Terms of Service

By accessing or using the Simcoe Marketing website (the "Site") and any services, features, content, or applications offered by Simcoe Marketing (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service (the "Terms") and our Privacy Policy, which is incorporated herein by reference.

If you do not agree to all of these Terms, you are not authorized to use the Site or Services. We reserve the right to modify these Terms at any time, and such modifications will be effective immediately upon posting on the Site. Your continued use of the Site or Services following any changes constitutes your acceptance of the revised Terms.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, in which case the terms "you" and "your" shall refer to such entity.

Simcoe Marketing is a digital marketing agency that provides a range of marketing, technology, and consulting services to businesses. Our services may include, but are not limited to:

• Search engine optimization (SEO) and local search management
• Pay-per-click (PPC) advertising and campaign management
• Social media advertising and content creation
• Email marketing, automation, and lead nurturing
• Web development, hosting, and maintenance
• Business process automation and CRM integration
• Marketing strategy, consulting, and training
• Privacy compliance consulting and auditing

The specific scope, deliverables, timelines, and fees for any engagement will be outlined in a separate service agreement, statement of work, or proposal ("Service Agreement") between you and Simcoe Marketing. In the event of any conflict between these Terms and a Service Agreement, the Service Agreement shall prevail with respect to the specific engagement.

Certain features of our Services may require you to create an account. When you create an account, you agree to:

• Provide accurate, current, and complete information during the registration process
• Maintain and promptly update your account information to keep it accurate, current, and complete
• Maintain the security and confidentiality of your login credentials and not share them with any third party
• Accept responsibility for all activities that occur under your account
• Notify us immediately of any unauthorized use of your account or any other breach of security

We reserve the right to suspend or terminate your account at any time if we reasonably believe that you have violated these Terms, or if your account has been inactive for an extended period. We are not liable for any loss or damage arising from your failure to maintain the security of your account credentials.

Fees for our Services are outlined in the applicable Service Agreement. Unless otherwise specified in the Service Agreement:

• All fees are quoted in Canadian Dollars (CAD) unless otherwise specified
• Payment is due within thirty (30) days of the invoice date
• We reserve the right to suspend or terminate Services for accounts with overdue balances exceeding thirty (30) days
• Late payments may be subject to interest charges at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower
• You are responsible for all applicable taxes, duties, and government charges related to your use of the Services, excluding taxes based on our net income

We reserve the right to change our fees upon thirty (30) days' written notice. Fee changes will not affect any existing Service Agreement for the duration of its current term, unless otherwise agreed upon in writing.

Our Intellectual Property

The Site and its entire contents, features, and functionality — including but not limited to all information, software, text, displays, images, graphics, video, audio, design, selection, and arrangement — are owned by Simcoe Marketing, its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The Simcoe Marketing name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Simcoe Marketing. You may not use such marks without our prior written permission.

Client Deliverables

Unless otherwise specified in the applicable Service Agreement, upon full payment of all applicable fees, you will own the final deliverables (such as website designs, ad copy, and marketing materials) created specifically for you. We retain the right to use such work in our portfolio and for promotional purposes unless otherwise agreed in writing.

Pre-Existing Materials and Tools

We retain all rights, title, and interest in our pre-existing materials, proprietary tools, methodologies, frameworks, templates, and know-how used in the delivery of Services. Where our pre-existing materials are incorporated into deliverables, we grant you a non-exclusive, perpetual, royalty-free license to use such materials solely as part of the delivered work.

You agree not to use the Site or Services in any way that:

• Violates any applicable federal, provincial, local, or international law or regulation
• Infringes upon the rights of any third party, including intellectual property rights, privacy rights, or publicity rights
• Is fraudulent, deceptive, misleading, or harmful to others
• Involves the transmission of unsolicited or unauthorized advertising, promotional materials, spam, or any other form of solicitation
• Introduces viruses, malware, Trojan horses, worms, logic bombs, or other material that is technologically harmful or malicious
• Attempts to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is hosted, or any server, computer, or database connected to the Site
• Impersonates or attempts to impersonate Simcoe Marketing, a Simcoe Marketing employee, another user, or any other person or entity
• Uses any automated means, including bots, scrapers, or spiders, to access the Site for any purpose without our express written permission

During the course of our engagement, both parties may have access to confidential information of the other party. "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or by inspection, including but not limited to business plans, marketing strategies, customer lists, financial data, technical data, trade secrets, and proprietary information.

Each party agrees to:

• Hold the other party's Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without the prior written consent of the disclosing party
• Use Confidential Information only for the purpose of fulfilling obligations under the applicable Service Agreement
• Take all reasonable precautions to prevent unauthorized disclosure or use of Confidential Information

These confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt notice to the disclosing party.

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SIMCOE MARKETING DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT ON THE SITE
• WARRANTIES THAT THE SITE OR SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR EXPECTATIONS

While we strive to deliver high-quality services and measurable results, we cannot guarantee specific outcomes from our marketing services, including but not limited to specific search engine rankings, traffic volumes, conversion rates, lead quantities, or revenue increases. Marketing results depend on many factors beyond our control, including market conditions, competition, product quality, and consumer behavior.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIMCOE MARKETING, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Loss of profits, revenue, data, or business opportunities
• Loss of goodwill or reputation
• Cost of procurement of substitute goods or services
• Any other intangible losses

ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SITE OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SITE OR SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO SIMCOE MARKETING DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND CANADIAN DOLLARS (CAD $1,000), WHICHEVER IS GREATER.

You agree to defend, indemnify, and hold harmless Simcoe Marketing, its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable legal fees) arising out of or relating to:

• Your violation of these Terms
• Your violation of any third-party right, including intellectual property, privacy, or publicity rights
• Your use of the Site or Services in a manner not authorized by these Terms
• Any content or materials you provide to us in connection with the Services
• Your violation of any applicable law, rule, or regulation

We may terminate or suspend your access to the Site and Services immediately, without prior notice or liability, for any reason, including if you breach these Terms. Upon termination:

• Your right to use the Site and Services will immediately cease
• Any licenses granted to you under these Terms will be revoked
• You must immediately discontinue all use of the Site and Services
• Sections of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, warranty disclaimers, indemnification, and limitations of liability

For active Service Agreements, termination terms will be governed by the specific Service Agreement. In general, either party may terminate a Service Agreement with thirty (30) days' written notice. Upon termination, you are responsible for payment of all Services rendered through the effective date of termination.

These Terms and any disputes arising out of or related to these Terms or the Services shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through good faith negotiation between the parties for a period of not less than thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration in accordance with the rules of the ADR Institute of Canada, with the seat of arbitration in Ontario, Canada.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidentiality obligations.

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent. If modification is not possible, the provision shall be severed from these Terms, and the remaining provisions shall continue in full force and effect.

These Terms, together with our Privacy Policy and any applicable Service Agreement, constitute the entire agreement between you and Simcoe Marketing with respect to the Site and Services and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the subject matter hereof.

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