose the Personal Data of each Data Subject; and (ii) you or another providing party has properly informed each Data Subject of the disclosure of their Personal Data; and (b) agree to MDI’s use of such Personal Data to fulfill MDI’s obligations under the Agreement.
Agency further represents and warrants that (a) it is authorized to bind each Advertiser to these Master Terms ; and (b) all of its actions in connection with these Master Terms are and will be within the scope of the agency relationship between Agency and each Advertiser.
8. Indemnification
You agree to indemnify, defend, and hold harmless MDI, its affiliates, directors, officers, stockholders, employees, licensors, and agents from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) due to, arising out of, or relating in any way to (a) your actual or alleged breach of this Agreement; (b) your use of products or services provided by a third party in connection with the Managed Services, even if recommended, made available, or approved by MDI; (c) any fraud or misrepresentation by you in connection with this Agreement; and (d) your gross negligence or willful misconduct in connection with this Agreement.
MDI will promptly notify you in writing of any indemnification claim, but any failure to notify you will not relieve you from any indemnity liability or obligation you may have, except to the extent you are materially prejudiced by that failure. MDI will reasonably cooperate with you, at your expense, in connection with the defense, compromise, or settlement of any indemnification claim. You will not compromise or settle any claim in any manner, nor make any admission of liability, without MDI’s prior written consent, which MDI may provide in its sole discretion. MDI may participate (at its cost) in the defense, compromise, and settlement of the claim with counsel of its own choosing.
9. Publicity
Except as permitted by MDI in the Policies, you will not make any public statements (a) regarding the substance of this Agreement; or (b) using MDI’s or its affiliates’ name, logos, trademarks, or other intellectual property, or any campaign-related information provided to you by MDI. In the event such use is permitted in the Policies, such use will inure solely to MDI’s benefit and will be revocable at any time in MDI’s sole discretion.
10. Survival
The Introduction and Sections 2-20 will survive cancellation or expiration of the Agreement. In addition, those provisions that by their nature are intended to survive cancellation or expiration of the Agreement will so survive.
11. Governing Law and Disputes
The laws of the Province of Alberta, except for its conflict-of-laws principles, govern these Master Terms and any proceedings arising out of or relating to this Agreement, or its subject matter, including any tort claims. Any such proceedings will be litigated exclusively in the Provincial courts located in the City of Edmonton, Alberta, Canada. The parties consent to personal jurisdiction in these courts. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY OR AGAINST EITHER PARTY.
12. Limitation of Liability
13. Notices
All notices must be in writing. Notice will be deemed given (a) upon receipt if delivered in person; (b) upon delivery if by an internationally recognized mail service (e.g., Federal Express), overnight courier, or certified or registered mail, postage prepaid, return receipt requested; or (c) on the date transmitted by email. All notices to MDI must be sent to: Medidas Digital Inc., 2900 Manulife Place, 10180 101 Street, Edmonton, Alberta T5J 3V5 , Attn: General Counsel and also to legal@medidastechnologies.com.All notices to you will be sent to the email address or street address that you have provided to us. You agree that all agreements, notices, disclosures, and other communications that MDI provides to you electronically satisfy any legal requirement that those communications be in writing.
14. No Agency
These Master Terms do not establish any agency, partnership, or joint venture between you and MDI.
15. Attorneys’ Fees
In any action arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs.
16. Terminology
References to a Section include all of its subsections. The Section headings are for convenience only and will not affect how this Agreement is construed. Unless the Agreement refers specifically to “business days,” all references to “days” mean calendar days. In the Agreement, “you” and “your” mean the entity executing the Sponsorship (for Agencies, please also see Section 2 above). The words “include,” “includes,” and “including” mean “including without limitation.”
17. Modifications
MDI may update these Master Terms, any additional terms described in these Master Terms, the Policies, the Medidas Digital Inc. Terms of Service, and the MDI Privacy Policy at any time. You agree that MDI may notify you of any such updates via email, via posting the updates on the Master Terms link or on any other MDI Platform, or via another method reasonably selected by MDI. Thereafter, your use of the Managed Services (or engaging in such other conduct as MDI may reasonably specify) constitutes acceptance of and agreement to those updates. Any other amendments, modifications, supplements, waivers, or other changes to the Agreement must be in writing and signed by duly authorized representatives of each party.
18. Force Majeure
Excluding payment obligations, neither you nor MDI will be liable for delay or default in the performance of its respective obligations under this Agreement if such delay or default is caused by conditions beyond the party’s reasonable control (“Force Majeure Event”). If a Force Majeure Event has continued for five business days, MDI and you will have the right to cancel the remainder of the Sponsorship without penalty.
19. Assignment
You may not assign, delegate, or otherwise transfer this Agreement or any of your rights or obligations under this Agreement without the express prior written consent of MDI. This Agreement will bind each party and its successors and assigns. MDI may assign this Agreement, including all rights and obligations under it, to any of its affiliates.
20. Miscellaneous
a) If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force without being impaired or invalidated. If a party does not enforce a provision in this Agreement, it will not be considered a waiver. No waiver of any provision or right will affect the right of the waiving party to enforce any other provision or right.
b) This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous representations, understandings, agreements, or communications between the parties regarding the subject matter contained herein. No terms or conditions other than those set forth in this Agreement will be binding on MDI unless expressly agreed to in writing by MDI.
c) MDI will not be required to act, or abstain from action, if such action or abstention would violate the laws of the United States or any applicable foreign jurisdiction, including the anti-boycott laws administered by the United States Departments of Commerce and Treasury.
d) You may not disclose any nonpublic information shared by MDI, including all information regarding alpha or beta products or programs.