Terms of Service

1. Acceptance of Terms

By accessing or using the Urba website, services, or platform (collectively, the "Services"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you must not use our Services.

These Terms constitute a legally binding agreement between you and Urba Inc. ("Urba," "we," "us," or "our"), a company incorporated under the laws of Alberta, Canada.

2. Description of Service

Urba operates a local social media network across Canada, connecting brands with engaged local audiences across multiple Canadian cities. Our Services include:

• Social media advertising and content campaign purchasing
• A user-generated content (UGC) submission platform
• A client portal for campaign management and reporting
• Local content distribution across our network of social media accounts

3. Account Registration and Security

Certain features of our Services require authentication. We use a passwordless login system that sends a one-time verification code to your email address.

You are responsible for maintaining the security of the email address associated with your account. You agree to notify us immediately of any unauthorized use of your account.

We reserve the right to suspend or terminate any account that we believe, in our sole discretion, violates these Terms or is being used for fraudulent or unauthorized purposes.

4. Purchases and Payment

When you purchase advertising campaigns or services through Urba, you agree to the following:

• All prices are displayed in Canadian dollars (CAD) and are subject to change without notice prior to purchase
• Payments are processed securely through Stripe. By making a purchase, you also agree to Stripe's terms of service
• You are responsible for providing accurate billing information
• Campaign scheduling and delivery are subject to availability
• Discount codes and referral credits are subject to the specific terms and conditions in effect at the time of issuance and may be modified or discontinued at any time

Refund & Cancellation Policy

Campaign orders may be cancelled for a full refund before production begins. Once Urba has commenced production (including creative design, content preparation, or scheduling), no refunds will be issued. Urba may, at its sole discretion, offer account credits for future campaigns in lieu of a refund. To request a cancellation or refund, please contact us at hello@urba.media.

No Performance Guarantees

Urba does not guarantee specific results, reach, impressions, engagement metrics, follower growth, conversions, or any other performance outcomes for any campaign. Social media metrics are estimates based on historical data and are sourced from third-party APIs that are outside our control. Actual results may vary based on content quality, audience behavior, platform algorithm changes, and other factors beyond Urba's control.

4B. Campaign Advertising Terms (Insertion Order)

The following terms apply to all advertising campaigns purchased through Urba, whether via the online purchase system or through an invoice. By placing an order or paying an invoice, you agree to these terms which constitute an Insertion Order ("IO") between you ("Advertiser") and Urba Inc. ("Publisher").

Campaign Scope & Deliverables

Each campaign includes only the specific deliverables selected and paid for at the time of purchase or as explicitly described in the applicable invoice. Urba's obligation is strictly limited to fulfilling the purchased deliverables. Urba will make commercially reasonable efforts to fulfill all deliverables within the agreed timeline. Campaign dates are approximate and subject to change based on content availability, platform requirements, and production timelines.

For clarity: purchasing one type of deliverable (e.g., a headline post) does not entitle the Advertiser to additional formats, placements, or services (e.g., story posts, reels, link-in-bio placement, additional accounts, extended posting durations, or re-posts) unless those items were explicitly included in the order or invoice. Any services, placements, or deliverables not listed in the purchase confirmation or invoice are considered out of scope and may be purchased separately at applicable rates.

Urba may, at its sole discretion, provide complimentary additions to a campaign (such as bonus story shares or extended visibility), but any such additions are voluntary and do not create an obligation or precedent for future campaigns.

Content Modifications

Urba reserves the right to modify submitted content to comply with social media platform guidelines, Canadian advertising standards (Ad Standards Canada), or legal requirements. Modifications may include but are not limited to: cropping, resizing, caption adjustments, hashtag changes, and format adaptation. Urba will make reasonable efforts to maintain the intent and branding of the original content.

Mutual Approval Process

No campaign content will be published without mutual approval from both the Advertiser and Urba. Where applicable, Urba will provide the Advertiser with a creative proof for review prior to publication. The Advertiser will have a reasonable period (typically 48 hours) to approve or request changes. Failure to respond within the review period may result in Urba proceeding with publication at its discretion.

Urba also reserves the right to reject or decline to publish any campaign content that, in its sole judgment: (a) violates the terms of service or community guidelines of any social media platform on which Urba operates; (b) is misleading, deceptive, or contains unsubstantiated claims; (c) could expose Urba to legal liability, regulatory action, or reputational harm; (d) promotes illegal products or services; or (e) is otherwise inappropriate for Urba's audience. In such cases, Urba will notify the Advertiser and offer the opportunity to revise the content. If the content cannot be made compliant, the Advertiser may be entitled to a refund for the undelivered portion at Urba's discretion.

Up to two (2) rounds of revisions are included per deliverable; additional revisions may incur fees at Urba's then-current rates.

Platform Compliance

All content published through Urba must comply with the terms of service, community guidelines, advertising policies, and content policies of the social media platforms on which it is posted, including but not limited to Instagram (Meta), Facebook (Meta), TikTok, and any other platforms Urba may use. Urba will make commercially reasonable efforts to ensure compliance but is not liable for platform-initiated removals, restrictions, or penalties resulting from content provided by the Advertiser.

If a platform removes, restricts, or flags campaign content due to policy violations attributable to the Advertiser's submitted content (including but not limited to intellectual property claims, misleading advertising, or prohibited content), Urba is not obligated to re-post, provide a refund, or offer replacement deliverables.

Content Ownership & Copyright

By submitting content for a campaign, the Advertiser grants Urba a non-exclusive, royalty-free license to use, reproduce, modify, and distribute the submitted content for the purposes of fulfilling the campaign. This includes posting on Urba-operated social media accounts and related promotional activities. This license survives the completion of the campaign for archival and portfolio purposes.

The Advertiser represents, warrants, and guarantees that all content submitted to Urba is either: (a) originally created by the Advertiser; or (b) fully licensed for commercial use with all necessary rights, permissions, and releases obtained — including from any photographers, videographers, models, talent, music rights holders, or other third parties whose work or likeness appears in the content.

The Advertiser must not submit content that infringes upon the copyright, trademark, right of publicity, or any other intellectual property or proprietary right of any third party. Submitting content that the Advertiser does not own or does not have explicit rights to use constitutes a breach of these Terms.

Indemnification for Copyright Claims: The Advertiser agrees to indemnify, defend, and hold harmless Urba Inc., its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to any intellectual property infringement, copyright claim, or rights dispute connected to content submitted by the Advertiser. This indemnification survives the termination of the campaign and these Terms.

Ad Boosts & Paid Media

Where the Advertiser purchases ad boost services, Urba will allocate the specified budget toward paid social media advertising on the Advertiser's behalf. The management fee covers campaign setup, targeting, optimization, and reporting. Urba does not guarantee specific cost-per-result metrics. Unused ad spend will not be refunded unless the campaign was not executed.

Invoice Payment Terms

For campaigns purchased via invoice: payment is due within thirty (30) days of invoice issuance unless otherwise specified. Late payments will accrue interest at a rate of 5% per month. Urba reserves the right to suspend campaign services for overdue accounts. Payment of an invoice constitutes acceptance of these Terms of Service and the specific campaign terms contained therein.

Campaign Reporting

Urba will provide performance reporting for completed campaigns where metrics are available. Reports include data sourced from third-party platforms (Instagram, Facebook, TikTok, etc.) and are provided as-is. Urba is not responsible for discrepancies between platform-reported metrics and actual performance.

Payment Before Execution

Urba operates on a prepayment basis. No campaign work — including creative production, content scheduling, publishing, or any other deliverable — will commence until the applicable invoice or order has been paid in full. Urba does not offer post-service billing, deferred payment, or "pay after posting" arrangements. Campaign timelines begin only after payment is confirmed.

In cases where payment is made via invoice, the campaign will not be scheduled or executed until the invoice status is marked as paid. Any verbal or written requests to begin work prior to payment do not constitute authorization and will not be honored.

Advertiser Representations

The Advertiser represents and warrants that: (a) all content submitted for campaigns is owned by the Advertiser or the Advertiser has obtained all necessary rights, licenses, and permissions (see "Content Ownership & Copyright" above); (b) the content does not infringe upon any third-party intellectual property, privacy, publicity, or other rights; (c) the content complies with all applicable Canadian advertising laws and regulations, including the Canadian Code of Advertising Standards; (d) any claims made in the content are truthful, substantiated, and not misleading; and (e) the content is suitable for publication on social media platforms and complies with their respective policies.

5. Content Submission and Licensing (User-Generated Content)

By submitting any content to Urba — including but not limited to photographs, videos, text, and other creative materials (collectively, "User Content") — you agree to the following:

License Grant

You grant Urba an irrevocable, perpetual, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, display, perform, and create derivative works from your User Content in any media or format, whether now known or later developed, for any purpose related to Urba's business operations.

Duration and Survival

The license granted to Urba is perpetual and survives any subsequent transfer, sale, assignment, or licensing of the User Content by you to any third party. You acknowledge that once content has been published on social media or distributed through Urba's network, it may not be possible to fully retract. Urba will consider reasonable removal requests on a case-by-case basis, subject to applicable law.

Your Representations

By submitting User Content, you represent and warrant that:

• You are the owner of the User Content or have all necessary rights and permissions to grant this license
• The User Content does not infringe upon the intellectual property rights, privacy rights, or any other rights of any third party
• The User Content does not contain any material that is unlawful, defamatory, obscene, or otherwise objectionable

Use of Content

Urba may use your User Content across all of its platforms, social media accounts, advertising campaigns, promotional materials, and any other business purposes. Urba may credit you or display your content anonymously, in accordance with the preferences you indicate at the time of submission.

Moral Rights Waiver

To the extent permitted by applicable law, you waive any moral rights you may have in User Content submitted to Urba, including the right to be identified as the author and the right to object to modifications.

6. Intellectual Property

All content, features, and functionality of the Urba platform — including but not limited to text, graphics, logos, icons, images, software, and the design and arrangement thereof — are the exclusive property of Urba Inc. and are protected by Canadian and international copyright, trademark, and other intellectual property laws.

You may not reproduce, distribute, modify, create derivative works from, publicly display, or otherwise exploit any of Urba's intellectual property without our prior written consent.

7. Prohibited Conduct

When using our Services, you agree not to:

• Provide false or misleading information, or impersonate any person or entity
• Access or attempt to access any part of the Services through unauthorized means, including scraping, automated bots, or other data collection tools
• Submit content that is harmful, threatening, abusive, defamatory, obscene, or otherwise objectionable
• Interfere with or disrupt the operation of the Services, servers, or networks
• Circumvent or attempt to circumvent any security measures, rate limits, or access controls
• Use the Services for any illegal purpose or in violation of any applicable laws
• Engage in any activity that could damage, overburden, or impair the Services

8. Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, URBA DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Without limiting the foregoing, Urba does not warrant that the Services will be uninterrupted, error-free, or secure, or that any particular campaign results, follower counts, or engagement metrics will be achieved.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, URBA'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO URBA IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL URBA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER URBA WAS ADVISED OF THE POSSIBILITY THEREOF.

10. Indemnification

You agree to indemnify, defend, and hold harmless Urba Inc., its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or in connection with your use of the Services, your User Content, or your violation of these Terms.

11. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.

In the event of any dispute arising out of or relating to these Terms, the parties agree to first attempt to resolve the matter through good faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days, either party may submit the dispute to the exclusive jurisdiction of the courts of the Province of Alberta.

12. Severability and Entire Agreement

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Urba regarding your use of the Services. In the event of a conflict between these Terms and any specific campaign Insertion Order terms, the Insertion Order terms shall prevail.

13. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make changes, we will update the "Last updated" date at the top of this page. Your continued use of the Services after any changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

14. Contact Us

If you have any questions about these Terms of Service, please contact us:

Urba Inc.

Email: hello@urba.media

Website: urba.media/contact