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

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.

3. Intellectual Property

3.1 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.

3.2 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 3.3.

3.3 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.

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

4. Limitation of Liability

4.1 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.

4.2 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.

4.3 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. Term and Termination

9.1 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.

9.2 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.

10. Miscellaneous

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

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

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

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

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