Terms and Conditions

Last updated: August 1, 2026

These Terms and Conditions (“Terms”) govern access to and use of the smokybrands-marketing.ca website (“Website”) and the online information, materials, features, communications, and services made available through the Website (collectively, the “Website Services”).

These Terms are between Smokybrands Marketing Agency Inc., a corporation incorporated under the laws of the Province of Ontario, Canada (“Smokybrands”, “Company”, “we”, “us” or “our”), and each person or entity that accesses or uses the Website or Website Services (“User”, “you” or “your”).

If you access or use the Website or Website Services on behalf of a corporation, partnership, organization, or other legal entity, you represent and warrant that you have authority to bind that entity. In that case, “you” and “your” refer to that entity.

By accessing or using the Website or Website Services after having a reasonable opportunity to review these Terms, you agree to comply with them. If you do not agree, you must discontinue use of the Website and Website Services.

The professional marketing, consulting, advertising, design, development, analytics, and related services offered by Smokybrands are intended for clients acting for business, commercial, institutional, governmental, or professional purposes. A separate written agreement may apply to any paid engagement.

1. Scope of these Terms

These Terms apply to the public Website and Website Services. They do not, by themselves, define the complete scope, price, timetable, ownership terms, support obligations, or other commercial terms of a paid client engagement.

Access to a particular Website feature or Service may also be subject to an order form, proposal, statement of work, service agreement, Contract Terms, service-specific terms, privacy notice, or other written terms expressly identified as applicable.

No person acquires a right to receive professional services merely by visiting the Website, submitting an inquiry, requesting a proposal, or receiving preliminary information.

2. Business use and authority

Paid professional services are offered to persons and entities acting for business, commercial, institutional, governmental, or professional purposes and not primarily for personal, family, or household purposes.

Each person who requests, orders, approves, or directs Services on behalf of an organization represents and warrants that the person has authority to act for and bind that organization in relation to the relevant request or agreement.

Nothing in these Terms excludes or limits a right or remedy that cannot lawfully be excluded or limited.

3. Paid services and contractual hierarchy

Paid services are subject to the specific written contractual documents applicable to the engagement. Those documents may include a signed service agreement, statement of work (“SOW”), proposal, order confirmation, Contract Terms, service-specific terms, invoice, change order, or other written confirmation.

Unless the applicable signed agreement expressly establishes a different hierarchy, inconsistencies will be resolved in the following order of priority:

1. A signed service agreement or signed SOW.
2. A written change order or amendment signed or expressly accepted by both parties.
3. Service-specific terms expressly identified as applying to the engagement.
4. The Company’s Contract Terms expressly incorporated into the engagement.
5. The applicable proposal or order confirmation.
6. These Terms.
7. The Acceptable Use Policy.

A higher-priority document prevails only to the extent of an actual inconsistency. All documents should otherwise be interpreted together.

Oral discussions, preliminary estimates, sales communications, presentations, examples, or informal messages do not amend a written agreement unless the amendment is confirmed in writing by an authorized representative of the Company.

4. Acceptable Use Policy

Your use of the Website and Website Services is also subject to our Acceptable Use Policy, which is incorporated into these Terms by reference.

The Acceptable Use Policy governs permitted and prohibited use of the Website, including system security, automated access, scraping, data extraction, intellectual property misuse, impersonation, abusive communications, and interference with Website resources.

If these Terms and the Acceptable Use Policy conflict regarding permitted or prohibited Website use, the Acceptable Use Policy prevails to the extent of that conflict. A separate signed client agreement prevails over both documents in relation to the specific paid engagement, except that no agreement authorizes unlawful activity or unauthorized interference with the Website or systems.

5. Website access and availability

We may maintain, modify, replace, suspend, restrict, or discontinue any part of the Website or Website Services at any time, with or without notice, subject to any contrary obligation in an applicable written agreement.

We do not guarantee that the Website or any Website feature will be continuously available, uninterrupted, secure, error-free, compatible with every device or browser, or free from delay, technical failure, malicious activity, or third-party disruption.

We may impose technical or operational limits where reasonably necessary to protect security, availability, performance, legal compliance, or other users.

6. Website information and no professional advice

Website content is provided for general business and informational purposes. It may describe services, capabilities, approaches, examples, industry observations, or general considerations, but it is not a substitute for advice based on the specific facts of a particular matter.

Unless expressly agreed in a separate written engagement, Smokybrands does not provide legal, tax, accounting, investment, financial, medical, engineering, architectural, or other regulated professional advice.

You are responsible for obtaining advice from appropriately licensed professionals where required. No Website statement creates a solicitor-client, accountant-client, fiduciary, advisory, employment, partnership, joint-venture, franchise, or agency relationship.

We may correct or update Website content without notice. We do not warrant that every Website statement is complete, current, or suitable for a particular business decision.

7. Inquiries, proposals, and communications

Submitting a contact form, email, telephone inquiry, consultation request, or other communication does not require us to accept an engagement and does not create a confidential, fiduciary, professional-adviser, or client relationship unless we expressly agree otherwise in writing.

You must not submit information that you are not authorized to disclose. General contact channels should not be used for highly sensitive personal information, payment-card data, passwords, private keys, medical information, or other sensitive material unless we have expressly requested the information and provided an appropriate transmission method.

A proposal, estimate, availability statement, or preliminary discussion may be withdrawn or revised before acceptance. No work is required unless and until the applicable engagement has been accepted in the manner specified by the Company.

8. Third-party resources and platforms

The Website or Services may link to, embed, integrate with, or depend upon third-party websites, applications, platforms, hosting providers, analytics providers, advertising systems, social networks, search engines, domain registrars, software, plugins, application programming interfaces, artificial intelligence systems, or other resources.

A link, reference, integration, or technical dependency does not by itself constitute endorsement, sponsorship, partnership, control, or responsibility for the third party.

Third parties operate under their own terms, privacy policies, technical requirements, pricing, eligibility standards, and operational decisions. We are not responsible for their independent content, security, availability, acts, omissions, suspensions, restrictions, policy changes, data practices, or service failures.

You are responsible for reviewing and complying with third-party terms applicable to your use of those services.

9. Intellectual property

The Website and its content may include text, graphics, images, photographs, videos, layouts, designs, trademarks, service marks, logos, software, code, databases, documentation, methods, frameworks, and other material owned by or licensed to Smokybrands.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable licence to access and view publicly available Website content for your own lawful internal business evaluation and informational purposes.

Except where expressly permitted in writing or required by applicable law, you must not copy, reproduce, republish, modify, adapt, translate, distribute, sell, license, sublicense, rent, commercially exploit, frame, mirror, scrape, extract, create derivative works from, or remove proprietary notices from Website content.

No right to use any Smokybrands trademark, trade name, logo, branding, proprietary method, reusable component, template, framework, workflow, source file, source code, internal tool, prompt, process, or know-how is granted except by an express written agreement.

Ownership and permitted use of client-specific deliverables are governed by the applicable service agreement and Contract Terms. Unless expressly assigned in writing after full payment, the Company retains all rights in its pre-existing and reusable materials, methods, know-how, tools, templates, code, libraries, workflows, processes, and improvements.

10. Privacy, cookies, and analytics

Our handling of Personal Information is described in our Privacy Policy.

Our use of cookies and similar technologies is described in our Cookie Policy.

The Website may use analytics and performance-measurement technologies as described in those policies. You are responsible for configuring your browser or available cookie preferences in accordance with your choices.

11. Electronic communications and records

You consent to receiving Website-related and service-related communications electronically where permitted by applicable law. Electronic communications may include email, website notices, electronic documents, online forms, invoices, proposals, order confirmations, and records generated through ordinary business systems.

An electronic communication or electronic signature may satisfy a writing or signature requirement to the extent permitted by applicable law and the circumstances of the transaction.

You are responsible for providing accurate contact information and maintaining reasonable security over your email accounts, devices, credentials, and communication systems.

Electronic records maintained in the ordinary course of business may be relied upon as evidence, subject to applicable law. Nothing in these Terms makes a record conclusive where applicable law permits its authenticity or accuracy to be challenged.

12. Fees, currency, taxes, and third-party costs

Fees for paid services are governed by the applicable proposal, SOW, service agreement, Contract Terms, invoice, or order confirmation.

Unless expressly stated otherwise in writing:

• All monetary amounts are stated in Canadian dollars.
• Fees are exclusive of GST, HST, applicable provincial sales taxes, duties, levies, withholding taxes, and similar governmental charges.
• Advertising spend, media budgets, software subscriptions, hosting, domains, licensed assets, printing, shipping, travel, subcontractors, platform charges, and other external expenses are not included in professional service fees.
• Third-party costs may be payable in advance and may be non-cancellable or non-refundable once committed.

No Website statement, pricing example, calculator, range, or estimate constitutes a binding quotation unless expressly identified as such in a written offer issued by the Company.

13. No guarantee of marketing results

Marketing, advertising, search engine optimization, branding, social media, content, analytics, conversion optimization, website development, and consulting outcomes depend on factors outside the Company’s control.

Unless a specific written guarantee is expressly stated in a signed agreement, we do not guarantee:

• Search-engine rankings, indexing, traffic, impressions, clicks, leads, inquiries, conversions, sales, revenue, profit, return on investment, market share, or audience growth.
• Approval, continued availability, or uninterrupted operation of an advertisement, account, listing, domain, website, plugin, integration, or third-party platform.
• That historical examples, projections, forecasts, case studies, benchmarks, estimates, or illustrative results will be repeated.
• Any result dependent on market conditions, competition, budgets, client decisions, consumer behaviour, third-party policies, algorithms, technical infrastructure, or regulatory change.

Case studies, examples, testimonials, projections, and performance illustrations are provided for context and do not constitute a warranty or promise of future performance.

14. Client information, approvals, and legal compliance

Where you become a client, you remain responsible for the accuracy, completeness, ownership, authorization, and legality of all information, instructions, claims, offers, prices, testimonials, trademarks, images, recordings, data, access credentials, and other materials supplied by or on your behalf.

You are responsible for reviewing and approving final business claims, factual statements, pricing, regulated content, disclosures, legal notices, and materials before publication or use.

Unless expressly retained in writing to provide a specified compliance-related service, the Company does not independently verify whether client-supplied content complies with every law, professional rule, licensing requirement, advertising code, industry regulation, privacy obligation, intellectual property restriction, or contractual duty applicable to the client.

The Company remains responsible for performing its own obligations in accordance with applicable law. Nothing in this section excludes liability that cannot lawfully be excluded.

15. Artificial intelligence and automated tools

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

AI-assisted output may contain errors, omissions, bias, inaccuracies, or material based on incomplete or unreliable information. Unless expressly stated in writing, the Company does not warrant that AI-assisted output is unique, error-free, non-infringing, or suitable for a regulated, legal, medical, financial, engineering, or other high-risk purpose.

The client remains responsible for final factual and professional review of materials within the client’s field of expertise and for approving materials before publication or operational use.

The Company’s internal prompts, workflows, model configurations, evaluation methods, reusable components, processes, and know-how remain proprietary and are not deliverables unless expressly identified in a signed agreement.

16. Suspension and termination of access

We may restrict, suspend, block, or terminate access to the Website or Website Services where we reasonably believe that:

• These Terms or the Acceptable Use Policy have been violated.
• The access creates a security, legal, operational, technical, or reputational risk.
• The access interferes with the Website, systems, service providers, clients, personnel, or other users.
• The measure is required or permitted by law, court order, governmental authority, hosting provider, platform provider, insurer, or security response.
• The restriction is reasonably necessary to investigate suspected misuse or preserve evidence.

Where immediate action is reasonably necessary, we may act without prior notice. Suspension of Website access does not waive any payment or other obligation arising under a separate client agreement.

17. Disclaimers

To the fullest extent permitted by applicable law, the Website, Website Services, and publicly available Website content are provided on an “as is” and “as available” basis.

To the fullest extent permitted by applicable law, we disclaim representations, warranties, and conditions relating to the Website and Website Services, whether express, implied, statutory, collateral, or otherwise, including implied warranties or conditions of merchantable quality, fitness for a particular purpose, title, non-infringement, accuracy, availability, compatibility, security, and uninterrupted operation.

This Website disclaimer does not replace any express obligation contained in a signed service agreement. A specific written warranty in a higher-priority contractual document governs to the extent of an inconsistency.

We do not warrant that downloadable materials or communications will be free from malicious code. You are responsible for maintaining appropriate security controls, backups, and independent verification.

18. Limitation of liability

To the fullest extent permitted by applicable law, Smokybrands and its directors, officers, employees, contractors, agents, suppliers, and licensors will not be liable for any indirect, incidental, special, exemplary, aggravated, punitive, or consequential loss or damage arising from or relating to the Website, Website Services, or these Terms.

This exclusion includes loss of profit, revenue, savings, opportunity, goodwill, reputation, business interruption, data, use, anticipated benefit, or third-party claims, whether the claim is based in contract, tort including negligence, statute, equity, misrepresentation, restitution, or another legal theory, and even if the possibility of the loss was communicated.

Except for liability that cannot lawfully be limited, the total aggregate liability of Smokybrands for all claims collectively arising from or relating solely to the public Website, Website Services, or these Terms will not exceed the greater of:

1. The amount, if any, paid directly to Smokybrands specifically for the affected Website Service during the three months immediately preceding the event giving rise to the first claim; and
2. CAD $500.

Liability arising from a paid professional engagement is governed by the liability provision in the applicable higher-priority service agreement or Contract Terms. The limits in this section do not increase a lower enforceable limit agreed for that engagement.

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, wilful misconduct, or any liability that applicable law does not permit to be excluded or limited.

The exclusions and limitations in these Terms are intended to operate cumulatively and reflect the allocation of risk inherent in providing a publicly accessible Website without a separate fee for general access.

19. Indemnification

To the fullest extent permitted by applicable law, you will indemnify and hold harmless Smokybrands and its directors, officers, employees, contractors, agents, suppliers, and licensors from third-party claims, proceedings, liabilities, damages, judgments, settlements, fines, penalties, and reasonable documented legal and enforcement costs arising from or relating to:

• Your unlawful or unauthorized use of the Website or Website Services.
• Your material breach of these Terms or the Acceptable Use Policy.
• Content, data, materials, instructions, claims, or credentials supplied by or on your behalf.
• An allegation that material supplied by or on your behalf infringes, misappropriates, or violates a third party’s intellectual property, privacy, confidentiality, publicity, contractual, or other legal rights.
• Your fraud, wilful misconduct, or knowing violation of applicable law.

The Company will provide reasonable notice of a covered claim where practicable. The indemnifying party must provide reasonable cooperation. The Company may participate in or control the defence using counsel reasonably selected by it, but will not agree to a settlement that imposes a non-monetary admission or continuing obligation on the indemnifying party without that party’s consent, not to be unreasonably withheld.

This section does not require indemnification to the extent a claim was caused by the Company’s fraud, wilful misconduct, or liability that cannot lawfully be shifted.

20. Force majeure and external dependencies

The Company is not liable for delay, interruption, failure, degradation, or inability to perform to the extent caused by an event beyond its reasonable control.

Such events may include natural disasters, fire, flood, severe weather, epidemic, pandemic, war, terrorism, civil unrest, labour disruption, government action, regulatory change, court order, power failure, internet failure, telecommunications failure, cyberattack, denial-of-service attack, supply interruption, illness, hosting outage, cloud-service outage, content-delivery-network failure, domain or DNS failure, software defect, API change, platform suspension, algorithm change, search-engine change, advertising-platform change, payment-system failure, or failure of another material third-party provider.

Affected obligations are suspended for the duration of the event. The Company will use commercially reasonable efforts to reduce material effects where reasonably practicable. An external event does not excuse payment for Services already performed, committed third-party costs, or amounts otherwise accrued before the event.

21. Governing law and dispute resolution

These Terms are 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 court proceedings concerning these Terms, a party must provide written notice describing the dispute and allow at least thirty days for good-faith efforts to resolve it, except where urgent injunctive, protective, debt-enforcement, limitation-period, or evidence-preservation relief is reasonably required.

Unless a higher-priority written agreement requires arbitration or another dispute-resolution process, the parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario for disputes arising from or relating to these Terms, the Website, or Website Services.

A dispute arising from a paid professional engagement is subject to the dispute-resolution provision in the applicable higher-priority service agreement or Contract Terms.

Nothing in this section prevents the Company from seeking interim, injunctive, equitable, or protective relief in a court of competent jurisdiction to protect intellectual property, confidential information, system security, payment rights, or evidence.

22. Assignment

You may not assign, delegate, transfer, sublicense, or otherwise dispose of any right or obligation under these Terms without our prior written consent.

We may assign or transfer these Terms, in whole or in part, to an affiliate, successor, purchaser, or other entity in connection with a merger, amalgamation, corporate reorganization, financing, sale of shares, sale of substantially all relevant assets, or transfer of the Website or business to which these Terms relate.

No assignment relieves the assigning party of an accrued obligation unless the other party expressly agrees in writing.

23. Changes to these Terms

We may update these Terms prospectively to reflect changes in the Website, Website Services, business operations, security requirements, third-party dependencies, or applicable law.

The revised Terms will be posted on this page with an updated revision date. Material changes may also be communicated by another reasonable method where appropriate.

Continued use of the Website after the effective date of revised Terms constitutes acceptance of the revised Terms to the extent permitted by applicable law.

A change to these Website Terms does not retroactively amend a signed service agreement or accrued right. An existing paid engagement may be amended only in the manner permitted by the applicable contractual documents.

24. General provisions

Entire agreement for Website use

These Terms, the Acceptable Use Policy, Privacy Policy, Cookie Policy, and any other document expressly incorporated by reference constitute the entire agreement concerning general use of the public Website and supersede prior statements concerning that subject.

They do not replace the contractual documents governing a paid engagement.

Severability

If a provision is held invalid, illegal, or unenforceable, it will be interpreted or modified only to the minimum extent necessary to make it enforceable while preserving its commercial purpose, to the extent permitted by law. If modification is not permitted, the affected provision will be severed and the remaining provisions will continue in effect.

No waiver

A failure or delay in exercising a right does not waive that right. A waiver is effective only if made in writing by the party granting it and applies only to the specific circumstance identified.

No third-party beneficiaries

Except for persons expressly entitled to the benefit of a limitation, disclaimer, indemnity, or intellectual-property protection under these Terms, no third party has a right to enforce these Terms.

Independent parties

Nothing in these Terms creates a partnership, joint venture, franchise, employment, fiduciary, or agency relationship between you and the Company.

Interpretation

Headings are for convenience only. “Including” means “including without limitation”. References to the singular include the plural and vice versa where the context permits.

Survival

Provisions relating to intellectual property, privacy, accrued payments, disclaimers, liability limitations, indemnification, dispute resolution, evidence, and general interpretation survive termination to the extent necessary to give them effect.

25. Contacting us

Questions concerning these Terms may be directed to:

Smokybrands Marketing Agency Inc.
92 Caplan Ave., Suite 634
Barrie, Ontario L4N 9J2
Canada

Email:
info@smokybrands-marketing.ca
Phone:
+1 (416) 302-4098