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Advo Media — Terms of Service

Effective date: August 25, 2025

Contact: support@advomedia.ca

Entity: Advo Media (“Advo,” “we,” “us,” or “our”), based in Mississauga, Ontario, Canada.

These Terms of Service (“Terms” or “Agreement”) govern (a) your access to and use of Advo’s website(s), content, and materials, and (b) our provision of marketing and consulting services (including SEO, content, analytics, advertising advisory, and related services) to you or the entity you represent (“Client,” “you”). By using our site, requesting a proposal, signing a quote, paying an invoice, or otherwise receiving services from us (collectively, “Services”), you agree to these Terms.

Note (not legal advice): These Terms are provided for general use and protection. Laws vary by jurisdiction and situation. For customized legal advice, consult a lawyer licensed in Ontario.

1) Order of Precedence & Scope

  1. Any Statement of Work, Proposal, or Order Form (“SOW”) we issue and you accept (including by e-signature or invoice payment) describes the specific Services, deliverables, timelines, and fees.
  2. If there is a conflict, the following order applies: SOW → these Terms → any Advo policies referenced by link.
  3. These Terms apply to all current and future SOWs unless we expressly agree otherwise in writing.

2) Services; No Guaranteed Results

  1. Advo will perform the Services set out in an applicable SOW using commercially reasonable skill and care.
  2. No guarantees. Search engine and advertising platforms (e.g., Google, Bing, Meta, TikTok) and marketplaces may change algorithms, policies, or pricing without notice. Advo does not guarantee rankings, traffic, leads, conversions, ad approvals, account reinstatements, or revenue outcomes.
  3. Platform risk. Suspensions, penalties, or rejections imposed by third parties are outside Advo’s control. Client bears all such risks and associated costs.

3) Client Responsibilities

  1. Access & Content. Client will promptly provide accurate information, approvals, credentials (e.g., Google Search Console, Analytics, Tag Manager, CMS, hosting), and assets required for the Services.
  2. Compliance. Client is solely responsible for the legality of its content, products, privacy notices, consent mechanisms, and promotional claims.
  3. CASL & Email/SMS. For any outreach that involves email/SMS, Client warrants compliance with Canada’s Anti-Spam Legislation (CASL) and will supply proof of valid consent and required sender details. Client is the “sender” for CASL purposes when Advo acts on Client’s instructions.
  4. Approvals. If Client does not respond to an approval request within 5 business days, Advo may treat the item as approved for scheduling/launch (unless the SOW states otherwise).
  5. Third-Party Terms. Client must comply with all applicable third-party terms (e.g., Google, Meta, Shopify, web hosts). Client authorizes Advo to accept routine updates to such terms on Client’s behalf where necessary to perform the Services.

4) Fees, Expenses, Taxes, and Payment

  1. Fees. Fees are as set out in the SOW or invoice. Unless stated otherwise, fees are in CAD and exclusive of HST/GST and other applicable taxes, which Client will pay.
  2. Retainers & Prepayment. Retainer and fixed-fee Services are billed in advance of the service period. Time-and-materials work is billed monthly in arrears unless the SOW states otherwise.
  3. Expenses. Client will reimburse reasonable out-of-pocket expenses (e.g., stock media, paid tools required uniquely for Client, ad-hoc licensing) pre-approved by Client (email sufficient).
  4. Ad Spend. Platform media spend (search/social/display/etc.) is paid directly by Client to the platform or reimbursed to Advo at cost plus any management fee specified in the SOW.
  5. Payment Terms. Invoices are due Net 14 days from invoice date unless the SOW states otherwise.
  6. Late Fees. Overdue amounts accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower, plus reasonable collection costs.
  7. Chargebacks. Client will not initiate chargebacks for Services performed. If a chargeback occurs, Client remains liable for the invoiced amount, bank fees, and reasonable recovery costs.
  8. No Refunds. All fees are non-refundable once work has commenced or a monthly service period has started, except where prohibited by law.

5) Term; Termination; Pause

  1. Term. The Agreement begins on the earlier of SOW acceptance or the first date Services are provided, and continues until completion or termination as below.
  2. Termination for Convenience. Either party may terminate month-to-month Services on 30 days’ written notice. Fixed-term SOWs may be terminated for convenience only if expressly allowed in the SOW.
  3. Termination for Cause. Either party may terminate for material breach if the breach is not cured within 10 days of written notice.
  4. Effect of Termination. Client will pay for Services performed (including non-cancelable commitments) through the effective termination date. Certain provisions survive termination (see Section 15).
  5. Pause. Client may request a pause with 14 days’ notice. Pausing does not extend a fixed-term end date unless agreed in writing and may incur re-activation/setup fees.

6) Intellectual Property

  1. Client IP. Client retains all rights in Client’s pre-existing materials, trademarks, content, data, and accounts. Client grants Advo a limited, non-exclusive license to use Client IP solely to perform the Services.
  2. Advo IP & Tools. Advo owns and retains all rights in its pre-existing materials, methodologies, templates, software, scripts, and know-how (“Advo IP”).
  3. Deliverables. Upon full payment, Client receives ownership of the specific Deliverables identified in the SOW (e.g., copy, graphics) excluding Advo IP embedded therein. Advo grants Client a perpetual, worldwide, royalty-free license to use Advo IP only as incorporated in those Deliverables, solely for Client’s internal business.
  4. Portfolio Use. Unless Client opts out in writing, Client grants Advo a right to display Client’s name, logo, non-confidential Deliverables, and high-level results as portfolio and marketing materials. Opt-out will be honored prospectively.

7) Confidentiality & Data Protection

  1. Confidential Information. Each party will keep the other’s non-public information confidential and use it only to perform or receive the Services, protecting it as it protects its own confidential info (and at least commercially reasonable care).
  2. Exclusions. Information is not confidential if it is public, independently developed, or obtained lawfully without confidentiality obligations.
  3. Personal Data. If Services involve processing personal data on Client’s behalf, the parties will comply with applicable privacy laws. On request, the parties will execute a Data Processing Addendum (e.g., GDPR/UK GDPR/CPRA model terms).
  4. Subprocessors. Client authorizes Advo to use reputable subprocessors and third-party platforms to deliver the Services.

8) Warranties & Disclaimers

  1. Mutual Warranty. Each party warrants it has the right and authority to enter into this Agreement.
  2. Advo Warranty. Advo will perform the Services in a professional manner consistent with industry practice.
  3. General Disclaimer. Except as expressly stated, the Services and Deliverables are provided “as is” and “as available,” without warranties of merchantability, fitness for a particular purpose, or non-infringement.
  4. No Professional Advice. Any strategic, financial, legal, medical, or tax information provided by Advo is for general information only and does not constitute professional advice.

9) Limitation of Liability

  1. Cap. To the maximum extent permitted by law, Advo’s total liability arising out of or related to this Agreement will not exceed the fees paid by Client to Advo for the Services giving rise to the claim in the 12 months preceding the event giving rise to liability.
  2. No Indirect Damages. Neither party is liable for indirect, incidental, special, consequential, punitive, or exemplary damages (including lost profits, revenue, goodwill, or data), even if advised of the possibility.
  3. Exceptions. The limitations above do not apply to Client’s payment obligations, breach of Section 7 (Confidentiality), or Client’s indemnity in Section 10.

10) Indemnification

  1. By Client. Client will defend, indemnify, and hold Advo and its personnel harmless from claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) Client content, products, or services; (b) Client’s breach of this Agreement or applicable law (including CASL, privacy, IP, and advertising claims); or (c) Client’s misuse of the Services.
  2. By Advo. Advo will defend, indemnify, and hold Client harmless from third-party claims alleging that Deliverables (as provided by Advo and used in accordance with this Agreement) infringe Canadian intellectual property rights, provided Client promptly notifies Advo and allows Advo to control the defense. If infringement is found, Advo may modify, replace, or refund the impacted Deliverable on a depreciated basis.

11) Non-Solicitation

During the term and for 12 months thereafter, Client will not, directly or indirectly, solicit for employment or hire any Advo employee or contractor who worked on the account, except with Advo’s prior written consent. This does not restrict general job advertising not targeted at Advo personnel.

12) Changes & Change Requests

Out-of-scope requests or material changes (e.g., new markets, additional sites, added languages, major content expansions) may require a written change order and additional fees and/or timeline adjustments.

13) Force Majeure

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control (e.g., acts of God, labour disputes, internet/hosting outages, platform failures, epidemics, war, government actions). Payment obligations for Services already rendered are excluded from this relief.

14) Notices

Notices will be in writing and deemed given when sent by email to the contacts below (or updated contacts provided in writing).

  • Advo: support@advomedia.ca
  • Client: the email address on file in the latest SOW/invoice or written instruction.

15) Governing Law; Dispute Resolution

  1. Law & Venue. These Terms are governed by the laws of the Province of Ontario and applicable federal laws of Canada, without regard to conflict-of-law rules. The parties submit to the exclusive jurisdiction of the courts located in Toronto, Ontario for proceedings not subject to arbitration.
  2. Good-Faith Resolution; Mediation/Arbitration. The parties will first attempt to resolve disputes in good faith. If unresolved after 30 days, the dispute (other than claims for injunctive relief or small claims) will be finally resolved by binding arbitration administered by the ADR Institute of Canada under its Arbitration Rules. The seat is Toronto, Ontario, the language is English, and the arbitrator may award monetary but not punitive damages.
  3. Injunctive Relief. Either party may seek interim or injunctive relief in court to protect IP or Confidential Information.

16) Independent Contractor; Subcontractors

Advo is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Advo may use qualified subcontractors and remains responsible for their work.

17) Publicity; Testimonials

With Client’s consent where required by law, Advo may use anonymized performance metrics and attributed testimonials. Client represents that any testimonial or logo it authorizes Advo to publish does not infringe third-party rights and complies with advertising standards.

18) Export & Sanctions

Client represents it is not located in, organized under the laws of, or ordinarily resident in any embargoed jurisdiction and is not a prohibited party under Canadian or applicable international sanctions/export control laws.

19) Entire Agreement; Assignment; Severability; Waiver

  1. Entire Agreement. This Agreement (together with SOWs) is the entire understanding regarding the Services and supersedes prior discussions.
  2. Assignment. Neither party may assign this Agreement without the other’s consent, except either party may assign to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets (with notice).
  3. Severability. If any provision is unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder remains in effect.
  4. Waiver. Failure to enforce a provision is not a waiver of that provision.

20) Updates to These Terms

We may update these Terms from time to time. Material changes will be effective 30 days after posting to our website or notifying you by email. Continued use of the Services after the effective date constitutes acceptance.

By proceeding with our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.

Questions?

Email support@advomedia.ca and we’ll get back to you.