Terms of Service

1. Acceptance of Terms

Welcome to Rise Digital Canada. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Rise Digital Canada, a Canadian digital marketing agency ("Rise Digital Canada," "we," "us," or "our").

By accessing our website, using our services, or entering into any agreement with us, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, please do not use our website or services.

2. Description of Services

Rise Digital Canada provides digital marketing services specifically designed for Canadian businesses, including but not limited to:

• Digital Strategy Development: Comprehensive marketing strategies for Canadian markets
• SEO and SEM Campaigns: Search engine optimization and marketing services
• Bilingual Content Marketing: English and French content creation and marketing
• Social Media Strategy: Social media planning and management
• Local Market Analytics: Canadian market research and analysis
• Brand Positioning: Brand strategy and positioning services
• Consultation Services: Marketing advice and strategic consultation

3. Service Agreements

3.1 Individual Service Contracts

Specific services will be detailed in individual service agreements or statements of work that incorporate these Terms by reference. Each service agreement will include:

• Scope of work and deliverables
• Timeline and milestones
• Pricing and payment terms
• Specific terms and conditions for the service

3.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any service at any time with reasonable notice. Existing contractual obligations will be honored according to their original terms.

4. Client Responsibilities

4.1 Information and Access

Clients agree to:

• Provide accurate, complete, and timely information necessary for service delivery
• Grant necessary access to websites, social media accounts, and other platforms
• Respond promptly to requests for feedback and approvals
• Maintain the confidentiality of login credentials and access information

4.2 Compliance

Clients must ensure that:

• All provided content and materials comply with applicable Canadian laws
• They have proper rights and permissions for all materials provided to us
• Their business practices and marketing messages are ethical and legal
• They comply with platform-specific terms of service (Google, Facebook, etc.)

5. Payment Terms

5.1 Fees and Payment

Payment terms will be specified in individual service agreements. Generally:

• All fees are quoted in Canadian dollars (CAD)
• Payment is due within 30 days of invoice date unless otherwise specified
• Late payments may incur interest charges of 1.5% per month
• All taxes (HST/GST) are additional unless otherwise stated

5.2 Refunds and Cancellations

• Consultation Services: Refundable within 24 hours if services have not commenced
• Ongoing Services: 30-day notice required for cancellation; no refund for completed work
• Project-Based Work: Refund available for undelivered portions only
• Third-Party Costs: Non-refundable (advertising spend, software licenses, etc.)

6. Intellectual Property

6.1 Client Materials

Clients retain ownership of all intellectual property provided to us, including:

• Brand elements, logos, and trademarks
• Existing marketing materials and content
• Business information and data
• Website content and multimedia

6.2 Created Materials

Unless otherwise specified in a service agreement:

• Custom Content: Ownership transfers to client upon full payment
• Strategic Plans: Client receives usage rights; we retain methodology rights
• Templates and Frameworks: We retain ownership; client receives usage license
• Reports and Analytics: Client owns data; we retain analysis methodologies

6.3 Rise Digital Canada Materials

We retain ownership of:

• Proprietary methodologies and processes
• Software tools and templates
• Trade secrets and know-how
• Rise Digital Canada branding and materials

7. Confidentiality

7.1 Mutual Confidentiality

Both parties agree to maintain the confidentiality of sensitive information, including:

• Business strategies and plans
• Financial information
• Customer lists and data
• Proprietary processes and methodologies
• Any information marked as confidential

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of this agreement
• Is required to be disclosed by law or court order
• Is independently developed without use of confidential information
• Is approved for disclosure in writing by the disclosing party

8. Performance and Results

8.1 Best Efforts

Rise Digital Canada agrees to perform all services with professional skill and in accordance with industry best practices. However, we do not guarantee specific results, including but not limited to:

• Website traffic increases
• Search engine rankings
• Social media engagement levels
• Lead generation numbers
• Sales or revenue improvements

8.2 Factors Beyond Our Control

Marketing performance can be affected by factors outside our control:

• Changes in platform algorithms (Google, Facebook, etc.)
• Economic conditions and market factors
• Competitor actions and market changes
• Industry regulations and policy changes
• Seasonal and cultural factors

9. Limitation of Liability

9.1 Limitation

To the maximum extent permitted by law, Rise Digital Canada's total liability for any claim arising from these Terms or our services shall not exceed the total amount paid by the client for services in the 12 months preceding the claim.

9.2 Excluded Damages

We shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Lost profits or revenue
• Loss of data or information
• Business interruption
• Reputational damage
• Third-party claims

10. Indemnification

Client agrees to indemnify and hold harmless Rise Digital Canada from any claims, damages, or expenses arising from:

• Client's breach of these Terms
• Violation of applicable laws or regulations
• Infringement of third-party rights
• Content or materials provided by client
• Misuse of our services or recommendations

11. Termination

11.1 Termination by Either Party

Either party may terminate ongoing services with 30 days' written notice. Project-based work cannot be terminated once commenced without mutual agreement.

11.2 Immediate Termination

We may immediately terminate services if:

• Client breaches these Terms
• Payment is more than 60 days overdue
• Client engages in illegal or unethical practices
• Client violates platform terms of service

11.3 Effect of Termination

Upon termination:

• All unpaid fees become immediately due
• Client receives all completed work products
• We will return or destroy confidential information as requested
• Ongoing campaigns will be transferred or discontinued as agreed

12. Force Majeure

Neither party shall be liable for any failure to perform due to circumstances beyond their reasonable control, including:

• Natural disasters and extreme weather
• Government actions and legal restrictions
• Technical failures and cyber attacks
• Labor disputes and strikes
• Pandemic or public health emergencies

13. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes shall be resolved in the courts of Ontario, Canada.

14. Dispute Resolution

14.1 Informal Resolution

Both parties agree to attempt to resolve any disputes through good faith negotiation before pursuing formal legal action.

14.2 Mediation

If informal resolution is unsuccessful, disputes may be referred to mediation through a mutually agreed upon mediator in Toronto, Ontario.

14.3 Legal Action

Legal action may only be commenced after attempting informal resolution and, if applicable, mediation.

15. General Provisions

15.1 Entire Agreement

These Terms, together with any signed service agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

15.2 Modifications

We may update these Terms from time to time. Material changes will be communicated to active clients at least 30 days in advance.

15.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Waiver

No waiver of any provision shall be deemed a continuing waiver or waiver of any other provision.

15.5 Assignment

These Terms may not be assigned by either party without written consent, except that we may assign to a successor entity in a merger or acquisition.

16. Contact Information

For questions about these Terms of Service, please contact us:

17. Acknowledgment

By using our website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. These Terms are effective as of the date first stated above and remain in effect until superseded by updated terms.