Terms & Conditions
1. Governing Law/Venue
The Agreement will be governed and construed in accordance with the laws of the Province of Ontario without giving effect to conflict of laws principles. You agree to submit to jurisdiction in Ontario and further agree that any cause of action arising under this Agreement must be brought exclusively in a court in Ontario, Canada.
You agree to pay the amounts set forth in proposals, as specified on Ten Thousand Foot View Inc. (TTFV) website or in written communications.
Fees for Canadian based clients are charged in Canadian dollars. Fees for clients located outside of Canada are charged in US dollars.
4. Payment Terms
a) Recurring services – Payments for monthly recurring services are due in advance on the 1st of each month. Where recurring fees are variable they are estimated and reconciled at next invoice.
b) Non-recurring services – Payment for non-recurring services may be required in advance or in arrears as stipulated by proposal or other documentation.
c) General – Acceptable forms of payment are major credit card, company cheque/check, or wire transfer (minimum $1,000). Applicable sales taxes and certain administrative fees are extra.
d) Late Payments – Failure to pay invoices within 10 days may result in the suspension of services without notice. Monthly management fees continue to accrue during account suspensions and will not be pro-rated for the times’ campaigns didn’t run. Interest for unpaid invoices will be charged at a rate of 2% per month.
5. Non-Interference with Paid Advertising Campaigns
Clients may not interfere with or participate directly in campaign management except as mutually agreed by both parties. These activities include but are not limited to campaign creation, deletion, suspension, as well as making adjustments to campaigns or other ad platform settings.
Clients making such changes are required to immediately notify TTFV in writing.
6. Pausing Paid Advertising Campaigns
Clients may pause ad campaigns at any time where allowed by ad platform (Google Ads, Microsoft Ads, Facebook Ads, LinkedIn Ads, etc.). Campaigns will not accrue direct advertising costs while paused. While resulting monthly management fees may be lower due to lower spending, fees will not be pro-rated for the times campaigns didn’t run.
7. Suspending Management Services
Recurring paid ads management services and SEO packages may be suspended for a maximum of three calendar months within any twelve-month period. Suspensions in excess of three months may lead to automatic termination of services. Suspensions of less than one-month are not permitted. Suspensions of SEO services are not permitted within the first 6-months of the start date.
To qualify for a suspension, the client is required to request a stoppage in advance in writing with specific stop and resume dates. During service stoppage, it is not acceptable practice to leave paid ad campaigns running.
8. Termination of Recurring Services
a) Paid Ads Management – The client may terminate paid ad management services by written notice. Services will cease at the end of the current calendar month or later if specified by the client in the termination request.
b) SEO – The client may terminate SEO services by written notice anytime after the initial 6-month cycle. Services will cease at the end of the current calendar month or later if specified by the client in the termination request. Early termination will result in cancellation fees equal to 25% of what remains in the initial 6-month cycle.
c) Landing Page Management – The client may terminate services by written notice. Services will cease at the end of the current calendar month or later if specified by the client in the termination request.
9. Direct Advertising Costs
Where the client pays direct advertising costs they are wholly responsible for ensuring their account is paid in a timely way and in good standing. Management fees will not be pro-rated for instances where campaigns didn’t run due to the client’s failure to pay direct advertising costs. Furthermore, TTFV is not responsible for monitoring client account payment status with third parties.
10. Client Hosted Landing Pages
Where client provides/hosts their own landing pages, the client is responsible for ensuring those pages comply with all ad platform requirements and for maintaining pages in good order. TTFV is not responsible for testing/reviewing client-hosted landing pages on an ongoing basis. Any losses resulting from page downtime, other technical issues, or non-compliance issues are the responsibility of the client.
TTFV may, without your consent, subcontract to any party the performance of all or any of TTFV’s obligations under this Agreement provided that TTFV remains primarily liable for the performance of those obligations.
12. Limited Liability
In no event will TTFV be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. TTFV’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of Fees paid by the Client to TTFV for Services performed under this Agreement during the twelve (12) month period immediately preceding the claim.
13. Force Majeure
Neither party shall have any liability for any failure or delay (other than with respect to payment obligations) resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labour or inventory shortage, unavailability of currency, transportation interruption of any kind, work slowdown or any other condition affecting production or delivery in any manner beyond the reasonable control of such party.
In the event you are purchasing advertising on behalf of another company, you represent and warrant that you have been authorized by each such company to act as its agent in all respects relating to the Agreement, including, without limitation, the making of any elections or giving of any consents. Without limiting the generality of the foregoing, you agree on behalf of each such company that such company has been made aware of, and agrees to be bound by these Marketing Services Terms. You and each such company shall be jointly and severally liable for fulfilment of obligations under this Agreement, including all payment obligations.
15. Intellectual Property Matters
a) License to TTFV – You hereby grant to TTFV and the Publishers a non-exclusive, royalty-free, worldwide license to use, copy, modify (as permitted herein), publicly perform, display, broadcast and transmit during the term of this Agreement (i) any text, images, logos, trademarks, service marks, promotional materials, product or service information, comments, reviews, photos, audio and video clips and other information (“Client Content”) you provide in connection with any Marketing Service and (ii) the Existing Site, to the extent necessary for TTFV to perform the Marketing Services. Except as set forth in any Product Terms and this Agreement, title to and ownership of all intellectual property rights of all Client Content shall remain with you or your third-party licensors. You agree that TTFV may, during the term of this Agreement and thereafter, include your name (including any trade name, trademark, service mark and logo) on TTFV’s client list, and in its marketing materials, sales presentations and any online directories that TTFV may, from time to time, publish.
b) TTFV Creative Services – Except as may be otherwise provided in any of the Product Terms, if you request that TTFV provide any creative services, you will remain fully responsible for any content you provide to TTFV. With respect to any content created by TTFV, as between you and TTFV, TTFV shall retain ownership of the design elements of such content, excluding any of your trade names, trademarks, service marks or logos or other proprietary elements that may be included within such content, but that predate the creation of the content.