Terms of Services
1. Parties & Definitions
1.1 Parties
This Agreement is made between:
Adrinam Inc., a corporation incorporated under the laws of Ontario, Canada (hereafter “Agency”, “We”, “Us” or “Our”), which also operates under the following trade-names and service-brands: “Adrinam”, “Adromax”, “Ehsanam”, “TORONTOP”, “Bestopin”, “PersianData”, “Bestopix”, “Piximax” (collectively “Agency Brands”); and
The client named in the applicable Statement of Work or Order Form (hereafter “Client”, “You” or “Your”).
1.2 Definitions
In this Agreement, unless context requires otherwise:
“Services” means the marketing, web design, social media management, search-engine optimisation (SEO), advertising (including pay-per-click), AI agent development, CRM and automation integration, photography, videography, graphics design, digital business cards, landing pages, NFC tools, cards, tags, QR codes, coaching/classes/community access, business-directory listing, and any other related services described in a Statement of Work or Order Form.
“Deliverables” means the final materials, assets, content, websites, graphics, automation workflows, listings or other outputs created by Agency for Client pursuant to the Services.
“Statement of Work” or “Order Form” means a document executed by the parties specifying the scope, fees, term, deliverables, timeline and other particulars of specific Services.
“Platform” means any third-party software, tool, plug-in, SaaS, API, white-labelled CRM or automation system (including without limitation the GoHighLevel platform) utilised by Agency in the performance of the Services.
“Directory” means the business-listing service operated by the Agency in which businesses may list themselves, appear in search results, participate in the community, or access visibility features.
“Confidential Information” means information of a party that is marked confidential or reasonably should be considered confidential given its nature, but excludes information that is publicly known, already in the receiving party’s possession, independently developed, or required to be disclosed by law.
“Losses” means all liabilities, losses, damages, costs, expenses (including reasonable legal fees on a solicitor-and-own-client basis), claims, demands or suits arising out of or in connection with this Agreement.
2. Scope of Services
2.1 Agency will perform the Services, as described in the applicable Statement of Work in a professional and workmanlike manner consistent with industry standards in Ontario, Canada.
2.2 Client acknowledges and agrees that marketing, advertising, AI/automation, CRM, social media, SEO, and directory listing services inherently involve many factors outside the Agency’s control (for example: search-engine algorithm changes, social-media platform policy changes, data-input quality, user behaviour, market competition, Platform-vendor changes). Accordingly, the Agency does not guarantee specific outcomes, rankings, leads, revenue, business success, or financial performance.
2.3 The Services shall not include any work not expressly described in the Statement of Work. If the Client requests work outside that scope, the Agency may require a change order or additional fees.
3. Client Obligations
3.1 Client shall promptly provide to Agency all required materials, content, brand assets, access (e.g., login credentials, Platform accounts), approvals, instructions, and cooperation necessary for Agency to deliver the Services, including (without limitation) text, images, logos, videos, keywords, advertising copy and any third-party licences or permissions.
3.2 Client warrants and represents that it has full rights, licences, permissions and consents to use all materials it provides to Agency; the materials do not infringe any third-party intellectual property or other rights; they are accurate and lawful; and the Client will not hold Agency responsible for any third-party claims arising from those materials.
3.3 Client shall comply with all applicable laws, rules and regulations (including but not limited to the Personal Information Protection and Electronic Documents Act (PIPEDA) or provincial equivalents, the Canadian Anti‑Spam Legislation (CASL), CRTC, the Competition Bureau guidelines on advertising and deceptive marketing practices, Competition Bureau+1).
3.4 If Client fails to provide required information, delays approvals, or otherwise hinders Agency’s work, Agency may suspend performance, adjust the timeline, or charge for idle time or wait time.
3.5 Client confirms it maintains (or will maintain) its own Terms of Service, Privacy Policy, Acceptable Use Policy, marketing-consent disclosures, and other documentation required under applicable law, and Client’s business operations comply with such policies and laws.
4. Third-Party Tools, Platforms & Affiliates
4.1 Agency may recommend or use third-party Tools (including the Platform) in connection with the Services. Client is responsible for all costs associated with such Tools (one-time or recurring) unless otherwise agreed in writing.
4.2 Client acknowledges that each Tool is subject to its vendor’s licence, terms of use and service-level agreements; Agency does not guarantee uninterrupted access, feature sets, or specific results from the Tool or its vendor.
4.3 Agency may receive affiliate commissions or referral fees in connection with certain Tools; Agency discloses that relationship to Client. The decision whether to adopt the Tool remains with the Client. Agency makes no warranty regarding the suitability, performance or security of the Tool.
4.4 Client remains responsible for its own use of the Tool, including data inputs, account settings, compliance with the vendor’s terms, and any losses arising from that use.
5. Intellectual Property & Licensing
5.1 Ownership of Deliverables. Upon full payment of all fees owed under this Agreement (and the applicable Statement of Work), Agency assigns to Client all rights, title, and interest in the final Deliverables (excluding Agency IP) worldwide, subject to Client’s compliance with this Agreement.
5.2 Agency IP. Agency retains all rights in its pre-existing intellectual property (including methodologies, templates, AI-agents, automation workflows, processes, software, and reporting formats) (“Agency IP”). Agency grants Client a non-exclusive, non-transferable, royalty-free licence to use the Agency IP solely as incorporated into and necessary for use of the Deliverables.
5.3 Licence from Client. Client grants Agency a worldwide, non-exclusive, royalty-free, sublicensable right to reproduce, display, use, and distribute Client’s name, logo, website link, project description, and other materials for Agency’s promotional use (including website, portfolio, social media, print) unless Client notifies Agency otherwise in writing prior to the conclusion of the Services.
5.4 Moral Rights. Client irrevocably waives (to the fullest extent permitted under applicable law) any moral rights in the Deliverables.
5.5 Third-Party Materials. If Client instructs Agency to incorporate any third-party materials (e.g., stock images, fonts, software), Client shall provide proof of licence; otherwise, Client is fully responsible and indemnifies Agency for any claims related to such third-party materials.
6. Fees, Payment, Term & Cancellation
6.1 Fees. Client shall pay Agency the fees and reimburse expenses set out in the applicable Statement of Work. Fees are in Canadian dollars (CAD) unless otherwise agreed, and exclusive of taxes.
6.2 Payment Terms. Unless otherwise agreed, invoices are due within [ 30 ] days of invoice date and payable by bank transfer/credit card as specified. Late payments may incur interest at [ x% per annum] (or the maximum permitted by law) and/or fixed administration fees. The agency may suspend or terminate Services if the Client is late in payment.
6.3 Term & Renewal. Unless otherwise specified in the Statement of Work, Services will commence on the date stated and continue for [ ___ ] months. For monthly retainer Services, the term shall automatically renew for successive monthly periods unless either party provides thirty (30) days’ written notice of termination before the renewal date.
6.4 Cancellation by Client. Client may cancel the Services by giving thirty (30) days’ written notice; additionally, Client shall immediately pay all outstanding invoices, fees for Services performed up to the date of cancellation (including any hours beyond those included in the Statement of Work), and a cancellation fee equal to one (1) month’s service fee (or such amount as stated in the Statement of Work).
6.5 Termination for Non-Payment. If Client fails to pay any fee within fourteen (14) days of its due date, Agency may deem the Agreement terminated for cause, and Client remains liable for all unpaid fees up to that termination.
6.6 Effect of Termination. Upon termination for any reason: (a) Client pays all accrued and unpaid fees and expenses; (b) Agency may retain copies of work performed; (c) the licence to Agency IP granted to Client in Section 5.2 terminates except with respect to already-paid Deliverables; (d) clauses which by nature survive termination (for example Sections 5, 7, 8, 11, 12, 13) shall remain in full force.
7. Confidentiality
7.1 Each party shall keep the other party’s Confidential Information strictly confidential, shall not disclose it to any third party except as needed for performance of this Agreement, and shall use it only for the purposes of this Agreement.
7.2 The obligations in this Section survive termination of the Agreement for a period of two (2) years.
8. Warranties, Disclaimers & Limitation of Liability
8.1 Client Representations. Client represents and warrants that (a) it has full power and authority to enter into this Agreement; (b) all materials it provides are lawful, accurate, and do not infringe third-party rights; (c) it will comply with all applicable laws, regulations and Platform/vendor terms.
8.2 Agency Representations. Agency represents that it will perform the Services in a professional and workmanlike manner consistent with industry standards.
8.3 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES, DELIVERABLES, PLATFORM AND ANY INFORMATION PROVIDED BY AGENCY ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENCY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS (COLLECTIVELY “AGENCY PARTIES”) DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT OR THAT RESULTS WILL BE ACHIEVED.
8.4 Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW:
Neither party shall be liable to the other for any indirect, special, incidental, consequential or punitive damages, including lost profits or business interruption, even if advised of the possibility of such damages.
The aggregate liability of the Agency Parties arising out of or in connection with this Agreement shall in no event exceed the total fees paid by Client to Agency under this Agreement in the 12-month period preceding the event giving rise to the claim.
Client acknowledges it must bring any claim against Agency within twelve (12) months after the event giving rise to the claim, after which time the claim is forever barred.
Nothing in this Agreement shall limit either party’s liability for gross negligence, wilful misconduct or any liability which cannot be excluded or limited under applicable law.
9. Indemnification
Client shall indemnify, defend and hold harmless Agency and its officers, directors, employees, agents, subcontractors and affiliates (each an “Indemnified Party”) from and against any and all Losses arising out of or in connection with:
(a) Client’s breach of any representation, warranty or obligation under this Agreement;
(b) any materials or data provided by Client, including third-party IP claims;
(c) Client’s marketing campaigns, business operations, or use of the Deliverables or Tools in a manner that violates law, Platform/vendor terms, or third-party rights;
(d) any claim by a third-party arising from the Client’s business, content or listing (if applicable).
Agency shall promptly notify Client in writing of any claim for which indemnity is sought and Client shall have control of the defence howsoever, unless Agency chooses to participate at its own cost.
10. Force Majeure
Neither party shall be liable for any failure or delay in performing obligations (other than payment obligations) under this Agreement if such failure or delay is caused by events outside its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, governmental regulation, platform or vendor service-failure, Internet or communications-network failure, or any similar event.
11. Branding / Trademarks / Passing-Off
11.1 Agency Brands Rights. Client acknowledges that the Agency Brands (including “Adrinam”, “Adromax”, “Ehsanam”, “TORONTOP”, “Bestopin”, “PersianData”, “Bestopix”, “Piximax” and any other names used by Agency) are protected by copyrights, trade-marks (registered or unregistered) and common-law rights (including the tort of passing-off) in Canada and elsewhere. Wikipedia
11.2 Client Obligations. Client agrees that:
(a) it shall not use any name, logo, domain, trademark or brand which is confusingly similar to any of the Agency Brands;
(b) it shall not represent or imply any endorsement, joint-venture, partnership or agency relationship with Agency except as expressly authorised in writing;
(c) it shall not challenge, dispute or impugn Agency’s rights in the Agency Brands;
(d) it shall include any required attribution or notice of ownership as requested by Agency.
Client shall indemnify Agency for any Losses arising from Client’s breach of this section.
12. Business Directory / Listing Terms (if applicable)
12.1 Listing Service. Agency may operate a directory service (“Directory”) under which businesses (Users) may register for a business‐listing. These additional terms apply if Client uses the Directory:
(a) Client warrants all listing information (business name, description, category, contact details) is true, accurate, complete and up-to-date;
(b) Client grants Agency a worldwide, non-exclusive, royalty-free, sublicensable licence to reproduce, display and distribute Client’s listing content on Agency websites, affiliated third-party platforms, mobile apps and promotional materials;
(c) Client acknowledges Agency makes no guarantee of leads, traffic, conversions or business outcomes from the listing; use of the listing is at Client’s risk;
(d) Listing fees (if applicable) are in CAD, renew automatically for successive terms unless cancelled in writing at least thirty (30) days before renewal; paid fees are non-refundable unless explicitly agreed otherwise;
(e) Agency may suspend, modify or remove any listing at its discretion (with or without notice) if it believes the listing breaches these terms, involves illegal or misleading services, or creates liability risk; Agency shall not be liable for removal or non-publication;
(f) Content (including reviews, ratings) on the Directory may be user-generated; Agency does not endorse or verify such content and disclaims liability;
(g) Client shall comply with all applicable laws (including consumer-protection, privacy, anti-spam) in respect of their business, marketing activities, listing and operations. Client indemnifies Agency for any claim resulting from Client’s business or listing.
13. Amendments to This Agreement
Agency may amend or revise this Agreement at any time by posting the revised version on its website and/or providing notification (email or platform alert). The revised version will be identified by a new “Effective Date”. Unless Client explicitly rejects the revision in writing prior to its effective date, continued use of the Services or listing constitutes acceptance of the revised Terms. For material changes (e.g., changes to limitation of liability or dispute-resolution), Agency may require affirmative consent (such as click-through) from Client. It is Client’s responsibility to review the Agreement periodically.
14. Dispute Resolution, Governing Law & Jurisdiction
14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
14.2 Dispute Resolution. Prior to initiating formal legal proceedings, the parties agree to attempt good-faith negotiation, followed by mediation in Toronto, Ontario. If unresolved, the dispute may be submitted to binding arbitration under the rules of [ insert arbitration body ] in Toronto.
14.3 Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the courts of Ontario (Toronto) for any claim not subject to arbitration. The parties hereby waive any right to trial by jury.
14.4 Time to Bring Claim. Client must bring any claim against Agency within twelve (12) months after the event giving rise to the claim; after that time the claim is barred.
15. Severability, Entire Agreement & Waiver
15.1 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remainder of the Agreement shall continue in full force.
15.2 Entire Agreement. This Agreement (and all Statements of Work and Order Forms) constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or communications, whether oral or written.
15.3 No Waiver. The failure of either party to enforce any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.
16. Miscellaneous
16.1 Assignment. Client shall not assign or transfer this Agreement or any rights or obligations under it without Agency’s prior written consent. The agency may assign or subcontract its rights and obligations, provided it remains responsible for performance.
16.2 Notices. All notices must be in writing and delivered by email (to the address specified in the Statement of Work) or by courier to the address specified for each party. Notices are effective upon receipt (or if by email, when the sender receives a confirmation of delivery).
16.3 Relationship of Parties. Each party is an independent contractor. Nothing in this Agreement constitutes a partnership, joint-enterprise, agency, or employment relationship between the parties.
16.4 Headings. Section headings are for convenience only and shall not affect interpretation.
16.5 Time is of the essence. In performing its obligations under this Agreement, each party shall act in good faith and use commercially reasonable efforts.
By engaging the Services (or continuing to use the Directory or our websites), you confirm that you have read, understood, and agree to be bound by this Agreement.