Terms of Service

1. Services

1581314 B.C. LTD. (“Provider”) will provide the digital product, automation, advisory, and related services described in the applicable checkout, proposal, or statement of work. All services are provided on an “as available” basis.

2. Payment

2.1 All fees are charged via the credit card on file at checkout. Fees are non-refundable except as required by law. Provider may adjust pricing for future billing periods with thirty (30) days' notice.

2.2 Taxes. All fees are exclusive of applicable taxes. Client is responsible for all applicable GST, PST, HST, or other sales, use, or value-added taxes. Provider will charge applicable taxes on invoices where required by law.

2.3 Late Payments. Any amount not paid when due will accrue interest at 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the due date until paid in full.

3. Client Responsibilities

3.1 Client will designate a primary point of contact who can provide timely feedback, approvals, and decisions required for Provider to perform the services.

3.2 Client will provide Provider with reasonable access to systems, accounts, and platforms necessary for the services (e.g., CMS administration, DNS/domain management, analytics, and collaboration tools).

3.3 Client is solely responsible for editorial decisions, factual accuracy, legal review, and publication of any content. Provider's tools and recommendations are assistive and require human review before use.

3.4 Delivery timelines assume timely access, decisions, and inputs from Client. Delays caused by Client may extend delivery timelines without constituting a breach by Provider.

4. Compliance and Acceptable Use

4.1 Each party will comply with all applicable laws, including privacy, intellectual property, and consumer protection laws, in connection with these Terms.

4.2 Client is solely responsible for maintaining its stated editorial standards and independence. Provider does not direct editorial coverage or control Client's publishing decisions.

4.3 Client will not use any tooling, deliverables, or recommendations provided by Provider to fabricate sources, fabricate quotes, generate misleading content, or publish any content without human review. Client will ensure that its staff follow ethical guardrails and maintain a corrections policy appropriate for its industry.

4.4 Client will not use the services for any unlawful purpose or in any manner that could damage, disable, or impair Provider's systems or interfere with any other party's use of the services.

5. Third-Party Services

5.1 The services may require Client to procure and maintain its own accounts with third-party providers (e.g., Ghost Pro hosting, analytics platforms, monitoring tools, AI model APIs). Client is responsible for all costs, terms of service, and compliance associated with such third-party services.

5.2 If Provider pays for any third-party services on Client's behalf, Client will reimburse Provider at cost. Such costs may be invoiced in advance.

5.3 Provider is not responsible for the availability, performance, outages, policy changes, or pricing changes of any third-party services.

6. Data Protection and Privacy

6.1 Provider will use commercially reasonable measures to protect Client data processed in connection with the services.

6.2 Client will not provide sensitive personal information to Provider or to any tooling unless expressly agreed in writing. If Client provides personal information subject to applicable privacy laws (including PIPEDA or provincial privacy legislation), Client represents that it has the authority to share such information and has obtained all necessary consents.

6.3 Services may involve the use of AI model APIs and automation tools for analysis, monitoring, recommendations, and internal tooling. Client acknowledges that AI-generated outputs are probabilistic and require human verification before reliance.

6.4 Each party will use reasonable safeguards for accounts and credentials. Client remains responsible for its own administrator accounts and publishing permissions.

7. Intellectual Property

7.1 Provider retains all right, title, and interest in its tools, templates, prompts, playbooks, code, libraries, methodologies, and know-how (“Provider IP”), whether developed before, during, or after the engagement — including any improvements, derivatives, or adaptations.

7.2 Upon full payment, Client receives a non-exclusive, non-transferable, non-sublicensable license to use deliverables created specifically for Client, solely for Client's internal business operations. This license does not extend to Provider IP embedded in deliverables, which is licensed under Section 7.3.

7.3 To the extent Provider IP is embedded in deliverables, Client receives a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free license to use such Provider IP solely as necessary to operate the deliverables for Client's own internal purposes. Provider may revoke this license if Client is in material breach of these Terms.

7.4 Client retains ownership of its content, data, and brand assets provided to Provider.

8. Limitation of Liability

8.1 PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES ACTUALLY PAID BY CLIENT TO PROVIDER UNDER THE APPLICABLE STATEMENT OF WORK GIVING RISE TO THE CLAIM.

8.2 IN NO EVENT WILL PROVIDER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, REGARDLESS OF CAUSE OR THEORY OF LIABILITY.

8.3 Client acknowledges that services may involve AI/LLM outputs that are probabilistic and require human review. Provider is not liable for decisions made based on AI-generated outputs without human verification.

9. No Warranties

SERVICES ARE PROVIDED “AS IS.” PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT GUARANTEE SEO/GEO PERFORMANCE, TRAFFIC, SEARCH RANKINGS, AI CITATIONS, OR ANY SPECIFIC RESULTS.

10. Indemnification

Client will indemnify, defend, and hold harmless Provider from any third-party claims arising from Client's content, publication decisions, use of deliverables, or breach of these Terms.

11. Confidentiality

Each party will protect the other's confidential information with reasonable care. Provider may use anonymized and aggregated engagement data for internal analytics and service improvement.

12. Modifications

Provider may update these Terms at any time by posting the revised version. Continued use of services after changes constitutes acceptance. For material changes, Provider will make reasonable efforts to notify Client, but the posted Terms govern regardless.

13. Term and Termination

13.1 Either party may terminate with fifteen (15) days' written notice. Termination does not entitle Client to a refund for services already performed or fees already charged.

13.2 Provider may terminate immediately if Client breaches these Terms, fails to pay, or engages in conduct that Provider reasonably determines is harmful to its business or reputation.

14. Force Majeure

Neither party will be liable for any failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, internet or infrastructure outages, outages of third-party services, cyberattacks, or labour disputes, provided the affected party uses commercially reasonable efforts to mitigate the impact and resume performance.

15. Miscellaneous

15.1 These Terms are the entire agreement and supersede all prior discussions, proposals, and agreements.

15.2 Governed by the laws of British Columbia, Canada. Disputes will be resolved in the courts of British Columbia.

15.3 Provider may use Client's name and a general description of the engagement in its portfolio and marketing unless Client objects in writing.

15.4 Provider may use subcontractors. Client may not assign these Terms without Provider's consent.

15.5 If any provision is unenforceable, the remaining provisions survive.