Contract Terms

1. Introduction and Agreement Structure.

These Terms and Conditions (the “Agreement”) constitute a legally binding agreement between the Company and the Client.

With respect to services that are ordered through an online order form, including but not limited to the Expert Marketing-Check, Managed Marketing Capacity, and any other service designated by the Company as orderable through an online order form, this Agreement shall become legally binding upon the earlier of: (i) the Client’s submission of a binding order through the Company’s website or ordering interface, where such submission is designated as a binding order; or (ii) the Company’s issuance of an order confirmation, acceptance email, invoice, or other written confirmation stating or reasonably confirming that the order has been accepted.

With respect to all other services, this Agreement shall become legally binding upon the earlier of: (i) the Client’s written approval of a proposal, quotation, or Statement of Work (“SOW”); (ii) the Company’s issuance of an order confirmation, acceptance email, invoice, or other written confirmation stating or reasonably confirming that the order has been accepted; or (iii) the Client’s instruction to the Company to proceed with the services.

For the avoidance of doubt, the formation of this Agreement is not conditioned upon any payment. Payment obligations arise independently as set forth in this Agreement.

The parties expressly acknowledge that this Agreement is entered into by sophisticated commercial entities in an arm’s-length transaction. Each party represents that it has had a full and fair opportunity to consult with independent legal counsel and fully understands the legal consequences of this Agreement.

This Agreement is intended exclusively for business clients acting for commercial or professional purposes and not as consumers. Nothing in this Agreement excludes or limits any right or remedy that cannot lawfully be excluded or limited under applicable Canadian law. No third party shall have any rights, benefits, or claims under this Agreement, and this Agreement is intended solely for the benefit of the parties.

The Client expressly acknowledges that it has had a reasonable opportunity to review this Agreement prior to entering into it, and that submission of a binding order, written approval, instruction to proceed, or receipt of an order confirmation may create a legally binding agreement under these Terms.

1A. Definitions.

For purposes of this Agreement:

“Business Day” means a day other than Saturday, Sunday, or a statutory holiday in Ontario.

“Client Materials” means all information, content, data, claims, credentials, trademarks, images, recordings, instructions, approvals, and other materials supplied or made available by or on behalf of the Client.

“Deliverables” means only the final work product expressly identified as deliverable in the applicable SOW, order confirmation, or Service-Specific Terms.

“Services” means the services expressly identified in an applicable SOW, order form, service description, order confirmation, invoice, or Service-Specific Terms.

“Third-Party Costs” means advertising spend, software fees, platform fees, hosting fees, domain fees, licensed assets, printing, shipping, subcontractor charges, AI platform usage fees, and other external costs not expressly included in the Company’s service fees.

All references to “including” or “includes” mean “including without limitation” or “includes without limitation.”

1B. Currency and Taxes.

Unless expressly stated otherwise in writing, all monetary amounts are stated in Canadian dollars. All fees are exclusive of applicable GST, HST, provincial sales taxes, withholding taxes, duties, levies, and similar governmental charges.

The Client is responsible for all applicable taxes other than taxes imposed on the Company’s net income. If the Client is required by law to withhold or deduct an amount from a payment, the Client shall provide the Company with the applicable official receipt or other legally sufficient evidence of the withholding or deduction.

1C. Authority and Independent Legal Advice.

Each person accepting this Agreement on behalf of a party represents that the person has authority to bind that party. Each party acknowledges that it has had a reasonable opportunity to obtain independent legal, tax, financial, and other professional advice before entering into this Agreement.

Service-Specific Terms; Hierarchy; Integration.

The Company may provide certain services, subscriptions, recurring service models, retainers, audits, consulting engagements, capacity-based services, or specialized offerings that are governed by additional service-specific terms, conditions, policies, order forms, subscription terms, Statements of Work (“SOWs”), or supplemental agreements (“Service-Specific Terms”).

Such Service-Specific Terms are hereby expressly incorporated into this Agreement by reference and shall form an integral and inseparable part of the contractual relationship between the Company and the Client.

The Client expressly acknowledges and agrees that acceptance of any Service-Specific Terms shall also constitute acceptance of this Agreement, and acceptance of this Agreement shall likewise apply to any applicable Service-Specific Terms.

This Agreement and all applicable Service-Specific Terms shall be interpreted together as one integrated contractual framework.

In the event of any conflict, inconsistency, or discrepancy between this Agreement and any applicable Service-Specific Terms, the applicable Service-Specific Terms shall prevail solely with respect to the specific service, subscription, or offering to which they apply, and only to the extent of such conflict.

In all other respects, this Agreement shall remain fully enforceable, controlling, and applicable to the relationship between the parties.

1E. Electronic Acceptance; Conclusive Effect.

The Client acknowledges that acceptance of this Agreement may occur electronically, including by submitting a binding order form, clicking an acceptance checkbox, or providing written approval via electronic communication.

Such electronic acceptance may constitute a legally binding agreement and electronic signature in accordance with applicable law and shall be admissible as evidence of the Client’s intention to be legally bound.

1F. Conspicuous Notice; Opportunity to Review.

The Client expressly acknowledges that all applicable terms were presented in a clear and conspicuous manner, including by hyperlink or direct display, prior to acceptance.

The Client had a reasonable opportunity to access, review, and understand such terms before entering into the Agreement.

1G. Continuing Services; Recurring Capacity Models; Operational Flexibility.

Certain services offered by the Company may operate on a recurring, subscription-based, retainer-based, or capacity-based service model.

For such services, the Client expressly acknowledges and agrees that: (i) services may be provided on a commercially reasonable efforts basis; (ii) work allocation, prioritization, scheduling, staffing, resource allocation, and operational execution remain within the Company’s reasonable discretion; (iii) purchased capacity, service availability, or recurring access does not constitute a guarantee of unlimited work, dedicated personnel, fixed deliverables, immediate execution, or specific turnaround times; and (iv) additional service-specific operational rules may apply through applicable Service-Specific Terms.

2. Scope of Services and Limitations.

Services shall be limited strictly to those expressly defined in a SOW, order form, service description, order confirmation, invoice, or applicable Service-Specific Terms. No implied obligations exist.

All services are performed on a commercially reasonable efforts basis. The Company has no obligation to maximize performance, achieve specific outcomes, ensure profitability, provide unlimited work, provide dedicated personnel, or complete any work not expressly agreed in writing.

External factors, including but not limited to market conditions, platform algorithms, third-party systems, client cooperation, technological limitations, legal restrictions, advertising policies, software limitations, data quality, and client-side delays, are beyond the Company’s control and may materially affect results. Failure to achieve any result shall not constitute breach.

3. Statements of Work; Orders; Authority; Binding Effect.

Any binding online order submitted by the Client for services designated as orderable through an online order form, including but not limited to the Expert Marketing-Check, Managed Marketing Capacity, and any comparable service, shall constitute a binding offer by the Client to enter into this Agreement under the terms set forth herein.

Where the applicable order page or order form expressly states that submission constitutes a binding order, the Agreement shall become legally binding immediately upon submission by the Client, without the need for any further act, signature, or payment.

Where no such designation is made, the Company may accept the Client’s order by issuing an order confirmation, acceptance email, invoice, or other written communication stating or reasonably confirming that the order has been accepted, at which point the Agreement shall become legally binding.

For services provided through proposals, quotations, or Statements of Work (“SOWs”), any written approval by the Client, including approval by email or other electronic communication, or any instruction to proceed with the services, shall constitute binding acceptance of the applicable proposal, quotation, or SOW and incorporation of this Agreement.

The Client expressly acknowledges and agrees that any person submitting an order, approving a proposal or SOW, accepting an invoice, approving a service-specific order, or otherwise communicating acceptance on behalf of the Client shall be deemed to have full authority to bind the Client contractually.

The Client assumes all risks associated with internal authorization, including but not limited to lack of authority, internal approval requirements, or internal miscommunication, and expressly waives any defense based on such grounds.

Company confirmations, including but not limited to order confirmations, invoices, acceptance emails, delivery notices, service activation notices, renewal notices, replenishment notices, and related communications, shall constitute prima facie evidence of the agreed scope, pricing, service structure, and terms unless the Client provides a specific written objection within five (5) business days after receipt, or within any shorter period expressly stated in applicable Service-Specific Terms.

4. Fees, Payment Obligations, Recurring Services, Deposits, and Enforcement.

All fees, recurring charges, subscription fees, retainers, deposits, replenishment invoices, and payment obligations shall be due and payable as specified in the applicable order form, service description, proposal, Statement of Work (“SOW”), invoice, order confirmation, subscription terms, or applicable Service-Specific Terms.

Unless otherwise expressly agreed in writing, all invoices shall be due within seven (7) calendar days after the invoice date.

For recurring services, subscription services, retainers, or capacity-based service models, the applicable recurring fees shall be invoiced in advance unless expressly agreed otherwise in writing.

For the Expert Marketing-Check and any comparable service designated by the Company, the Client shall pay a non-refundable advance payment in the amount specified in the applicable service description, order form, invoice, or Service-Specific Terms.

Such payment obligations shall become due upon the earlier of: (i) submission of a binding order by the Client; (ii) written approval; (iii) instruction to proceed; or (iv) issuance of an order confirmation, invoice, or payment request by the Company.

The parties expressly agree that the formation of this Agreement is not conditioned upon payment. Payment obligations arise independently from contract formation as set forth in this Agreement.

The Company shall have no obligation to commence work, reserve resources, allocate staffing, maintain service availability, continue performance, or provide ongoing access unless payment has been received in cleared funds.

If payment is not received when due, the Company may, acting reasonably and, where permitted by applicable law, without further notice: (i) suspend services; (ii) pause work; (iii) terminate the Agreement; (iv) revoke access; (v) refuse further performance; (vi) reallocate internal resources; (vii) accelerate outstanding balances; and/or (viii) pursue any legal or equitable remedy available under applicable law.

Overdue amounts shall bear interest at twelve percent (12%) per annum, calculated daily and not in advance, or the maximum rate permitted by applicable law, whichever is lower. The Client shall reimburse the Company for reasonable and documented collection costs and legal expenses incurred in recovering undisputed overdue amounts, to the extent permitted by applicable law.

All deposits, retainers, recurring fees, subscription payments, replenishment invoices, and advance payments shall be non-refundable once due, except to the extent expressly required by applicable non-waivable law.

Upon breach, including non-payment, all outstanding amounts, accrued obligations, replenishment invoices, recurring fees, and future payment obligations permitted by applicable law shall become immediately due and payable.

4A. Chargeback Waiver and Enforcement.

The Client agrees not to initiate any chargeback, reversal, or payment dispute except where required by applicable law or in cases of demonstrable fraud.

Any improper chargeback or payment dispute constitutes a material breach of this Agreement. The Client shall be liable for all resulting damages, costs, and expenses, including but not limited to reasonable legal fees, administrative fees, payment processor penalties, collection costs, arbitration costs, recovery costs, and internal administrative expenses.

The Client further agrees that any attempt to reverse a validly agreed payment without legal basis shall be considered a bad faith action and may be pursued to the fullest extent permitted by law.

4B. No Automatic Cancellation; Survival of Payment Obligations.

The Client acknowledges and agrees that any failure or refusal to make required payments when due shall not constitute a cancellation, rescission, or termination of this Agreement by the Client.

Non-payment shall not release the Client from any contractual obligations, including the obligation to pay the full agreed fees, recurring fees, replenishment invoices, or future committed amounts permitted by law.

The Company shall have the right, acting reasonably, to (i) enforce this Agreement and demand full payment, (ii) suspend or refuse performance, (iii) terminate the Agreement for material breach, and/or (iv) pursue any and all legal and equitable remedies available under applicable law.

All payment obligations, accrued damages, and cost recovery rights shall survive any suspension, termination, or expiration of this Agreement to the fullest extent permitted by law.

4C. Automatic Replenishment Authorization.

Where expressly authorized by the Client through an applicable order form, subscription agreement, Service-Specific Terms, or other written authorization, the Company may issue additional replenishment invoices, recurring invoices, or supplemental capacity invoices where purchased service capacity, workload allocation, or operational usage materially exceeds the remaining available allocation.

The Client acknowledges and agrees that such replenishment mechanisms may operate automatically in accordance with the applicable Service-Specific Terms.

Where the Client has expressly authorized automatic replenishment in advance and the replenishment amount or calculation method has been disclosed, the Company may issue replenishment invoices in accordance with the applicable Service-Specific Terms. Silence alone shall not create a new replenishment authorization.

Unless expressly agreed otherwise in writing, the Company shall not automatically charge payment cards or payment processors without separate authorization.

All replenishment amounts, supplemental invoices, recurring fees, and related payment obligations shall remain fully enforceable under this Agreement.

5. Client Representations, Warranties, and Compliance Obligations.

The Client represents that all materials are lawful and compliant with all applicable laws, including the Competition Act (Canada), applicable advertising and marketing laws, privacy laws, intellectual property laws, anti-spam laws, and platform rules, and that all claims are truthful, substantiated, and not false or misleading in a material respect.

The Client assumes sole responsibility for legal compliance. The Company provides no legal review, legal advice, tax advice, financial advice, regulatory advice, privacy compliance review, accessibility compliance review, or industry-specific compliance review unless expressly agreed in writing.

6. Review, Acceptance, and Allocation of Responsibility.

Unless a different review or objection period is stated in applicable Service-Specific Terms, an order confirmation, or a SOW, the Client shall review deliverables promptly and provide any specific written objection within five (5) business days after delivery. Failure to object within that period may constitute acceptance, subject to applicable law and latent defects that could not reasonably have been identified during the review period.

The Client assumes full responsibility upon acceptance and waives any claim based on lack of review, misunderstanding, internal disagreement, subjective dissatisfaction, or failure to involve internal stakeholders.

7. Intellectual Property and License Restrictions.

Ownership remains with the Company until full payment. Licenses terminate automatically upon breach or non-payment.

Unless expressly agreed otherwise in writing, all drafts, concepts, frameworks, methods, processes, templates, strategies, source files, editable files, internal documents, working files, and proprietary know-how remain the property of the Company.

Upon full payment, the Client receives only the license or rights expressly granted in the applicable SOW, order confirmation, Service-Specific Terms, or written agreement.

No licence or ownership right in any Deliverable arises before the Company has received full payment of all amounts owing for that Deliverable and the related Services. Partial payment does not create a partial licence or partial transfer of ownership.

Unless an applicable SOW expressly provides for an assignment, the Client receives, upon full payment, a non-exclusive, worldwide, perpetual licence to use the final Deliverables for the Client’s internal business and ordinary commercial purposes. The Client may not resell, sublicense, distribute as a template, or commercially exploit the Company’s methods, frameworks, source files, reusable components, or proprietary know-how.

If the Agreement is suspended or terminated before completion, the Client receives no right to unfinished drafts, working files, source files, or incomplete Deliverables unless the Company expressly agrees otherwise in writing and all applicable fees are paid.

7A. Portfolio and Attribution Rights.

Unless the Client gives the Company written notice before public launch that a particular engagement is confidential, the Company may identify the Client by name and logo and may display publicly available final Deliverables in the Company’s portfolio, case studies, proposals, award submissions, social media, and marketing materials.

The Company shall not disclose the Client’s non-public confidential information, campaign data, financial information, customer information, access credentials, or unpublished strategy without the Client’s prior written consent.

7B. Domains, Hosting, Platforms, and Technical Assets.

Domains, hosting accounts, advertising accounts, analytics accounts, social media accounts, and similar assets should, where commercially practical, be registered in the Client’s name and under Client-controlled credentials.

Where the Company registers, purchases, or administers an asset on the Client’s behalf, transfer or release of that asset is subject to full payment of all related fees, Third-Party Costs, transfer charges, and outstanding amounts. The Company does not warrant uninterrupted hosting, domain availability, plugin compatibility, software compatibility, cybersecurity, malware prevention, accessibility compliance, or continued support by third-party providers.

The Client is responsible for maintaining current backups, administrator access, renewal information, and independent business continuity arrangements unless an applicable SOW expressly assigns a specific responsibility to the Company.

8. Third-Party Services and System Dependencies.

No warranties are provided for third-party services, including recommended platforms. The Client assumes all risks associated with such dependencies.

The Company shall not be liable for failures, restrictions, outages, suspensions, algorithm changes, policy changes, pricing changes, account issues, data inaccuracies, security incidents, platform limitations, or performance changes caused by third-party systems, providers, platforms, tools, software, hosting, payment processors, search engines, advertising platforms, analytics tools, social platforms, plugins, APIs, AI tools, or website systems.

8A. Artificial Intelligence and Automated Tools.

The Company may use third-party artificial intelligence, machine-learning, automation, transcription, analytics, design, coding, research, or content-assistance tools in performing the Services where the Company considers their use commercially appropriate.

AI-assisted output may contain errors, omissions, bias, inaccuracies, or material generated from incomplete or unreliable sources. The Company does not warrant that AI-assisted output is unique, error-free, non-infringing, suitable for a regulated purpose, or accepted by any platform, search engine, or third party.

The Client remains responsible for reviewing and approving all final claims, factual statements, pricing, legal notices, regulated content, medical or financial statements, and other high-risk content before publication or use. AI-assisted output does not constitute legal, tax, medical, financial, or regulatory advice.

The Company will not knowingly submit Client confidential information or personal information to a third-party AI system in a manner inconsistent with the Company’s applicable privacy obligations or the parties’ written instructions.

8B. Search Engines, Listings, Plugins, and Platform Changes.

Search engines, advertising platforms, social platforms, app stores, hosting providers, website software, WordPress, themes, plugins, APIs, AI platforms, and business-listing services may change their algorithms, policies, functionality, eligibility requirements, pricing, or technical standards without notice.

The Company does not control and cannot guarantee indexing, rankings, listing approval, continued listing availability, advertising approval, account access, plugin compatibility, platform availability, or protection from suspension, restriction, deactivation, or removal by a third party.

9. Advertising Spend and Campaign Responsibility.

The Client authorizes campaign management but retains full financial responsibility for all advertising spend, media spend, platform charges, campaign budgets, and associated risks.

The Company shall not be liable for any advertising performance, inefficiencies, financial losses, platform disapprovals, account restrictions, rejected ads, increased costs, auction changes, or results affected by third-party advertising platforms.

10. No Reliance; Integration of Agreement.

The Client acknowledges no reliance on any statements outside this Agreement, applicable Service-Specific Terms, accepted SOWs, order confirmations, or written agreements signed or confirmed by the Company, which supersede all prior communications and representations.

10A. Comprehensive No Reliance.

The Client expressly acknowledges that it has not relied on any statements, representations, promises, projections, or guarantees not expressly set forth in this Agreement.

This includes, without limitation, any statements made in sales calls, emails, presentations, marketing materials, landing pages, case studies, explanatory examples, social media content, website copy, informal communications, or pre-contract communications.

Any such statements are hereby expressly disclaimed and shall have no legal effect.

10B. No Misrepresentation; Independent Evaluation.

The Client acknowledges that all marketing, sales, and explanatory materials were provided for informational purposes only.

The Client confirms that it conducted its own independent evaluation of the Services and did not rely on any perceived guarantees, implied outcomes, marketing interpretations, assumptions, or expectations not expressly confirmed in writing by the Company.

The Client acknowledges that it has not identified any representation on which it relies other than those expressly set out in the applicable contractual documents. Nothing in this clause excludes liability for fraud, fraudulent misrepresentation, or any liability that cannot lawfully be excluded.

11. Strategic Recommendations and Business Decisions.

All recommendations are provided without guarantee and may be based on incomplete or third-party information. The Client assumes all risk for decisions made.

The Client remains solely responsible for evaluating, accepting, rejecting, implementing, modifying, delaying, or discontinuing any recommendation, strategy, work product, or marketing measure.

11A. Confidentiality.

Each party shall protect the other party’s non-public business, technical, financial, strategic, customer, security, and operational information that is disclosed in connection with the Services and that is identified as confidential or would reasonably be understood to be confidential (“Confidential Information”).

A receiving party may use Confidential Information only for performing or receiving the Services and may disclose it only to personnel, professional advisers, subcontractors, and service providers who need access for that purpose and are subject to confidentiality obligations.

Confidential Information does not include information that the receiving party can demonstrate: (i) is or becomes public without breach of this Agreement; (ii) was lawfully known without restriction before disclosure; (iii) is received lawfully from a third party without confidentiality obligation; or (iv) is independently developed without use of the disclosing party’s Confidential Information.

A party may disclose Confidential Information where required by law, court order, or regulatory authority, provided that the party gives prior notice where legally permitted and reasonably cooperates in seeking protective treatment.

11B. Limited Non-Solicitation.

During the term of an active engagement and for twelve (12) months afterward, neither party shall knowingly solicit for employment or direct engagement an employee or individual subcontractor of the other party who was materially involved in the Services and with whom the soliciting party had direct contact through the engagement.

This restriction does not apply to general advertising, public job postings, recruitment not specifically directed at the relevant person, or a person who independently approaches the other party without targeted solicitation. This section applies only to the extent permitted by applicable law.

12. Data Security, Privacy, and Regulatory Risk.

The Company shall not be liable for data breaches, cyber incidents, unauthorized access, tracking errors, cookie issues, consent failures, regulatory penalties, or privacy compliance failures under the Personal Information Protection and Electronic Documents Act (Canada), applicable provincial privacy legislation, Canada’s Anti-Spam Legislation, the GDPR where applicable, or similar laws, except to the extent liability cannot lawfully be excluded.

The Client remains solely responsible for the lawfulness of its data, customer lists, lead data, consent records, tracking systems, privacy policies, cookie banners, marketing communications, and business practices.

12A. Privacy Roles, Electronic Marketing, and Client Instructions.

Unless the parties expressly agree otherwise in writing, the Client determines the purposes for which Client personal information is collected, used, or disclosed and remains responsible for the legality of those purposes, the adequacy of required notices and consents, and the lawfulness of Client instructions.

Where the Company processes personal information solely on the Client’s documented instructions, the Company will use commercially reasonable safeguards appropriate to the nature of the information and the Services. Any additional privacy, security, data-residency, breach-notification, or data-processing obligations must be stated in a separate written data-processing agreement or SOW.

The Client is responsible for ensuring that commercial electronic messages, contact lists, consent records, sender identification, and unsubscribe mechanisms comply with Canada’s Anti-Spam Legislation and other applicable laws. The Company does not independently verify the legal status of each recipient, consent record, or mailing list unless expressly engaged to do so in writing.

13. Limitation of Liability; Exclusive Remedy; Risk Allocation.

To the fullest extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, revenue, business interruption, reputational harm, loss of data, loss of goodwill, lost opportunities, advertising losses, marketing inefficiencies, or dependency-related business damages.

This exclusion of damages is independent and applies regardless of legal theory.

Except for liability that cannot lawfully be limited, the total aggregate liability of the Company for all claims collectively arising out of or related to this Agreement shall not exceed the greater of (i) the fees actually paid to the Company under the affected engagement during the three (3) months immediately preceding the event giving rise to the first claim, or (ii) $1,000.

This limitation applies regardless of the number of claims, claimants, services, invoices, orders, statements of work, theories of liability, or alleged breaches, and notwithstanding any failure of essential purpose.

13A. Essential Basis of Bargain.

The Client acknowledges that the limitations of liability, disclaimers, pricing, non-refundability, payment obligations, arbitration terms, service limitations, no-guarantee provisions, and risk allocations set forth in this Agreement are a fundamental basis of the bargain between the parties.

The Client agrees that the pricing of the Services reflects these limitations and that the Company would not enter into this Agreement without them.

14. Indemnification and Immediate Reimbursement.

The Client shall indemnify, defend, and hold harmless the Company from any and all claims arising out of or relating to Client materials, advertising, legal violations, regulatory violations, privacy violations, intellectual property claims, third-party claims, platform violations, business decisions, misuse of services, or breach of this Agreement or applicable Service-Specific Terms.

The Client shall reimburse the Company for reasonable and documented costs, damages, settlements, fines, penalties, legal expenses, arbitration expenses, collection expenses, or administrative expenses incurred, to the extent recoverable under applicable law. The Company may control the defence and settlement, acting reasonably and subject to the Client’s reasonable cooperation.

15. Force Majeure.

Force Majeure Events include, without limitation, acts of God, natural disasters, cyber incidents, regulatory changes, labour disputes, illness, pandemics, supply interruptions, governmental action, war, civil unrest, payment processor failures, internet outages, power outages, software failures, and material failures or outages affecting third-party infrastructure or providers such as hosting companies, cloud providers, content delivery networks, search engines, advertising platforms, payment services, communications providers, and AI platforms, including services operated by Google, Microsoft, Amazon Web Services, Cloudflare, OpenAI, or comparable providers.

The Client acknowledges that digital services depend on third-party systems, and any disruption thereof constitutes Force Majeure.

Such events suspend affected obligations, extend applicable timelines, and do not constitute breach for the duration of the event. The Company will use commercially reasonable efforts to mitigate material effects where reasonably practicable and to resume affected performance when reasonably possible.

16. Termination and Acceleration.

The Company may terminate immediately. The Client may terminate only as permitted under this Agreement, the applicable SOW, order confirmation, or Service-Specific Terms; however, no refunds shall be provided and all obligations remain due, except where expressly required by applicable non-waivable law.

Upon termination, breach, non-payment, improper chargeback, refusal to cooperate, abusive conduct, or anticipatory refusal to pay, all outstanding amounts and all future committed amounts permitted by applicable law shall become immediately due and payable.

17. Independent Contractor; No Agency.

No agency, employment, partnership, joint venture, fiduciary, franchise, staff leasing, or employee-like relationship exists. The Company has no authority to bind the Client, and the Client has no authority to direct or control the Company’s internal operations, staffing, scheduling, methods, processes, subcontractors, or professional judgment.

17A. Sanctions, Export Controls, and Lawful Use.

Each party shall comply with economic sanctions, export-control laws, and trade restrictions applicable to that party and the Services. The Client shall not use the Services for unlawful activity or require the Company to provide Services to a prohibited person, prohibited entity, sanctioned territory, or prohibited end use.

The Company may suspend or decline performance where it reasonably believes that performance would violate applicable sanctions, export controls, anti-money-laundering requirements, or other applicable law.

18. No Dependency; Limitation of Business Damages.

The Company shall not be liable for dependency-related damages, including business interruption, operational disruption, lost profits, lost opportunities, reputational damage, loss of access, or client-side business delays.

The Client acknowledges that it is responsible for maintaining independent business continuity, internal decision-making, platform access, backups, legal compliance, and operational alternatives.

19. Communications; Evidentiary Effect.

Electronic communications and records may be relied upon and admitted as evidence to the extent permitted by applicable law. Their authenticity, accuracy, and evidentiary weight remain subject to applicable law.

This includes emails, form submissions, order confirmations, invoices, timestamps, checkbox confirmations, IP address records, user-agent records, payment confirmations, project management logs, ticket records, internal time records, chat messages, and related electronic records.

19A. Evidence of Acceptance.

Electronic records, including but not limited to form submissions, timestamps, IP address logs, checkbox confirmations, payment confirmations, invoices, and communications, may constitute evidence of acceptance of this Agreement, subject to applicable law.

19B. Commercial Sophistication; B2B Allocation of Risk.

The parties expressly acknowledge and agree that this Agreement governs a commercial business-to-business relationship negotiated and entered into between sophisticated commercial entities.

The parties further acknowledge that the pricing, service structure, liability limitations, disclaimers, arbitration provisions, payment obligations, evidence provisions, chargeback restrictions, and allocation of operational risk contained in this Agreement constitute material and essential terms of the contractual bargain.

20. Dispute Resolution; Arbitration; Governing Law.

This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Before commencing arbitration or court proceedings, a party shall provide written notice of the dispute and allow thirty (30) days for good-faith efforts to resolve it, except where urgent injunctive or protective relief is reasonably required.

Any dispute arising out of or relating to this Agreement that the parties cannot resolve through good-faith discussions shall be referred to confidential binding arbitration seated in Ontario under the Arbitration Act, 1991 (Ontario), unless the parties agree otherwise in writing or applicable law requires a different forum.

The arbitration shall be conducted by one arbitrator appointed by agreement of the parties. If the parties cannot agree on an arbitrator within fifteen (15) days after a written request for arbitration, either party may apply to the Ontario Superior Court of Justice for an appointment in accordance with applicable law.

The arbitration shall be conducted in English. The arbitrator may award remedies available under applicable law and may allocate reasonable legal fees and arbitration costs as permitted by law.

The Company may seek interim, injunctive, or equitable relief from a court of competent jurisdiction in Ontario to protect intellectual property, confidential information, payment rights, or other rights requiring urgent protection.

20A. Class Action Waiver.

To the extent permitted by applicable law, each party agrees that any arbitration shall proceed only on an individual basis and not as a class, collective, consolidated, mass, or representative proceeding.

The arbitrator shall not consolidate claims or conduct a class, collective, consolidated, mass, or representative proceeding except where required by applicable law or agreed in writing by all affected parties.

20B. Court Proceedings.

Where a dispute is not subject to arbitration or where court proceedings are required by applicable law, the parties attorn to the exclusive jurisdiction of the courts of Ontario, subject to any mandatory jurisdictional rule.

21. Assignment.

The Client may not assign, transfer, delegate, or otherwise convey this Agreement, whether directly or indirectly, including by merger, sale of assets, change of control, operation of law, restructuring, or transfer of business operations, without the prior written consent of the Company.

The Company may assign this Agreement in connection with restructuring, merger, acquisition, sale of assets, operational reorganization, affiliate transfer, or business succession.

22. Severability and Judicial Modification.

Any invalid or unenforceable provision shall be interpreted or modified only to the minimum extent necessary to make it enforceable while preserving its original commercial intent, to the extent permitted by applicable law.

If modification is not permitted, the unenforceable provision shall be severed, and all remaining provisions shall remain fully enforceable.

23. Survival of Obligations.

All provisions relating to accrued payment obligations, replenishment obligations, confidentiality, intellectual property, portfolio restrictions, privacy, indemnification, liability limitations, dispute resolution, arbitration, evidence, no reliance, governing law, and enforcement shall survive termination for the period reasonably necessary to give them effect, and indefinitely where their nature or applicable law requires.

24. Modifications and Notice.

Any modification of this Agreement by the Company shall become effective upon written notice to the Client for future services, future orders, future renewals, future replenishments, future recurring service periods, or future Statements of Work, unless a later effective date is expressly stated in such notice.

No modification shall retroactively alter rights or obligations already accrued under an existing binding order, accepted SOW, existing service engagement, issued invoice, replenishment invoice, or accrued payment obligation unless expressly agreed in writing by the Company.

24A. Notices.

Notices under this Agreement shall be in writing and delivered by email to the most recent business email address provided by the receiving party, or by courier or registered mail to the most recent business address provided by that party.

An email notice is deemed received on the first Business Day after transmission, provided that the sender does not receive an automated delivery-failure notice. A courier or registered-mail notice is deemed received on the date shown in the delivery record.

A party shall promptly notify the other party of changes to its notice information. Routine project communications, task submissions, approvals, and operational messages may be sent through the communication methods ordinarily used for the engagement.

25. Waiver.

Waiver applies only to specific instances and does not affect future enforcement.

No delay, failure to enforce, partial enforcement, acceptance of payment, continued cooperation, or informal communication shall constitute a waiver of any right unless expressly stated in writing by the Company.

26. Cumulative Remedies.

All remedies are cumulative and independently enforceable.

The Company may pursue contractual, equitable, statutory, arbitral, collection, injunctive, and other remedies concurrently or successively to the maximum extent permitted by law.

27. Entire Agreement; Priority of Documents.

This Agreement supersedes all prior communications, discussions, negotiations, marketing materials, sales statements, and representations, whether oral or written, except as expressly incorporated herein.

In the event of any conflict, inconsistency, or discrepancy among the contractual documents, the order of priority shall be as follows: (i) the applicable Statement of Work (“SOW”) or order confirmation, solely with respect to scope, pricing, and service-specific commercial terms expressly stated therein; (ii) any applicable Service-Specific Terms, solely with respect to the specific service to which they apply; (iii) this Agreement; and (iv) all other communications.

No informal communication, course of dealing, course of performance, sales conversation, marketing statement, support message, invoice note, or operational communication shall modify the priority of documents unless expressly confirmed in writing by the Company.

28. Limitation Period for Claims.

Any claim must be commenced within the limitation period prescribed by the Limitations Act, 2002 (Ontario), or any other mandatory limitation period applicable to the claim. Nothing in this Agreement is intended to vary a limitation period except where a valid business agreement may lawfully do so.

29. Interpretation and Construction.

This Agreement shall not be construed against the Company as drafter. The parties agree that the language of this Agreement shall be interpreted fairly and not strictly for or against either party.

Headings are for convenience only and shall not affect interpretation.

29A. Governing Language.

The parties confirm that they wish this Agreement and all related contractual documents to be drafted in English. If a translation is provided, the English-language version shall govern to the extent of any inconsistency, except where applicable law requires otherwise.

30. Sales Communications; No Reliance; Acknowledgment.

The Client acknowledges that it may have engaged in pre-contract discussions, presentations, or communications with the Company (“Pre-Contract Communications”).

The Client agrees that all statements, examples, projections, or estimates provided during such communications were for illustrative purposes only and do not constitute guarantees, warranties, binding commitments, fixed deliverables, or promises of results.

The Client further acknowledges that no specific results, performance outcomes, revenue levels, leads, rankings, conversion rates, or business metrics have been promised or guaranteed.

The Client agrees that it has made its decision independently and without reliance on any statements not expressly set forth in this Agreement, applicable Service-Specific Terms, order confirmations, or accepted SOWs.

The Client further agrees that submission of a binding order, execution of a SOW, written approval, instruction to proceed, receipt of an order confirmation from the Company, acceptance of Service-Specific Terms, or payment of an invoice may constitute evidence of acceptance of this clause, subject to applicable law.

30A. Marketing Interpretation; No Performance Guarantees.

The Client acknowledges that all marketing statements, examples, case studies, illustrative materials, projections, comparisons, and explanatory scenarios are not guarantees of performance and shall not be interpreted as such.

No marketing statement, example, case study, projection, comparison, or explanatory scenario shall constitute a guarantee, warranty, fixed commitment, unlimited service promise, or promise of results unless expressly stated in a written agreement signed or confirmed by the Company. Nothing in this clause excludes liability for a representation that cannot lawfully be excluded under applicable law.