Terms of Service

TERMS OF SERVICE

Client Service Agreement

Digital Shift Corporation · Ontario, Canada · Serving Clients Across Canada and the United States

digitalshiftmedia.com · 1-888-380-2260

SUMMARY OF KEY TERMS

This summary is provided for convenience only and does not replace or modify the full Terms of Service below. In the event of any conflict between this summary and the full Terms, the full Terms control. Client is responsible for reading and understanding the complete Terms of Service before accepting.

By accepting these Terms of Service, you are agreeing to the following key provisions (among others):

This is a business-to-business agreement. These Terms govern a commercial services relationship. By accepting, you confirm you are engaging Digital Shift for business purposes and have authority to bind your business entity. (Sections 2, 38)

No guarantee of results. Digital Shift does not guarantee any specific search engine ranking, traffic level, lead volume, email deliverability rate, landing page conversion rate, advertising performance, or business outcome. Results depend on factors outside Digital Shift’s control. (Sections 3, 23, 24, 27)

14-day satisfaction guarantee. If Digital Shift fails to deliver the onboarding and initial setup services described in your Proposal, you may request a refund within 14 days of your service start date. This guarantee does not cover dissatisfaction with results — only non-delivery of agreed services. (Section 6A)

Limitation of liability. Digital Shift’s total liability for all claims is limited to the lesser of six months of fees paid or $25,000 CAD. Indirect, consequential, and punitive damages are excluded. (Sections 34, 35)

Non-recourse. Claims may only be brought against Digital Shift Corporation as a corporate entity. Directors, officers, employees, and agents cannot be sued personally except for fraud or criminal conduct. (Section 35A)

Binding arbitration in Ontario, Canada. All disputes are resolved by binding arbitration in Toronto, Ontario, under Ontario law. You are waiving your right to sue in any court (including U.S. courts). (Section 40)

Class action waiver. You are waiving the right to participate in any class action, collective action, or representative proceeding. (Section 39)

Client responsibilities. You are responsible for providing accurate information, maintaining your platform accounts, approving content before publication, ensuring email lists are lawfully collected, and complying with applicable laws and platform terms. (Sections 8, 9, 11, 26, 38)

Content approval. Content created by Digital Shift (including social media, email, video, and landing pages) requires your approval before publication. You may authorize auto-approval for recurring content. Your approval means you accept responsibility for the factual accuracy and legal compliance of the approved content. (Sections 9, 11)

Cancellation requires written notice. To cancel, you must email support@digitalshiftmedia.com. A 30-day notice period and one final service charge apply. Verbal or informal cancellation is not valid. (Section 5)

These Terms may be updated. Digital Shift may amend these Terms with 30 days’ notice for material changes. Continued use after the notice period constitutes acceptance. (Section 41)

Questions? Contact legal@digitalshiftmedia.com before accepting if you have any questions about these Terms.

AGREEMENT AFFIRMATION & ELECTRONIC SIGNATURE

By completing checkout and/or by checking the box at registration, Client affirms that they have read, fully understand, and agree to be bound by these Terms of Service in their entirety. This action constitutes Client’s legally binding electronic signature and acceptance of this Agreement under applicable Canadian and United States electronic commerce and signature laws, including Ontario’s Electronic Commerce Act, 2000 and the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act). These Terms of Service, together with the applicable Proposal and any documents incorporated herein by reference, are integral to this Agreement and form the complete understanding between the parties. No services will be rendered until this affirmation is completed.

RIGHT TO NEGOTIATE AND SEEK INDEPENDENT ADVICE. Prior to accepting this Agreement, Client has had the opportunity to: (a) review these Terms of Service in their entirety at digitalshiftmedia.com/terms-of-service/; (b) request clarification of any provision by contacting Digital Shift in writing at legal@digitalshiftmedia.com; (c) propose modifications to any provision of this Agreement, which Digital Shift will consider in good faith (any agreed modifications must be documented in a written addendum signed by both parties); and (d) seek independent legal, financial, or business advice regarding this Agreement. Client acknowledges that Digital Shift has encouraged Client to seek independent advice before accepting. Client’s acceptance of this Agreement without exercising any of these rights constitutes Client’s voluntary, informed, and knowing waiver of such rights.

INTEGRATION AND ANTI-RELIANCE. Client acknowledges that this Agreement, together with the applicable Proposal, constitutes the entire agreement between the parties. Client has not relied on any representation, warranty, promise, guarantee, or statement made by Digital Shift or any of its employees, agents, or representatives that is not expressly set out in this Agreement or the Proposal. Without limiting the foregoing, Client acknowledges that no Digital Shift employee, agent, or representative has the authority to make any guarantee of results, ranking, traffic, revenue, or business outcomes, and any such guarantee — whether oral or written — is void and unenforceable unless expressly set out in the Proposal signed by an authorized officer of Digital Shift. Client further acknowledges that marketing descriptions of Digital Shift’s services on Digital Shift’s website, social media, advertising, case studies, and other promotional materials are general descriptions of Digital Shift’s service approach and do not constitute contractual warranties, service level commitments, or binding performance guarantees. The specific Services, deliverables, and service levels applicable to Client’s engagement are defined exclusively by this Agreement and the applicable Proposal. This anti-reliance clause is a material term of this Agreement.

By agreeing, Client expressly acknowledges: (a) they are of the age of majority in their province or state of residence; (b) they have read and understood the limitation of liability, disclaimer, indemnity, waiver of claims, non-recourse, and arbitration provisions of this Agreement; (c) they are waiving their right to sue Digital Shift or any Digital Shift Party (as defined below) in any court other than through binding arbitration in Ontario, Canada, or in the Ontario courts as specified in Section 40; (d) they are waiving their right to participate in any class action proceeding against Digital Shift or any Digital Shift Party; (e) this Agreement is a binding B2B commercial services agreement between sophisticated business parties; (f) Digital Shift may amend these Terms of Service in accordance with Section 41; and (g) they have had the opportunity to negotiate the terms of this Agreement and to seek independent legal advice.

Definitions
Engagement and Scope of Services
Nature of Services
Term of Agreement
Cancellation and Wind-Down
Fees, Payments, and Late Charges 6A. Limited Satisfaction Guarantee
Advertising Spend and Ad Payments
Client Obligations and Account Access
Content Ownership, Accuracy, Approval, and Client-Supplied Media 9A. Use of AI and Technology Tools
Franchise Brands, Trademarks, and Licensed Marks
Email Campaigns, Deliverability, and Anti-Spam Compliance 11A. Hosted Landing Pages and Lead Routing 11B. Automation, Integration, and Connectivity Tools
Monthly Support Hours (Hosting and Maintenance Plans)
General and Substantive Changes
Timing and Client Cooperation
Client Authorization
Telephone Tracking Number
Hosting, Domain, and Email Management
Subcontractors
Confidentiality
Intellectual Property
Non-Solicitation
Data Protection and Privacy (Canada and United States)
Search Engine Optimization — Scope, Limitations, and No-Guarantee
Google Algorithm Updates, Core Updates, and Ranking Fluctuations
Google Penalties, Manual Actions, and Client-Caused Issues 25A. Third-Party Attacks, Negative SEO, and External Sabotage
Third-Party Platforms and Account Suspensions
Social Media Services, Video Content, and Paid Social Advertising
Review and Reputation Management
Reporting, Data Accuracy, and Third-Party Tools
Errors and Omissions
Client Acknowledgments
Acceptable Use and Prohibited Conduct
Force Majeure 33A. Industry and Platform Changes
Disclaimers of Liability
Limitation of Liability 35A. Non-Recourse
Contractual Limitation Period
Pre-Dispute Notice and Cure
Client Representations, Warranties, Indemnity, and Waiver of Claims
Class Action Waiver
Governing Law, Jurisdiction, and Dispute Resolution
Miscellaneous

1. Definitions

For the purposes of this Agreement, the following terms have the meanings set out below:

“Agreement” means these Terms of Service together with the applicable Proposal, any written addenda, and all documents incorporated herein by reference.

“Client” means the individual or business entity that has accepted this Agreement by electronic affirmation, checkout completion, or written signature.

“Digital Shift” means Digital Shift Corporation, a corporation incorporated under the laws of Ontario, Canada.

“Digital Shift Parties” means Digital Shift Corporation, its parent companies, subsidiaries, and affiliates (if any), and each of their respective current and former directors, officers, shareholders, members, partners, employees, agents, representatives, contractors, subcontractors, insurers, successors, and assigns, collectively and individually. Any protection, limitation, disclaimer, indemnification, non-recourse provision, or waiver in this Agreement that applies to Digital Shift or Digital Shift Parties applies to each Digital Shift Party individually, jointly, and severally, regardless of whether the applicable Digital Shift Party is specifically named in a given provision. Each individual Digital Shift Party is an intended third-party beneficiary of every protective provision of this Agreement and may enforce such provisions directly, notwithstanding any rule of privity.

“Deliverables” means original content, copy, creative assets, web pages, graphics, SEO materials, reports, videos, and other work product created by Digital Shift specifically for Client under this Agreement. Deliverables do not include any Pre-Existing IP, Third-Party Licensed Content, or Franchise Marks (each as defined below) that may be incorporated into or used in connection with such work product.

“Franchise Marks” means any trademarks, service marks, trade names, trade dress, logos, brand colours, brand guidelines, proprietary brand systems, and any other intellectual property owned or controlled by a franchisor, licensor, or brand parent entity that is incorporated into Deliverables or Services at Client’s direction.

“Pre-Existing IP” means any tools, methodologies, frameworks, processes, templates, software, proprietary systems, and intellectual property owned by Digital Shift that existed prior to this Agreement or that were developed independently of the Services.

“Third-Party Licensed Content” means stock photographs, stock video, licensed fonts, third-party software, plugins, widgets, and any other content or materials subject to a third-party licence that are incorporated into Deliverables.

“Gross Negligence” means conduct that represents a marked and substantial departure from the standard of care that a reasonably competent digital marketing professional would exercise in similar circumstances, demonstrating a conscious or reckless disregard for the foreseeable consequences of that conduct. Gross Negligence requires more than mere inadvertence, ordinary negligence, error in professional judgment, poor strategic outcomes, or failure to achieve desired results. For clarity, the following do not constitute Gross Negligence: (a) failure to achieve any particular search engine ranking, traffic volume, lead generation target, or business outcome; (b) strategic or tactical decisions made in the exercise of professional judgment that, with the benefit of hindsight, prove to be suboptimal; and (c) the impact of third-party platform changes, algorithm updates, or competitor actions on Client’s results. The determination of whether conduct constitutes Gross Negligence shall be assessed by reference to the professional standards applicable to digital marketing service providers at the time the relevant conduct occurred. The burden of proving Gross Negligence rests solely with the party alleging it.

“Willful Misconduct” means an intentional act or deliberate omission carried out with the knowledge that such act or omission is wrongful and with the intent to cause harm or with reckless indifference to whether harm would result. Willful Misconduct does not include any act or omission undertaken in good faith, even if the result is adverse. The burden of proving Willful Misconduct rests solely with the party alleging it.

“Services” means the digital marketing and related services outlined in the applicable Proposal or service order.

“Proposal” means the written service proposal, quote, estimate, service order, or scope of work document provided by Digital Shift and accepted by Client, which describes the specific Services, fees, and service terms applicable to Client’s engagement.

“Third-Party Platforms” means Google, Google Business Profile, Meta, Facebook, Instagram, TikTok, YouTube, LinkedIn, advertising platforms, website hosting providers, email service providers (ESPs), customer relationship management systems (CRMs), marketing automation platforms, landing page builders and hosts (e.g., Swipe Pages, Unbounce, Leadpages, or similar), integration and automation tools (e.g., Zapier, Make, native API connectors), analytics tools, domain registrars, DNS providers, and any other third-party digital service, software, platform, tool, or API used in connection with the delivery of Services.

Order of Precedence. In the event of a conflict between these Terms of Service and the applicable Proposal, these Terms of Service shall prevail, except with respect to: (a) the specific description of Services and Deliverables to be provided; (b) the fees for such Services; and (c) the service timeline or schedule, in which case the Proposal shall prevail. For all other matters — including liability, disclaimers, dispute resolution, and indemnification — these Terms of Service control. No provision of the Proposal shall be construed to create a warranty, guarantee, or performance commitment that is inconsistent with the disclaimers in these Terms of Service unless the Proposal expressly states: “This provision supersedes Section [X] of the Terms of Service” and is signed by an authorized officer of Digital Shift.

2. Engagement and Scope of Services

Client engages Digital Shift as an independent contractor and marketing consultant to perform the Services. Services may include, without limitation: local search engine optimization (SEO), Google Business Profile (GBP) management, content creation, social media strategy and posting, vertical video production, local AI search optimization, link outreach, website design and hosting, paid advertising management (Google Ads, Meta Ads, and other platforms), telephone call tracking, email campaign management, reputation management assistance, and related digital marketing services. The specific services provided to Client are set out in the applicable Proposal.

Digital Shift services clients across Canada and the United States, including franchise systems, franchisees, franchisors, and independently owned businesses. This Agreement is a business-to-business (B2B) commercial services agreement entered into between sophisticated commercial parties. No provision of this Agreement shall be interpreted as creating a consumer contract or a consumer protection obligation beyond those applicable to B2B commercial agreements under applicable law.

No Fiduciary or Trust Relationship. The relationship between Digital Shift and Client is that of independent contractor and client. Nothing in this Agreement or in the performance of the Services shall create, or be construed to create, a fiduciary, trust, agency (except as expressly authorized in Section 15), partnership, joint venture, or employment relationship between the parties. Client acknowledges that Digital Shift acts at all times in an arm’s-length commercial capacity. Digital Shift’s access to and management of Client’s digital accounts, advertising platforms, and website is solely for the purpose of performing the contracted Services and does not give rise to any fiduciary or trust obligation.

Digital Shift maintains professional liability (Errors and Omissions) insurance with commercially reasonable coverage limits appropriate to the nature and scope of the Services. Digital Shift will provide Client with a certificate of insurance upon reasonable written request. The existence of insurance does not expand, modify, or create any obligation or liability beyond what is expressly set out in this Agreement.

3. Nature of Services

The Services provided by Digital Shift include both: (a) Advisory Services — including strategic recommendations, SEO analysis, content strategy, campaign planning, reporting, and professional opinions regarding digital marketing best practices; and (b) Implementation Services — including website modifications, content publication, advertising campaign setup and management, account management, and hosting.

With respect to Advisory Services, Client acknowledges that all recommendations represent professional opinions based on information available at the time, current industry practices, and Digital Shift’s expertise, and that the ultimate decision to implement, modify, or reject any recommendation rests solely with Client.

With respect to Implementation Services, Digital Shift will perform such services with commercially reasonable care and skill consistent with generally accepted practices in the digital marketing industry.

Nothing in this Agreement, and no service performed hereunder, shall be construed as a guarantee, warranty, or assurance of any particular outcome, result, search engine ranking, traffic level, lead volume, email deliverability rate, email open rate, email click-through rate, landing page conversion rate, revenue, or business performance, whether in connection with Advisory Services or Implementation Services. Client expressly waives any claim against Digital Shift Parties arising from Client’s decision to implement, partially implement, modify, or decline to implement any recommendation made by Digital Shift.

Not Legal, Tax, or Regulatory Advice. Digital Shift does not provide legal, tax, accounting, or regulatory compliance advice. Nothing in the Services — including recommendations, content creation, privacy policy implementation assistance, consent language suggestions, advertising compliance guidance, or anti-spam compliance assistance — constitutes legal advice or a legal opinion. Client is solely responsible for obtaining independent legal advice regarding: (a) privacy and data protection compliance; (b) consent and opt-in requirements; (c) anti-spam compliance (CASL, CAN-SPAM, and others); (d) advertising standards and disclosure requirements; (e) industry-specific regulatory compliance; and (f) any other legal or regulatory obligation applicable to Client’s business, content, or marketing activities. Digital Shift’s assistance with implementing compliance measures (such as privacy policies, consent mechanisms, or disclosure language) is provided as a marketing service and does not create an attorney-client relationship or constitute legal advice regarding the adequacy or sufficiency of such measures.

4. Term of Agreement

This Agreement becomes effective on the date Client completes registration and electronic affirmation, or the date accepted by Digital Shift in writing, whichever is earlier. The Agreement continues for one full year (12 months) and thereafter on a month-to-month basis unless terminated in accordance with Section 5.

Digital Shift reserves the right to terminate this Agreement immediately, without notice or refund, if: (i) Client fails to pay any fees when due; (ii) Client ceases to cooperate or makes it unreasonably difficult for Digital Shift to perform the contracted Services; (iii) Client uses Digital Shift’s Services or Deliverables for any illegal or unauthorized purpose, or in violation of any applicable federal, provincial, state, or local law, or any Third-Party Platform terms of service; or (iv) Client transmits or causes to be published any malicious code, worms, viruses, or content of a destructive or prohibited nature.

5. Cancellation and Wind-Down

Client agrees to the continued receipt of Services under this Agreement until a formal written cancellation notice has been submitted to Digital Shift. Cancellation and account change notices must be submitted exclusively by one of the following methods: (a) email to support@digitalshiftmedia.com with the subject line “Cancellation Request — [Client Business Name]” or “Account Change Request — [Client Business Name]” as applicable; or (b) through Digital Shift’s designated online support portal. Verbal notice, telephone notice, text messages, social media messages, and messages sent to individual Digital Shift employees or account managers do not constitute valid cancellation notice and will not trigger the cancellation process. Digital Shift will send written confirmation of receipt of a valid cancellation notice within two (2) business days. If Client does not receive confirmation, Client should resubmit the cancellation notice and contact Digital Shift to verify receipt.

Upon receipt of a valid written cancellation notice, the following sequence applies:

(i) A minimum thirty (30) day notice period commences immediately upon Digital Shift’s receipt of the written notice;

(ii) One (1) final service charge is processed in accordance with Client’s existing subscription billing schedule, covering the full wind-down service period;

(iii) During the wind-down period, Digital Shift will: (a) continue performing agreed Services; (b) complete all outstanding Deliverables in progress; (c) prepare and deliver a transition summary documenting active campaigns, account access, pending tasks, and recommendations for continuity; and (d) cooperate with Client’s transition to a new provider or in-house management. Digital Shift will provide a written summary of work performed during the wind-down period upon Client request;

(iv) Upon completion of the final service period, the account is formally closed and no further charges will be processed.

Outstanding fees, interest, or other amounts owed remain due and payable regardless of cancellation. All fees paid are nonrefundable except as expressly provided in Section 6A. Client acknowledges that cancellation does not extinguish or reduce any obligation, liability, or amount owed by Client under this Agreement that accrued prior to the effective date of cancellation.

Post-Cancellation Survival of Protections. Client expressly acknowledges and agrees that cancellation or termination of this Agreement does not extinguish, reduce, or limit: (a) the protections afforded to Digital Shift Parties under this Agreement, including the limitation of liability (Section 35), non-recourse (Section 35A), disclaimers (Section 34), indemnification (Section 38), waiver of claims (Section 38), class action waiver (Section 39), and dispute resolution provisions (Section 40); (b) Client’s indemnification obligations with respect to any event, claim, or circumstance arising during the Term; or (c) the enforceability of any provision designated as surviving in Section 41. The protections afforded to each individual Digital Shift Party — including directors, officers, shareholders, employees, agents, and subcontractors — survive termination and continue to protect each such individual regardless of whether they remain affiliated with Digital Shift at the time a claim is asserted.

6. Fees, Payments, and Late Charges

Client agrees to pay in full when due the monthly fees for the Services selected in the applicable Proposal. Payment is due upon the service start date and is processed automatically on a recurring basis per the service cycle. The first monthly fee is due upon acceptance of this Agreement. All subsequent monthly fees are due on the same calendar day of each successive month.

Any fee not paid within ten (10) days after its due date shall bear a late charge at the rate of 2% per month (24% per annum) from the tenth (10th) day until paid in full. In no event shall the total of all late charges, interest, fees, and costs charged to Client under this Agreement exceed the maximum rate permitted by Section 347 of the Criminal Code (Canada) or the maximum rate permitted by applicable provincial or U.S. state law, whichever is lower. If any charge is found to exceed the permitted maximum, it shall be automatically reduced to the maximum permitted rate, and any excess already collected shall be credited to Client’s account. Once paid, all fees are nonrefundable except as expressly provided in Section 6A. Digital Shift reserves the right to increase monthly fees upon forty-five (45) days’ prior written notice to Client.

If a prior month’s payment is missed, Digital Shift reserves the right to attempt recapture of the outstanding amount no sooner than five (5) business days following the missed payment date. The subscription and Services shall remain active during this recapture window, provided the outstanding balance is resolved within the ten (10) day grace period. Digital Shift reserves the right to suspend Services for non-payment without liability. Suspension does not relieve Client of the obligation to pay all accrued fees.

Charge Disputes. Client agrees that any questions or disputes regarding charges must be directed to Digital Shift in writing at support@digitalshiftmedia.com within thirty (30) days of the charge date. Digital Shift will investigate and respond to written billing inquiries within ten (10) business days. If Client initiates a chargeback, payment dispute, or third-party claim with a financial institution without first submitting a written billing inquiry to Digital Shift and allowing ten (10) business days for resolution, Digital Shift may, in its discretion: (a) suspend Services until the dispute is resolved; and (b) recover from Client all associated dispute fees, chargeback fees, bank fees, and reasonable administrative costs incurred by Digital Shift as a direct result of the chargeback. Client acknowledges that unresolved chargebacks may impact Digital Shift’s ability to continue processing payments and providing Services. Nothing in this provision restricts Client’s rights under applicable payment card network rules or consumer protection legislation.

6A. Limited Satisfaction Guarantee

To ensure Clients do not feel pressured during sign-up and to confirm that onboarding has been completed satisfactorily, Digital Shift offers a limited satisfaction guarantee during the initial onboarding period. Subject to the conditions below, if Client is dissatisfied with the Services and can demonstrate that Digital Shift has failed to deliver the onboarding and initial setup Services substantially as described in the applicable Proposal, Client may request a refund by providing written notice to Digital Shift within fourteen (14) days of the service start date (the “Guarantee Period”). To be eligible, Client must: (a) have provided all requested access, materials, and cooperation within the timelines specified by Digital Shift; (b) not be in breach of any provision of this Agreement; (c) provide specific written details of the onboarding or setup Services not delivered; and (d) have raised the dissatisfaction in writing during the Guarantee Period.

Critical Distinction — Undelivered Services vs. Undesired Results. This guarantee covers only the non-delivery or material non-performance of onboarding and initial setup Services described in the Proposal (e.g., Digital Shift failed to complete account setup, failed to configure agreed platforms, failed to begin agreed optimizations, or failed to conduct the onboarding review). This guarantee does not cover and shall not be invoked for dissatisfaction with the results of Services that were in fact delivered, including but not limited to: rankings that did not meet Client’s expectations, traffic levels below Client’s projections, lead volumes Client considers inadequate, advertising performance below Client’s targets, or any other performance outcome. Results are subject to the disclaimers and no-guarantee provisions in Sections 3, 23, 24, and 27 of this Agreement and are expressly excluded from this guarantee. If Digital Shift has performed the onboarding and initial setup Services described in the Proposal — regardless of whether the results achieved meet Client’s expectations — the guarantee conditions have not been met and no refund shall be issued.

If the conditions are met, Digital Shift will issue a refund of fees paid for the initial service period, less the fair value of any Services already rendered and Deliverables already provided during the Guarantee Period. This guarantee applies only to Digital Shift’s management fees and does not apply to advertising spend, third-party platform fees, or any other amount not paid directly to Digital Shift as a service fee. This Section 6A is Client’s sole and exclusive remedy under any satisfaction guarantee and supersedes any other guarantee, representation, or promise not expressly set out in this Agreement. The existence of this guarantee does not modify the limitation of liability in Section 35. This guarantee is available once per Client engagement and may not be invoked for subsequent service periods, renewals, or upgrades.

7. Advertising Spend and Ad Payments

Where Digital Shift manages paid advertising campaigns, ad boosting, or any paid media on behalf of Client — including Google Ads, Meta Ads, Facebook, Instagram, social media boosting, display advertising, or any other paid digital platform — the following apply:

(i) All advertising spend, media budgets, platform fees, and ad-related charges are the sole financial responsibility of Client;

(ii) Digital Shift accesses and manages advertising platforms using a payment method provided by and belonging to Client. Client’s payment method is used exclusively for ad spend on Client’s behalf and is not used for Digital Shift’s management fees;

(iii) Client authorizes Digital Shift to use Client’s designated payment method for placing, managing, and optimizing ads on Client’s behalf. For social advertising, Client agrees to pay ad spend directly to the applicable platform (e.g., Meta/Facebook);

(iv) Client is solely responsible for ensuring sufficient funds, credit availability, and accuracy of the payment method on file with each advertising platform;

(v) Digital Shift shall not be liable for any charges, overspend, platform penalties, account suspensions, or billing disputes arising from Client’s advertising accounts or payment methods;

(vi) Outstanding ad spend balances owed directly to advertising platforms are the exclusive obligation of Client and do not constitute fees owed to Digital Shift;

(vii) Digital Shift’s management fees for advertising services are separate from and in addition to any advertising spend incurred by Client;

(viii) Client acknowledges that paid advertising campaigns involve complex configuration across multiple variables including targeting parameters, bidding strategies, budget allocations, audience segments, and creative placements. While Digital Shift will exercise commercially reasonable care in configuring and managing campaigns, errors in campaign configuration — including but not limited to incorrect targeting, budget overruns, bidding errors, or inadvertent audience selections — may occur. Digital Shift Parties shall not be liable for wasted advertising spend, budget overruns, or platform charges resulting from campaign configuration errors, provided Digital Shift takes prompt corrective action upon identifying or being notified of the error. Client’s sole remedy for any campaign configuration error is correction of the error and, where applicable, the credit mechanism in Section 30. For clarity, Digital Shift’s liability for campaign configuration errors does not include and shall not be calculated based on the advertising spend itself (which is Client’s financial obligation to the platform), but is limited to the management fee payable to Digital Shift for the period in question, subject to the aggregate limitation in Section 35.

8. Client Obligations and Account Access

Client agrees to supply all relevant information, credentials, and assistance necessary to perform the Services, including but not limited to: website access, Google Business Profile access, Google Analytics, Google Search Console, social media accounts (Facebook, Instagram, LinkedIn, TikTok, YouTube, and others as applicable), advertising platform accounts, email service provider (ESP) accounts, CRM access, marketing automation platform accounts, landing page builder accounts, integration and automation tool accounts (e.g., Zapier), domain registrar access, DNS management access, hosting credentials, databases, software, content, images, and graphics. Client acknowledges that Digital Shift’s ability to perform Services is contingent upon receiving timely access to all required accounts and platforms.

Account Suspensions. If any account required for the performance of Services — including social media accounts, advertising accounts, or platform accounts — is suspended, restricted, or terminated by the applicable platform, it is the Client’s sole responsibility to resolve the suspension and restore access. Digital Shift will provide reasonable assistance to support the reinstatement process or, where appropriate, assist in creating replacement accounts. Billing will continue uninterrupted during any suspension period, as Digital Shift continues to create content, produce Deliverables (including video content), and post to all other active platforms on Client’s behalf. A suspension of one account does not constitute a suspension of the full service engagement.

Service Allocation During Suspensions. During any period in which one or more Client accounts are suspended, restricted, or inaccessible, Digital Shift will reallocate service hours toward: (a) other active platforms and channels; (b) content creation, video production, and asset development for future publication; (c) strategic planning and audit activities; and (d) suspension remediation and platform reinstatement efforts. Digital Shift will document the work performed during any suspension period and provide a summary upon Client request.

Client also agrees that additions to the scope of the project, initiated by Client, will result in reassessment of fees.

Client-Initiated Plan Downgrades and Service Reductions. Client may request a downgrade to a lower service plan or a reduction in the scope of Services by submitting a written request to support@digitalshiftmedia.com. Digital Shift will process valid downgrade requests effective on the next billing cycle following the applicable notice period. Client expressly acknowledges and agrees that:

(i) Reducing the scope of Services, moving to a lower-tier plan, reducing advertising budgets, eliminating service components, or otherwise decreasing investment in digital marketing — whether at Client’s discretion or due to budgetary constraints — may result in a decline in search engine rankings, organic traffic, lead volume, visibility, advertising performance, and overall business results;

(ii) Digital Shift will advise Client in writing if, in Digital Shift’s professional judgment, a proposed downgrade or reduction is likely to materially and negatively impact Client’s results. Where Digital Shift has provided such advice and Client proceeds with the downgrade, Client assumes sole and complete responsibility for any decline in performance, rankings, traffic, or results that follows;

(iii) Digital Shift Parties shall not be liable for any loss of rankings, traffic, leads, revenue, visibility, or any other performance decline that results in whole or in part from a Client-initiated downgrade, plan reduction, budget reduction, or service scope reduction, regardless of when the performance impact occurs;

(iv) SEO and digital marketing results are cumulative — reducing investment may not merely slow growth but may actively reverse prior gains. Recovery to prior performance levels is not guaranteed even if Client subsequently upgrades or restores the original service scope;

(v) A downgrade does not entitle Client to a refund, credit, or fee adjustment for any period prior to the effective date of the downgrade, nor for any performance decline attributed to the downgrade;

(vi) Digital Shift will document its professional recommendation regarding any proposed downgrade. Client’s decision to proceed with a downgrade after receiving Digital Shift’s recommendation constitutes Client’s informed acceptance of the associated risks and a waiver of any claim against Digital Shift Parties arising from the consequences of the downgrade;

(vii) Where Client elects to retain certain Service components while eliminating or reducing others (e.g., retaining SEO services while cancelling content creation, or retaining Google Business Profile management while cancelling link building), Client acknowledges that digital marketing services are interdependent — the effectiveness of retained Service components may be materially diminished by the removal of complementary components. Digital Shift will advise Client in writing regarding the likely impact of removing specific Service components on the performance of retained Services. Digital Shift Parties shall not be liable for any decline in the performance of retained Services that results in whole or in part from Client’s decision to eliminate complementary Service components.

Concurrent Third-Party Agencies. If Client engages any other digital marketing agency, SEO provider, web developer, or third party to perform services that overlap with or impact the Services provided by Digital Shift — including but not limited to SEO, content creation, link building, website development, or advertising management — Client must notify Digital Shift in writing within five (5) business days. Client acknowledges that concurrent engagement of multiple agencies performing overlapping services may result in conflicting strategies, technical conflicts, and adverse impacts on rankings, traffic, and performance. Digital Shift Parties shall not be liable for any performance decline, ranking loss, penalty, or adverse outcome that results in whole or in part from the actions of any third-party agency or service provider engaged by Client. Where Digital Shift identifies a conflict between its strategies and those of a third-party agency, Digital Shift will notify Client in writing, and Client shall be solely responsible for resolving the conflict and directing Digital Shift on how to proceed.

9. Content Ownership, Accuracy, Approval, and Client-Supplied Media

Digital Shift has no proprietary, financial, or other interest in Client’s content under this Agreement. Digital Shift does not, by virtue of offering or hosting Client content, edit, distribute, market, sublicense, publish, or otherwise provide Client content to end users without Client’s permission. Client is solely responsible for the information, data, graphics, text, quality, performance, and all other aspects of its content, including accuracy of all grammar and spelling.

Client will ensure that Digital Shift has the rights to post, edit, modify, or adjust any and all images and graphics that Digital Shift has access to as outlined in the applicable Proposal. All provided intellectual property and copyrights are owned or leased by Client, and Client warrants that Digital Shift’s use of such materials as directed does not infringe any third-party rights.

Content Approval Process. Where Digital Shift creates content on behalf of Client — including but not limited to social media posts, captions, vertical video content, blog posts, and advertising creative — such content will be submitted to Client for review and approval prior to publication. For email campaign content and automation sequences, the approval process in Section 11 (Email Content Approval) applies.

Approval Methods. Client’s approval may be provided by: (a) written confirmation via email (the primary and preferred method); (b) verbal confirmation provided during a scheduled call or meeting, which Digital Shift will document in a follow-up email summarizing the approved content — Client’s failure to object to the summary within two (2) business days constitutes confirmation of the verbal approval; or (c) auto-approval, where Client has instructed Digital Shift — in writing — to publish content without requiring individual approval for each piece (e.g., standing approval for recurring social media posting, content calendar approval, or approval of content categories or templates). Where Client has elected auto-approval, Client assumes full responsibility for all content published under the auto-approval arrangement as if Client had individually reviewed and approved each piece. Client may revoke or modify auto-approval instructions at any time by providing written notice to Digital Shift, effective upon receipt.

Client’s approval (by any method) constitutes Client’s authorization to publish and Client’s confirmation that the content is factually accurate with respect to Client’s business, products, services, and claims. Following Client approval, responsibility for the published content shall be allocated as follows: (a) Client bears responsibility for the factual accuracy of all business claims, product descriptions, pricing, regulatory compliance specific to Client’s industry, and any content based on information supplied by Client; (b) Digital Shift bears responsibility for errors that are solely attributable to Digital Shift’s professional execution and that a qualified digital marketing professional would have identified and avoided (e.g., publication to the wrong platform, use of an incorrect Client trademark, or material deviation from approved content), subject to the limitation of liability in Section 35 and the sole and exclusive remedy provisions in Section 30. Client’s approval does not release Digital Shift from responsibility for professional errors described in (b) above, but Client agrees that Digital Shift’s total liability for any such error shall not exceed the limitation set out in Section 35.

Unauthorized Publications. In the event that Digital Shift publishes content on behalf of Client that has not been submitted to Client for review and approval as required by this Section, or that materially deviates from the content approved by Client, Digital Shift will: (a) promptly remove or correct the unauthorized content upon becoming aware of the issue; and (b) use commercially reasonable efforts to remediate any adverse consequences of the unauthorized publication. Digital Shift’s liability for any unauthorized publication is subject to the limitation of liability in Section 35 and the sole and exclusive remedy provisions in Section 30. Client agrees to notify Digital Shift promptly in writing upon becoming aware of any unauthorized publication.

Client-Supplied Photos, Video, and Written Content. Where Client provides Digital Shift with photographs, video clips, images, or any visual media featuring identifiable individuals, Client represents and warrants that: (i) all individuals depicted have provided their express written consent or model release authorizing the use of their likeness for commercial and promotional purposes; (ii) Client holds all necessary rights, licences, and permissions to provide such media to Digital Shift for use in the Services; and (iii) the use of such media by Digital Shift as directed by Client does not violate any individual’s privacy rights, personality rights, or any applicable law in Canada or the United States.

Where Client provides written content, copy, testimonials, or any other text-based material, Client represents and warrants that: (i) Client has the full right and permission to use and provide such content; (ii) the content does not infringe any third-party copyright, trademark, or intellectual property right; and (iii) any attributed statements, testimonials, or quotes have been provided with the knowledge and consent of the person attributed.

Digital Shift Parties shall not be liable for any claim, demand, or legal action arising from Client-supplied media or written content. Client agrees to indemnify and hold the Digital Shift Parties harmless from any such claim in accordance with Section 38.

Digital Shift reserves the right, in its sole discretion, to decline to create, post, or publish content that it determines to be unlawful, offensive, threatening, defamatory, pornographic, obscene, or otherwise objectionable, or that violates any party’s intellectual property rights or any platform’s terms of service.

9A. Use of AI and Technology Tools

Client acknowledges and agrees that Digital Shift may use artificial intelligence tools, automated systems, and other technology-assisted methods in the creation of content, analysis of data, optimization of campaigns, and performance of other Services. All AI-assisted content is reviewed, edited, and approved by qualified Digital Shift personnel before submission to Client. Digital Shift remains responsible for the quality and professional standards of all Deliverables regardless of the tools used in their creation, subject to the limitations and disclaimers in this Agreement. Client’s approval process under Section 9 applies equally to AI-assisted and human-created content. Client agrees not to assert any claim against Digital Shift Parties based solely on the use of AI tools in the creation of Deliverables, provided the Deliverables meet the professional standards described in this Agreement.

10. Franchise Brands, Trademarks, and Licensed Marks

Where Client is a franchisee, franchisor, brand licensee, or operates under a franchise agreement or trademark licence, the following additional terms apply:

Franchisor/Franchisee Authorization. Client represents and warrants that: (i) Client has obtained all necessary authorizations, licences, and written permissions from the applicable franchisor, brand parent entity, or trademark owner to engage Digital Shift as a third-party marketing agency; (ii) Client has the right to authorize Digital Shift to use, reproduce, modify, and publish all Franchise Marks, brand guidelines, brand assets, trade dress, and proprietary marketing materials provided to Digital Shift in connection with the Services; (iii) Client’s franchise agreement, trademark licence, or brand guidelines permit the engagement of third-party agencies for the creation and publication of marketing content using the Franchise Marks; and (iv) any restrictions, approval requirements, or usage guidelines imposed by the franchisor or trademark owner have been disclosed to Digital Shift in writing.

No Trademark Quality Control Obligation. Digital Shift’s use of Franchise Marks is solely at Client’s direction and authorization. Digital Shift has no obligation to verify, monitor, or enforce trademark quality control standards on behalf of any franchisor or trademark owner. Trademark quality control remains the sole responsibility of the franchisor or trademark owner in accordance with Section 50 of Canada’s Trademarks Act and applicable US trademark law, including the Lanham Act.

Franchisor Direction Changes. Client acknowledges that franchisors may modify brand guidelines, restrict marketing activities, or revoke third-party agency authorizations at any time. If a franchisor revokes or restricts Digital Shift’s authorization to use Franchise Marks, Client must notify Digital Shift immediately in writing. Digital Shift will cease use of affected Franchise Marks promptly upon such notice, but billing continues unaffected as Digital Shift continues to provide all other Services. Any work product that must be revised or discarded due to franchisor direction changes shall not entitle Client to a credit or refund.

Indemnification for Franchise IP Claims. Client agrees to indemnify, defend, and hold the Digital Shift Parties harmless from and against any claim, demand, lawsuit, penalty, or expense (including reasonable attorneys’ fees) arising from or related to: (a) Digital Shift’s authorized use of Franchise Marks as directed by Client; (b) any allegation that Client lacked authority to authorize Digital Shift’s use of Franchise Marks; (c) any franchisor or trademark owner claim against Digital Shift arising from Client’s failure to obtain required authorizations; or (d) any claim of trademark infringement, dilution, or passing off arising from Digital Shift’s use of Franchise Marks in accordance with Client’s instructions. This indemnification is in addition to and does not limit the general indemnification obligations set out in Section 38, and survives termination of this Agreement.

11. Email Campaigns, Deliverability, and Anti-Spam Compliance

Where Digital Shift implements, configures, or assists with email marketing campaigns or email automations on behalf of Client — whether through Client’s email service provider (ESP), a third-party platform, via API, via automation tools (e.g., Zapier), or via accounts configured to match Client branding (collectively, “Email Services”) — the following terms apply:

Service Provider Relationship for Email. With respect to Email Services, Digital Shift acts as an authorized service provider that implements and configures email campaigns and automations at Client’s direction and on Client’s behalf. This service-provider role is limited to the operational setup, configuration, and management of Email Services and does not create a general agency relationship, partnership, or employment relationship (which are disclaimed in Section 41). Client remains solely responsible for all decisions regarding consent, list legality, content compliance, and regulatory compliance.

Email Automations and Event-Based Triggers. Where Digital Shift configures automated email sequences or event-triggered emails (e.g., welcome sequences, follow-ups, appointment reminders, review requests, or drip campaigns), Client acknowledges that: (a) automated emails are triggered by events occurring within Client’s own systems, platforms, or Third-Party Platforms (e.g., form submissions, CRM status changes, appointment bookings, or purchase events); (b) Digital Shift configures the automation logic and email content, but does not control the triggering events, which are generated by Client’s business operations and Client’s systems; (c) once an automation is activated with Client’s approval, emails will be sent automatically without further manual review by Digital Shift for each individual send; (d) Client is solely responsible for ensuring that the triggering events and recipient data flowing into the automation are accurate, lawful, and compliant with applicable anti-spam and privacy legislation; (e) Digital Shift Parties shall not be liable for emails sent to incorrect, outdated, or non-consenting recipients where the recipient data originated from Client’s systems or Third-Party Platforms; and (f) Client is responsible for monitoring, pausing, or deactivating automations if Client becomes aware that triggering data or recipient lists are inaccurate or non-compliant.

Email Content Approval. Digital Shift will submit email content — including subject lines, body copy, offers, claims, calls-to-action, targeting/segmentation parameters, and automation sequence logic — to Client for approval prior to activation. Client’s approval (whether by written confirmation, email, or other agreed method) constitutes Client’s authorization to send or activate the automation, and Client’s confirmation that the content complies with applicable advertising standards, regulatory requirements, and applicable law. Digital Shift Parties shall not be liable for any claim, penalty, or regulatory action arising from email content approved by Client. For automated email sequences, Client’s approval of the sequence content and logic at the time of setup constitutes ongoing approval for all subsequent sends within that sequence unless Client instructs Digital Shift in writing to modify or deactivate the automation.

Client Opt-In Responsibility. Client is solely responsible for ensuring that all contacts, subscribers, and recipients included in any email campaign list have provided their express, informed consent to receive commercial electronic messages, in full compliance with all applicable laws, including Canada’s Anti-Spam Legislation (CASL), the U.S. CAN-SPAM Act, and any other applicable federal, provincial, or state anti-spam or privacy legislation. Client represents and warrants that all contact lists provided to Digital Shift consist exclusively of individuals who have validly opted in to receive communications from Client.

List Legality. Client represents and warrants that all email lists, customer lists, remarketing lists, and contact data provided to Digital Shift: (a) have been collected lawfully and with all required consents; (b) have not been scraped, purchased in violation of applicable law, obtained through deceptive means, or otherwise compiled in a non-compliant manner; and (c) are accurate and up-to-date. Digital Shift is not responsible for verifying the provenance, legality, or compliance of any list provided by Client.

Opt-Out Management. Client is solely responsible for maintaining an accurate and up-to-date record of individuals who have opted out, unsubscribed, or withdrawn consent. Client must promptly notify Digital Shift — in writing and within two (2) business days — of any opt-out, unsubscribe request, or withdrawal of consent received by Client through any channel. Digital Shift is not liable for sending communications to individuals who have opted out if Client has failed to provide timely written notification of such opt-out to Digital Shift.

Sending Identity and Domain Authentication. Where emails are sent using an account configured with Client’s brand name, from-address, or domain, Client authorizes Digital Shift to send emails using that identity and confirms that such use is authorized. Where domain authentication (including SPF, DKIM, and DMARC configuration) is required for email deliverability, Client is responsible for providing Digital Shift with access to Client’s domain/DNS settings and authorizing the necessary changes. Client is solely responsible for Client’s domain and DNS configuration. Digital Shift Parties shall not be liable for deliverability issues caused by Client’s failure to implement or maintain required domain authentication records.

No Guarantee of Deliverability. Digital Shift does not guarantee and makes no representation or warranty regarding: email deliverability rates, inbox placement, spam folder avoidance, open rates, click-through rates, conversion rates, bounce rates, sender reputation, domain reputation, IP reputation, or avoidance of blacklisting. Email deliverability depends on numerous factors outside Digital Shift’s control, including ESP algorithms, recipient email provider filtering, list quality and engagement, Client’s sending history and domain reputation, content characteristics, and industry-level deliverability trends. Digital Shift Parties shall not be liable for any deliverability failure, inbox placement issue, blacklisting, domain reputation decline, or email performance outcome, regardless of cause.

No Liability for Client-Provided Lists. Digital Shift is not responsible for verifying the validity, accuracy, or legal compliance of contact lists provided by Client. Any regulatory penalty, fine, complaint, or legal action arising from the use of non-compliant contact lists, invalid opt-ins, or failure to honour opt-outs is the sole responsibility of Client. Client agrees to indemnify and hold the Digital Shift Parties harmless from any claim, fine, penalty, investigation, or liability arising from: (a) email content, subject lines, offers, or claims approved by Client; (b) list provenance, consent, or opt-in compliance; (c) anti-spam or privacy law violations; (d) Client’s instructions regarding targeting, segmentation, or sending; or (e) any complaint or regulatory action arising from emails sent on Client’s behalf.

11A. Hosted Landing Pages and Lead Routing

Where Digital Shift builds, manages, or maintains landing pages on behalf of Client — whether hosted on Client’s own website, on a Third-Party Platform (e.g., Swipe Pages, Unbounce, Leadpages, or similar), or on Digital Shift’s infrastructure (collectively, “Hosted Landing Pages”) — the following terms apply:

Platform Hosting Responsibility. Where Hosted Landing Pages are hosted on a Third-Party Platform, the Third-Party Platform (not Digital Shift) is responsible for hosting uptime, infrastructure reliability, server availability, platform-level security, and data center operations. Digital Shift Parties shall not be liable for any outage, downtime, data loss, security incident, or performance issue attributable to the hosting platform.

Landing Page Legal Content. Client is solely responsible for the legal compliance of all substantive content on Hosted Landing Pages, including but not limited to: product or service claims, pricing, promotional offers, contest or sweepstakes rules, regulatory disclosures, health or safety claims, financial claims, testimonial disclosures, and any statements subject to industry-specific regulation — even where Digital Shift drafts, designs, or implements the copy at Client’s direction. Client’s approval of landing page content constitutes Client’s confirmation that all claims, disclosures, and representations comply with applicable law.

Privacy Policy and Consent. Where Hosted Landing Pages collect personal information (including leads, contact information, or form submissions), Client is solely responsible for providing and maintaining a compliant privacy policy, required legal notices, cookie consent mechanisms, and consent language, in accordance with applicable Canadian and U.S. privacy legislation. Digital Shift may assist with implementing privacy policy links and consent mechanisms but is not providing legal advice regarding their content or sufficiency.

Lead Data Routing. Form submissions and lead data collected through Hosted Landing Pages may be routed to Client’s designated systems (including CRMs, email platforms, or other tools) via integrations, APIs, webhooks, or manual export. Digital Shift may have limited and transient access to lead data during configuration, testing, and troubleshooting. Digital Shift Parties shall not be liable for any lead loss, data loss, delayed delivery, duplicate records, or routing failures caused by: (a) Third-Party Platform outages or errors; (b) integration or API failures; (c) webhook failures or timeout errors; (d) Client-side configuration problems; or (e) changes to Third-Party Platform APIs, features, or functionality.

Client Responsibility for Data Export and Backup. Client is solely responsible for exporting, backing up, and storing lead data from Third-Party Platforms and Hosted Landing Pages. Digital Shift has no obligation to retain, archive, or back up lead data on Client’s behalf unless expressly agreed in writing in the Proposal.

Landing Pages Upon Termination. Upon cancellation or termination of this Agreement: (a) if the Hosted Landing Page is on a Third-Party Platform, Client may take over the account directly with the platform and maintain the page independently, provided Client assumes all platform fees and obligations; (b) if the Hosted Landing Page is on Digital Shift’s infrastructure, it is subject to the same sixty (60) day transition period as Client’s website under Section 17; (c) Digital Shift has no obligation to maintain, update, patch, host, or support any Hosted Landing Page after termination, unless Client and Digital Shift enter into a separate written agreement for ongoing hosting or maintenance.

Landing Page Ownership. Ownership of Hosted Landing Pages follows the intellectual property provisions in Section 20: original content created by Digital Shift for Client becomes Client’s property upon full payment; Digital Shift retains all rights to Pre-Existing IP (including templates, frameworks, and reusable design components); and Third-Party Licensed Content remains subject to applicable third-party licence terms.

11B. Automation, Integration, and Connectivity Tools

Where Digital Shift configures, manages, or utilizes automation tools, integration platforms, APIs, webhooks, native connectors, or similar connectivity tools (e.g., Zapier, Make, platform-native integrations) in connection with the delivery of Services (collectively, “Automation Tools”), the following terms apply:

Automation Tools as Third-Party Platforms. All Automation Tools are Third-Party Platforms for the purposes of this Agreement. All disclaimers, limitations, and protections applicable to Third-Party Platforms under Sections 26, 33A, 34, and 35 apply equally to Automation Tools.

No Guarantee of Automation Reliability. Digital Shift does not guarantee and makes no representation or warranty regarding the continuous availability, reliability, accuracy, or uninterrupted operation of any Automation Tool, integration, API connection, or webhook. Automations may fail, delay, duplicate, or lose data due to platform outages, API changes, rate limiting, authentication expiration, webhook timeouts, or other factors outside Digital Shift’s control. Digital Shift Parties shall not be liable for any missed leads, duplicated records, delayed notifications, broken automations, or data loss resulting from Automation Tool failures.

Client Platform Account Responsibility. Client is responsible for maintaining active, authenticated, and paid accounts on all Automation Tools and connected platforms required for the delivery of Services, including ensuring that API keys, authentication tokens, and access credentials remain current and valid. Automation failures caused by expired credentials, lapsed subscriptions, or Client-side account issues are Client’s sole responsibility.

Remediation of Automation Failures. Where Digital Shift becomes aware of an automation failure, Digital Shift will use commercially reasonable efforts to diagnose and restore the automation within the scope of the Services. Digital Shift is not obligated to monitor automations in real-time unless real-time monitoring is expressly included in the Proposal.

12. Monthly Support Hours (Hosting and Maintenance Plans)

For clients on hosting and website maintenance plans that include a defined number of monthly support or update hours: included support hours are allocated on a monthly basis and expire at the end of the current calendar month. Unused hours are not bankable, transferable, or carried over into future months. Content for updates must be provided or approved by Client. For example, one (1) hour of updates or support is allocated per issue and is not applicable for carry-over into future months. Additional update or support hours beyond the monthly allocation are billed at Digital Shift’s standard hourly rate of $100.00 per hour.

13. General and Substantive Changes

General Changes. Unless otherwise provided in the Proposal, Client is allowed three (3) design changes to the initial design. Additional changes beyond three, or after sign-off of design, are billed at Digital Shift’s standard hourly rate of $100.00 per hour. Such charges are in addition to all other amounts payable under the Proposal.

Substantive Changes. If Client requests changes amounting to a revision in or near excess of fifty percent (50%) of the time required to produce the Deliverables, or the value or scope of the Services, Digital Shift is entitled to submit a new and separate Proposal for written approval. Work shall not begin on revised services until a fully signed revised Proposal and any required additional retainer fees are received by Digital Shift.

14. Timing and Client Cooperation

Digital Shift will prioritize performance of the Services and undertake commercially reasonable efforts to perform within the time(s) identified in the Proposal. Client agrees to review Deliverables promptly and either: (i) approve in writing; or (ii) provide written comments sufficient to identify concerns or corrections.

Digital Shift’s ability to meet schedules is entirely dependent upon Client’s prompt provision of materials, written approvals, credentials, and instructions. Any delay caused by Client shall not constitute a breach of Digital Shift’s obligations and may result in adjusted delivery timelines. Digital Shift shall be entitled to request written clarification of any concern, objection, or correction raised by Client.

15. Client Authorization

Client authorizes Digital Shift to: (i) access Client’s website to analyze its content and structure; (ii) alter Client’s website as necessary for SEO and agreed-upon purposes; (iii) upload pages and content to Client’s website as appropriate for SEO; (iv) make use of Client’s logos, trademarks, copyrights, website images, Franchise Marks, brand guidelines, and similar assets to create informational pages, marketing content, and for other uses necessary to provide the contracted Services; (v) communicate with third parties — including Client’s web designer, platform providers, franchisors, and vendors — as necessary to perform the Services; and (vi) communicate and take direction via email, and send information and communications including invoices, receipts, and support tickets to Client’s designated email address.

16. Telephone Tracking Number

Client consents to the placement of a telephone tracking number on Client’s website and off-site videos, and to the recording of all calls routed through the tracking number, in compliance with applicable Canadian and US call recording laws, including applicable provincial consent laws and US state two-party consent laws. The tracking number will remain on Client’s website and embedded in off-site videos during the Term.

Upon termination, Digital Shift will remove the tracking number from Client’s website within a reasonable time. For off-site videos where the tracking number is embedded, Digital Shift will use commercially reasonable efforts to remove or update the tracking number where technically feasible and within Digital Shift’s control. Where removal is not technically feasible (e.g., videos hosted on third-party platforms that Digital Shift can no longer access), Client acknowledges that the tracking number may remain and Digital Shift shall not be liable for any resulting confusion. Upon termination, and provided all fees are paid in full, Digital Shift will: (a) forward calls received on the tracking number to Client’s designated business number for a period of ninety (90) days; and (b) cooperate with Client’s porting of the tracking number at no additional cost. Client shall have sixty (60) days from termination to migrate its website to a new host. If Client has not migrated within sixty (60) days, Digital Shift may remove Client’s website from its server without notice and without liability.

17. Hosting, Domain, and Email Management

Digital Shift will host Client’s website on its server. Email hosting is not included. If Client requires email management, Client may arrange this with their own IT provider, or Digital Shift can recommend a provider at an additional fee paid directly to that provider.

Client represents that it has a registered domain and hosting that is secure and meets the requirements of the project. Existing domains and hosting services may be transferred to Digital Shift upon Client’s written request.

Upon termination, Client has three options for transitioning their website: (i) migrate to a new hosting provider of Client’s choice; (ii) purchase the website assets outright from Digital Shift at a mutually agreed price; or (iii) allow Digital Shift to decommission the website after the sixty (60) day transition period. Digital Shift will provide reasonable cooperation to facilitate a smooth transition provided all outstanding fees have been paid.

18. Subcontractors

Digital Shift reserves the right to engage subcontractors, freelancers, white-label partners, or other third-party service providers to perform any portion of the Services without requiring prior written consent from Client. Digital Shift remains responsible for the quality and delivery of all Services regardless of whether performed by Digital Shift employees or subcontractors. All subcontractors are subject to confidentiality obligations consistent with Section 19 of this Agreement. Digital Shift will ensure that all subcontractors processing personal information on behalf of Client are bound by confidentiality and data protection obligations materially consistent with Sections 19 and 22 of this Agreement.

19. Confidentiality

Each party acknowledges that in connection with this Agreement it may receive confidential or proprietary information of the other party, including business strategies, client lists, pricing, financial information, marketing plans, website credentials, advertising account access, and technical data (“Confidential Information”). Digital Shift will keep all material, either verbal or written, in the strictest of confidence, except where warranted to complete the project or permitted by Client.

Each party agrees to: (i) hold Confidential Information in strict confidence; (ii) not disclose it to any third party without prior written consent, except to employees, officers, directors, or subcontractors who need to know and are bound by equivalent obligations; and (iii) use Confidential Information solely for performing obligations under this Agreement. Confidentiality obligations survive termination for two (2) years. Disclosure required by law or court order is permitted provided the disclosing party receives reasonable prior notice.

20. Intellectual Property

All Deliverables created by Digital Shift specifically for Client shall, upon full payment of all fees due hereunder, become the property of Client with respect to the original work created by Digital Shift. All intellectual property and copyrights provided by Client are owned or leased by Client.

Notwithstanding the foregoing: (i) Digital Shift retains all rights to Pre-Existing IP, regardless of whether such Pre-Existing IP is incorporated into Deliverables; (ii) ownership of Franchise Marks used in or incorporated into Deliverables remains with the applicable franchisor or trademark owner at all times — no provision of this Agreement shall be construed as transferring ownership of any Franchise Mark to Client or to Digital Shift; (iii) Third-Party Licensed Content incorporated into Deliverables (including stock photographs, stock video, licensed fonts, and third-party plugins) remains subject to the applicable third-party licence terms, and Client is responsible for maintaining or obtaining its own licences for such content following termination of this Agreement; (iv) Digital Shift reserves the right to reference Services provided to Client and display anonymized or approved examples of work in its portfolio and marketing materials; and (v) in the event of non-payment or early termination by Client, ownership of Deliverables remains with Digital Shift until all outstanding fees are paid in full.

21. Non-Solicitation

During the Term and for twelve (12) months following termination or expiration, Client agrees not to directly or indirectly solicit, hire, engage, or contract with any current or former employee, officer, director, contractor, or subcontractor of Digital Shift who was involved in performing Services under this Agreement, without prior written consent of Digital Shift. A breach of this provision entitles Digital Shift to liquidated damages equal to the greater of: (a) three (3) months of fees paid by Client under this Agreement; or (b) $10,000 CAD, which the parties agree is a reasonable pre-estimate of the recruitment costs, training costs, and business disruption that Digital Shift would suffer, and that actual damages would be difficult to quantify. This liquidated damages amount is not a penalty and has been specifically negotiated by the parties.

22. Data Protection and Privacy (Canada and United States)

Digital Shift acknowledges that in performing Services it may process personal information on behalf of Client. Digital Shift agrees to handle all personal information in accordance with applicable privacy legislation, including:

Canada: The Personal Information Protection and Electronic Documents Act (PIPEDA); Quebec’s Act Respecting the Protection of Personal Information in the Private Sector (Law 25 / Bill 64); Alberta’s Personal Information Protection Act (PIPA Alberta); British Columbia’s Personal Information Protection Act (PIPA BC); and any other applicable provincial privacy legislation.

United States: The California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) where applicable; the Virginia Consumer Data Protection Act (VCDPA); the Colorado Privacy Act (CPA); and all other applicable US federal and state privacy laws as amended from time to time.

Anti-Spam: Canada’s Anti-Spam Legislation (CASL) and the US CAN-SPAM Act govern all commercial electronic communications. See Section 11 for Client’s specific obligations regarding email campaign compliance.

Digital Shift will implement reasonable technical and organizational measures to protect personal information against unauthorized access, disclosure, or loss. Client represents and warrants that it has obtained all necessary consents and authorizations required for Digital Shift to access and process any personal information provided in connection with this Agreement.

Data Processing Addendum. Upon Client’s reasonable written request, the parties will enter into a Data Processing Addendum (“DPA”) consistent with the requirements of PIPEDA, applicable provincial privacy legislation, and applicable U.S. state privacy legislation. The DPA will address: (a) the categories of personal information processed; (b) the purposes of processing; (c) data security measures; (d) sub-processor notifications; (e) data breach notification procedures; (f) data deletion or return upon termination; and (g) cross-border data transfer safeguards. Until a DPA is executed, Digital Shift will process personal information in accordance with its Privacy Policy at digitalshiftmedia.com/privacy-policy/ and applicable law.

23. Search Engine Optimization — Scope, Limitations, and No-Guarantee

Digital Shift provides SEO services as a professional advisory and implementation service. Client expressly acknowledges and agrees that:

(i) Digital Shift does not guarantee any specific search engine ranking, position, traffic volume, lead volume, or business outcome as a result of SEO services;

(ii) SEO results depend on numerous factors entirely outside Digital Shift’s control, including but not limited to search engine algorithms, competitor activity, website technical factors, content quality, domain history, and market conditions;

(iii) Rankings and visibility naturally fluctuate over time. Short-term ranking drops, position changes, or visibility fluctuations are a normal and expected part of SEO and do not constitute evidence of poor performance, negligence, professional liability, breach of contract, Gross Negligence, or grounds for a claim of any kind against Digital Shift Parties;

(iv) Competitor actions — including competitors outranking Client, competitors running paid ads that suppress organic results, or negative SEO attacks by third parties — are outside Digital Shift’s control and Digital Shift Parties bear no liability for their impact;

(v) Some search engines may take several months to reflect changes in rankings, and Digital Shift will use commercially reasonable diligence throughout;

(vi) Digital Shift does not warrant, represent, or guarantee that the Services will be error-free, uninterrupted, or free from omissions. Digital Shift does not warrant that any particular search engine ranking, position, local pack placement, Google Business Profile visibility, featured snippet, or any other search result placement will be achieved, maintained, or sustained for any period of time. Any ranking data, projections, or estimates provided by Digital Shift — whether in proposals, reports, meetings, or other communications — are professional opinions based on information available at the time and do not constitute guarantees, warranties, or binding commitments of any kind;

(vii) Where Digital Shift manages paid advertising campaigns, Digital Shift does not warrant or guarantee any specific cost per click, cost per lead, cost per acquisition, click-through rate, conversion rate, return on ad spend, or any other advertising performance metric. Advertising performance is subject to platform algorithms, auction dynamics, competitor activity, market conditions, and other factors entirely outside Digital Shift’s control;

(viii) Where Digital Shift performs website migrations, domain changes, hosting transfers, platform migrations, CMS changes, or any material structural modification to Client’s website (“Migration Services”), Client acknowledges that: (a) migrations are inherently high-risk technical operations that may temporarily or permanently affect search engine rankings, organic traffic, indexed pages, internal link structures, and site performance, even when performed with reasonable professional care; (b) Digital Shift will follow industry-standard migration protocols, including redirect mapping, pre-migration auditing, and post-migration monitoring, but cannot guarantee that rankings, traffic, or visibility will be preserved at pre-migration levels; (c) search engines may take weeks or months to fully recrawl and reindex a migrated website, during which period fluctuations in rankings and traffic are normal and expected; (d) Digital Shift Parties shall not be liable for any temporary or permanent ranking loss, traffic decline, indexation changes, or business impact resulting from a migration performed in accordance with commercially reasonable professional standards, even if the outcome is materially adverse; and (e) if Client engages third parties to perform any aspect of a migration without Digital Shift’s written involvement, Digital Shift Parties bear no liability for the consequences. Client’s sole remedy for any migration-related issue is the correction and credit mechanism in Section 30, subject to the limitation of liability in Section 35;

(ix) Client acknowledges that Client’s website may have a pre-existing backlink profile, domain history, content history, or technical debt that predates Digital Shift’s engagement. Digital Shift is not responsible for, and makes no representation regarding, the quality, compliance, or risk profile of any backlinks, content, or technical configurations that existed prior to the commencement of Services. If Client’s website receives a penalty or negative action attributable in whole or in part to pre-existing conditions, Digital Shift Parties shall not be liable for such penalty. Digital Shift may, at its discretion, include a backlink audit or technical audit as part of the onboarding process, but the scope and depth of any such audit is determined by Digital Shift in its professional judgment and does not constitute a warranty that all pre-existing issues have been identified or resolved.

24. Google Algorithm Updates, Core Updates, and Ranking Fluctuations

Client acknowledges and agrees that Google and other search engines regularly release algorithm updates, core updates, feature updates, local search updates, spam updates, helpful content updates, and other changes that can materially affect website rankings, visibility, Google Business Profile performance, local pack placement, and organic traffic — sometimes significantly and without warning.

Digital Shift Parties expressly disclaim all liability — including liability for negligence, professional liability, errors and omissions, breach of contract, or any other theory — for any ranking changes, traffic losses, visibility reductions, local pack removals, featured snippet changes, knowledge panel modifications, or business impacts caused directly or indirectly by any Google algorithm update, core update, feature change, search results page redesign, AI-generated search feature (including AI Overviews, Search Generative Experience, or similar), or any other change to any search engine’s systems, policies, or ranking criteria. Such events do not constitute a breach of this Agreement, Gross Negligence, grounds for a fee reduction or refund, or grounds for any claim of any nature against Digital Shift Parties.

Digital Shift will use commercially reasonable efforts to monitor significant updates and adapt strategies accordingly, but cannot guarantee recovery of rankings or traffic following any algorithm update.

AI Search and Zero-Click Results. Client further acknowledges that search engines — including Google, Bing, and others — are increasingly deploying artificial intelligence features, including AI-generated summaries, AI Overviews, conversational search interfaces, zero-click answers, and other AI-powered search result formats that may answer user queries directly within the search results page without requiring users to click through to Client’s website. These AI features may materially reduce organic click-through rates, website traffic, and lead volume even when Client’s search engine rankings remain unchanged or improve. Digital Shift Parties shall not be liable for any reduction in click-through rates, organic traffic, leads, or business results attributable to AI search features, zero-click results, or any other search engine feature that reduces the proportion of search queries that result in clicks to organic listings. Such changes represent a fundamental evolution of the search ecosystem that is entirely outside Digital Shift’s control. Digital Shift will use commercially reasonable efforts to adapt strategies to the evolving search landscape, including optimization for AI search visibility where applicable, but cannot guarantee that traffic or lead volumes achieved under prior search engine configurations will be maintained as AI search features expand.

25. Google Penalties, Manual Actions, and Client-Caused Issues

If Client’s website or Google Business Profile receives a manual action, algorithmic penalty, spam flag, or any other negative action from Google or any other search engine or platform, and such action is caused or contributed to by: (i) actions taken by Client or any third party engaged by Client outside of Digital Shift’s scope of work; (ii) content provided, approved, or directed by Client; (iii) links, citations, or online activity created by Client or Client’s other vendors; or (iv) Client’s failure to follow Digital Shift’s recommendations — then Client bears sole responsibility for such penalty and its consequences. Digital Shift Parties shall not be liable for any such penalty, and billing continues unaffected during any penalty recovery period.

Where a penalty is caused solely by Digital Shift’s own actions (and not by any action, instruction, approval, or direction of Client), Digital Shift will use commercially reasonable efforts to remediate the issue at no additional charge. Such remediation shall constitute Digital Shift’s sole and exclusive obligation and Client’s sole and exclusive remedy with respect to any such penalty, subject to the limitation of liability in Section 35.

25A. Third-Party Attacks, Negative SEO, and External Sabotage

Client acknowledges and agrees that Client’s online presence, website, search engine rankings, Google Business Profile, advertising accounts, and reputation may be targeted by malicious third parties — including competitors, disgruntled individuals, automated bots, and other actors — through tactics including but not limited to:

(i) Negative SEO attacks: including spam link injections, toxic backlink campaigns, content scraping and duplication, keyword stuffing injections, and hacked redirects directed at Client’s domain;

(ii) Review manipulation: including fake negative reviews, coordinated review bombing, review extortion, and fraudulent complaints filed against Client’s Google Business Profile or other platform listings;

(iii) Click fraud and ad sabotage: including automated or coordinated invalid clicks on Client’s paid advertising campaigns designed to exhaust Client’s advertising budget;

(iv) Google Business Profile and account hijacking: including unauthorized edits, ownership challenges, listing suspensions triggered by malicious reports, and NAP (Name, Address, Phone) manipulation;

(v) Brand impersonation and phishing: including creation of fake business listings, impersonation websites, or social media accounts using Client’s brand identity;

(vi) Content and data theft: including unauthorized reproduction of Client’s website content, images, or proprietary data by third parties.

Digital Shift Parties shall not be liable for any damage, loss, ranking decline, account suspension, reputational harm, or business impact caused by any third-party attack, negative SEO campaign, or external sabotage, regardless of whether Digital Shift detected or failed to detect the attack, and regardless of the speed or effectiveness of any remediation efforts. Digital Shift does not provide cybersecurity, fraud prevention, or website security monitoring services unless specifically engaged to do so under a separate written agreement.

Where Digital Shift identifies or is notified of a suspected third-party attack, Digital Shift will: (a) notify Client promptly in writing; (b) use commercially reasonable efforts to assess the scope and impact of the attack within the context of the Services being provided; and (c) recommend remediation steps, which may include disavow file submissions, platform abuse reports, content removal requests, and other defensive measures available within the scope of the Services. Client acknowledges that remediation of third-party attacks may require additional services beyond the scope of the Proposal, at additional cost, and that full remediation may not be possible. Digital Shift’s obligation to assist with remediation is limited to the scope of the Services currently engaged under the Proposal. Client bears sole responsibility for engaging cybersecurity professionals, legal counsel, or law enforcement as necessary to address the underlying attack.

Billing continues unaffected during any period in which Client’s rankings, accounts, or performance are impacted by a third-party attack, as Digital Shift continues to provide all other Services and actively works on remediation where applicable.

26. Third-Party Platforms and Account Suspensions

Client acknowledges and agrees that: (i) Digital Shift has no control over the policies, algorithms, terms of service, uptime, availability, security, pricing, feature set, or operations of any Third-Party Platform (including advertising platforms, email service providers, CRMs, landing page hosts, automation tools, and integration services); (ii) changes to Third-Party Platform policies, algorithms, terms of service, features, APIs, pricing, or availability may impact the effectiveness or delivery of Services, and Digital Shift Parties shall not be liable for any such impact; (iii) suspension, restriction, throttling, or termination of Client’s accounts on any Third-Party Platform — whether caused by the platform, by Client’s actions, or by any other party — shall not relieve Client of its payment obligations under this Agreement; (iv) it is Client’s sole responsibility to resolve any account suspension or restriction and to maintain all Third-Party Platform accounts in good standing, including making required payments, maintaining compliance with platform terms, and keeping access credentials current; (v) Digital Shift’s ability to perform certain Services is contingent upon Client maintaining active, accessible, and compliant accounts on relevant Third-Party Platforms; and (vi) Digital Shift does not warrant that any Third-Party Platform will be continuously available, uninterrupted, error-free, secure, or free from outages, bugs, or security incidents. Client is solely responsible for complying with the terms of service and policies of each Third-Party Platform used in connection with the Services, and acknowledges that violations of such terms may result in suspension or termination of Client’s platform accounts.

Google Business Profile Suspensions. Client acknowledges that Google may suspend, restrict, or remove Client’s Google Business Profile listing at any time, for any reason, including automated policy enforcement actions that may affect legitimate businesses. Such suspensions are entirely within Google’s discretion and are outside Digital Shift’s control. Digital Shift Parties shall not be liable for any GBP suspension, regardless of whether the suspension is caused by: (a) Google’s automated systems; (b) changes to Google’s policies; (c) third-party reports or complaints; (d) Client’s business practices or regulatory status; or (e) any other cause. Where Digital Shift is engaged for GBP management services, Digital Shift will use commercially reasonable efforts to assist with the reinstatement process, but makes no guarantee that reinstatement will be achieved or that it will be achieved within any particular timeframe. During any suspension period, Digital Shift will continue to provide all other contracted Services, and billing continues unaffected.

27. Social Media Services, Video Content, and Paid Social Advertising

Where Digital Shift provides social media management, content creation, vertical video production, or paid social advertising services, the following apply:

Content Creation and Approval. Digital Shift will create social media content, captions, and video content on Client’s behalf and submit such content to Client for review and approval prior to publication. Client approval constitutes full authorization to publish and Client assumes responsibility for the factual accuracy of approved content as set out in Section 9, including compliance with applicable advertising standards, FTC disclosure requirements (US), Canadian advertising standards (Ad Standards Canada), and platform community guidelines.

Platform Compliance. Client is responsible for ensuring that Client’s accounts and business activities comply with each platform’s community standards, advertising policies, and terms of use. Digital Shift Parties are not liable for content removal, account restrictions, ad rejections, or reach suppression resulting from platform policy enforcement.

Organic Reach and Engagement. Digital Shift makes no guarantee regarding organic reach, impressions, engagement rates, follower growth, or any other social media performance metric. Platform algorithm changes that affect content distribution are outside Digital Shift’s control.

Paid Social Ad Performance. Ad performance on Meta, Facebook, Instagram, TikTok, and other paid social platforms is subject to platform algorithms, audience behavior, market conditions, and budget levels. Digital Shift makes no guarantee of ad performance, cost per result, or return on ad spend.

Billing Continuity. Because Digital Shift creates and delivers content — including video production, caption writing, and posting to multiple active platforms — billing continues in full regardless of whether individual platform accounts are suspended or temporarily inaccessible. Digital Shift will assist with unsuspension efforts and, where appropriate, help create replacement accounts.

28. Review and Reputation Management

Where Digital Shift provides review management or reputation management services, the following apply:

Review Removal. Digital Shift cannot remove reviews from Google, Facebook, Yelp, or any other review platform. The ability to remove reviews is solely within the applicable platform’s discretion. Digital Shift Parties will not be held liable for the continued presence of any negative, inaccurate, or defamatory review on any platform.

Removal Assistance. Digital Shift can assist with submitting review removal requests for reviews that appear to violate platform policies — including reviews from current or former employees, non-customers, or competitors — provided that Client supplies sufficient supporting evidence to substantiate the removal request. Digital Shift makes no guarantee that any removal request will be granted, and the outcome is entirely at the platform’s discretion.

Missing Reviews. Digital Shift can assist with submitting cases to platform support for reviews that appear to have been removed or filtered, when Client provides supporting evidence. Digital Shift Parties are not responsible for the outcome of any such submission.

Review Responses. Where Digital Shift drafts responses to reviews on Client’s behalf, such responses are advisory and subject to Client’s approval. Digital Shift Parties are not liable for any consequence arising from review responses that have been approved by Client.

29. Reporting, Data Accuracy, and Third-Party Tools

Digital Shift uses third-party tools and platforms to provide reporting and performance data to Client, including but not limited to Google Analytics 4 (GA4), Google Search Console (GSC), Google Business Profile (GBP) Insights, rank tracking tools that use IP-based and location-based methodologies, Meta Ads Manager, and other platform analytics and partner reporting tools.

Client acknowledges and agrees that:

(i) Digital Shift cannot guarantee the accuracy, completeness, or timeliness of data provided by any third-party reporting tool or platform;

(ii) Digital Shift Parties are not liable for any errors, omissions, data gaps, attribution discrepancies, delayed reporting, platform outages, or inaccuracies in any data originating from third-party tools or platforms;

(iii) Rank tracking data is generated using IP-based and location-based methodologies and represents estimated ranking positions. Actual rankings may vary based on personalization, location, device, search history, and other factors. Digital Shift Parties are not liable for any discrepancy between reported rankings and rankings observed by Client;

(iv) Third-party platforms may change their data collection, attribution models, or reporting interfaces at any time, which may affect historical data comparisons and reporting continuity;

(v) All reporting data is provided for informational and strategic purposes only, does not constitute a guarantee of performance, and Client should independently verify reporting data before making significant business or financial decisions based solely on such data.

30. Errors and Omissions

Digital Shift provides professional services that involve judgment, strategy, and execution across complex and dynamic digital environments. Client acknowledges and agrees that:

(i) Errors, omissions, oversights, suboptimal strategic decisions, and honest mistakes made in good faith are an inherent risk of professional digital marketing services and do not, in themselves, constitute negligence, professional liability, breach of contract, or grounds for a claim outside the limitation of liability set out in Section 35;

(ii) If Digital Shift makes a professional error or omission in the delivery of Services — including but not limited to a technical error on a website, an incorrect setting in an advertising campaign, a reporting inaccuracy, a content error, or a strategic misjudgment — Digital Shift’s sole and exclusive obligation is to use commercially reasonable efforts to correct the error promptly at no additional charge, and Client’s sole and exclusive remedy is such correction;

(iii) Digital Shift Parties shall not be liable for any loss of revenue, loss of business, loss of rankings, loss of data, loss of goodwill, or any other direct, indirect, or consequential loss arising from any professional error or omission, except to the extent caused solely by Gross Negligence or Willful Misconduct as defined in Section 1;

(iv) Client’s total remedy for any error or omission by Digital Shift is subject to and shall not exceed the limitation of liability set out in Section 35;

(v) If Digital Shift’s commercially reasonable correction efforts under subsection (ii) are unable to fully remediate the error or omission, Client’s sole and exclusive additional remedy — beyond the correction efforts already undertaken — shall be a pro-rata credit against future fees for the specific Services directly affected by the uncorrected error, calculated based on the monthly fee attributable to the affected Service for the period during which the error materially impaired the delivery of that Service, up to a maximum credit equal to one (1) month of fees for the affected Service. This credit shall be in addition to, and not in lieu of, Digital Shift’s correction obligations, and shall be applied against Client’s next invoice. For former Clients who have cancelled or whose Agreement has terminated, Digital Shift’s sole and exclusive remedy shall be limited to a refund of the pro-rata portion of the management fee attributable to the affected Service for the period during which the uncorrected error materially impaired delivery, up to a maximum of one (1) month of fees for the affected Service, subject to the aggregate limitation in Section 35. This credit or refund is Client’s sole financial remedy for errors and omissions and is subject to the aggregate limitation of liability in Section 35;

(vi) This Section 30 constitutes the parties’ complete allocation of risk with respect to errors and omissions. Nothing in this Section excludes or limits liability for fraud, fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

31. Client Acknowledgments

Client makes the following acknowledgments: (i) Digital Shift cannot control or exert influence over the policies or operations of any search engine or Third-Party Platform; (ii) Digital Shift will not be responsible for changes to Client’s website made by Client or third parties that negatively impact rankings or visibility; (iii) because results depend on factors outside Digital Shift’s control, Digital Shift cannot guarantee any specific results; (iv) certain keywords are highly competitive and search engine algorithms constantly change — Digital Shift cannot guarantee top rankings or consistent positions; (v) search engines may affect rankings of new or unproven businesses (e.g., “sandboxing”); (vi) search engines may drop listings without specific cause; (vii) some search engines may take several months to list or effect a change in rankings; and (viii) the website will be live and accessible to the public upon acceptance of the applicable Proposal and completion of setup.

32. Acceptable Use and Prohibited Conduct

Client agrees not to use Digital Shift’s Services, Deliverables, or any platform managed by Digital Shift on Client’s behalf for any illegal or unauthorized purpose, or in violation of any applicable laws in Client’s jurisdiction, including but not limited to copyright laws, advertising regulations, privacy laws, and anti-spam legislation. Client must not transmit or cause to be published any worms, viruses, malicious code, or content of a destructive nature through any platform or account managed by Digital Shift.

Digital Shift may, but has no obligation to, monitor, edit, or decline to post content that it determines in its sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable, or that violates any party’s intellectual property rights or any platform’s terms of service. A breach or violation of any of these Terms will result in immediate termination of Services.

Non-Interference. During the Term and for twelve (12) months following termination, Client agrees not to directly or indirectly interfere with Digital Shift’s business relationships by: (a) contacting other Digital Shift clients for the purpose of discouraging their engagement with Digital Shift; (b) making false or misleading statements about Digital Shift’s services, capabilities, or business practices to any third party; or (c) filing false or vexatious complaints with any regulatory authority, platform, or review site regarding Digital Shift, where such complaints lack a good-faith factual basis. Nothing in this provision restricts Client from: (i) providing truthful information in response to a direct inquiry; (ii) posting honest reviews of Digital Shift’s services on public review platforms; (iii) cooperating with law enforcement or regulatory investigations; or (iv) exercising any legal rights under this Agreement or applicable law.

33. Force Majeure

Digital Shift shall not be liable for, nor considered to be in breach of this Agreement due to, any delay or failure to perform as a consequence of circumstances beyond Digital Shift’s reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet outages, cyberattacks, or other events outside Digital Shift’s reasonable control, provided Digital Shift has exercised commercially reasonable efforts to mitigate the impact.

33A. Industry and Platform Changes

Client acknowledges that the digital marketing industry is subject to frequent and sometimes unpredictable changes, including search engine algorithm updates, third-party platform policy changes, platform outages, changes to advertising auction systems, and modifications to platform APIs and data access. Such changes are inherent to the industry in which Digital Shift operates. Digital Shift Parties shall not be liable for any impact on the Services, Deliverables, or Client’s business results caused by such industry or platform changes. Digital Shift will use commercially reasonable efforts to adapt strategies in response to significant changes, but cannot guarantee that prior performance levels will be maintained following any such change. Industry and platform changes do not constitute a breach of this Agreement, Gross Negligence, or grounds for any claim against Digital Shift Parties.

Platform Feature Deprecation. Where a Third-Party Platform deprecates, removes, restricts, or materially modifies a feature, tool, API, or capability that Digital Shift utilizes in the delivery of Services, Digital Shift will: (a) notify Client within a commercially reasonable time of any material impact on the Services; and (b) adapt the affected Services to utilize available alternative features or approaches. Client acknowledges that Digital Shift cannot control platform deprecation decisions and that the removal or modification of platform features does not constitute a breach of this Agreement, a failure of consideration, or grounds for any claim, fee reduction, or refund. If a platform change renders a specific Service component permanently undeliverable, Digital Shift will reallocate the effort to other available Service components of comparable value, and the parties will discuss in good faith whether a Proposal amendment is appropriate.

34. Disclaimers of Liability

THE FOLLOWING DISCLAIMERS APPLY TO ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ALL SECTIONS HEREOF, AND PROTECT DIGITAL SHIFT PARTIES — INCLUDING EACH CURRENT AND FORMER DIRECTOR, OFFICER, SHAREHOLDER, EMPLOYEE, AGENT, AND SUBCONTRACTOR — IN THEIR ENTIRETY.

IN ADDITION TO ANY OTHER DISCLAIMERS IN THIS AGREEMENT, DIGITAL SHIFT PARTIES SHALL NOT BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, AGGRAVATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE; LOSS OF PROFITS; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS OR BUSINESS OPPORTUNITY; LOSS OF DATA; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF SEARCH ENGINE RANKINGS, VISIBILITY, OR TRAFFIC; LOSS OF ADVERTISING SPEND OR WASTED AD BUDGET; LOSS OF LEADS, CUSTOMERS, OR CONVERSIONS; LOSS OF EMAIL DELIVERABILITY, SENDER REPUTATION, OR DOMAIN REPUTATION; LOSS OF OR FAILURE TO CAPTURE LEADS THROUGH LANDING PAGES, FORMS, OR INTEGRATIONS; LOSSES ARISING FROM AUTOMATION OR INTEGRATION FAILURES; COST OF SUBSTITUTE SERVICES; BUSINESS INTERRUPTION; OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS — WHETHER FORESEEABLE OR UNFORESEEABLE, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PROFESSIONAL LIABILITY, ERRORS AND OMISSIONS, STRICT LIABILITY, STATUTE, EQUITY, OR ANY OTHER THEORY, AND WHETHER OR NOT DIGITAL SHIFT PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLIENT ACKNOWLEDGES THAT THIS EXCLUSION OF DAMAGES IS A MATERIAL AND SPECIFICALLY BARGAINED-FOR ELEMENT OF THIS AGREEMENT AND REFLECTS THE ALLOCATION OF RISK BETWEEN THE PARTIES.

DIGITAL SHIFT PARTIES MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY PRODUCTS, THIRD-PARTY CONTENT, SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM ANY THIRD PARTIES. DIGITAL SHIFT PARTIES DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, FREE FROM OMISSIONS, OR THAT ANY PARTICULAR RESULT, RANKING, TRAFFIC LEVEL, LEAD VOLUME, CONVERSION RATE, OR BUSINESS OUTCOME WILL BE ACHIEVED. ALL SERVICES ARE PROVIDED SUBJECT TO THE PROFESSIONAL STANDARD OF CARE DESCRIBED IN SECTION 3 AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Digital Shift Parties will not be responsible for results due to alterations or overwrites to a website made by any party other than Digital Shift, nor for the effect of Client linking to any websites without the prior consultation and approval of Digital Shift.

NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT THE LIABILITY OF DIGITAL SHIFT FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

These disclaimers shall apply to the fullest extent permitted by applicable law in all Canadian provinces and territories and all United States federal and state jurisdictions. IF ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, THE LIABILITY OF DIGITAL SHIFT PARTIES IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. These disclaimers survive the termination or expiration of this Agreement.

35. Limitation of Liability

Notwithstanding any other provision of this Agreement, the total aggregate liability of Digital Shift Parties to Client for any and all claims arising out of or related to this Agreement — whether in contract, tort, negligence, professional liability, errors and omissions, strict liability, trademark infringement, or any other theory — shall not exceed, to the fullest extent permitted by applicable law in all Canadian provinces and territories and all US federal and state jurisdictions, the lesser of: (a) the total fees actually paid by Client to Digital Shift in the six (6) calendar months immediately preceding the first event giving rise to the claim; or (b) $25,000 CAD.

For clarity, this limitation does not apply to Client’s indemnification obligations under Sections 9, 10, 11, and 38, which are not subject to any cap. Client acknowledges that the asymmetry between Client’s uncapped indemnification obligations and Digital Shift’s capped liability reflects the parties’ agreed allocation of risk, the relative scope of each party’s potential exposure to third-party claims, and the fact that the fees charged by Digital Shift are based on this allocation.

This limitation applies to all causes of action in the aggregate, including claims for errors and omissions, professional negligence, breach of contract, trademark claims, and any other theory, and shall not be expanded by the existence of more than one claim or claimant. The parties, each being sophisticated commercial entities, acknowledge and agree that: (a) this limitation of liability is a fundamental, material, and specifically negotiated element of this Agreement; (b) Digital Shift would not have entered into this Agreement without such limitation; (c) the limitation represents a fair and reasonable allocation of risk between the parties given the nature and scope of the Services and the fees charged; and (d) Client has had the opportunity to seek independent legal advice regarding this provision.

This limitation applies equally and without exception to all Digital Shift Parties, including directors, officers, shareholders, employees, agents, and subcontractors, whether claims are brought against them individually, jointly, or collectively. No individual Digital Shift Party shall have personal liability exceeding this cap. Client acknowledges that this limitation applies regardless of whether the claim sounds in contract, tort, statute, equity, or any other legal theory, and regardless of whether Digital Shift Parties have been advised of the possibility of such damages.

NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT THE LIABILITY OF DIGITAL SHIFT FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Duty to Mitigate. Client has a duty to take commercially reasonable steps to mitigate any loss or damage arising from or in connection with the Services or any error or omission by Digital Shift. Client must notify Digital Shift promptly in writing of any error, issue, or concern that may give rise to a claim, and must cooperate with Digital Shift’s correction and remediation efforts. Digital Shift shall not be liable for any loss or damage that Client could have reasonably avoided or reduced through timely notification, cooperation, or reasonable mitigation efforts. Any failure by Client to mitigate shall reduce Digital Shift’s liability to the extent that the loss or damage could have been avoided.

No Cumulative Remedies. The remedies provided in this Agreement are not cumulative. Where a specific Section provides a “sole and exclusive remedy” for a particular type of claim (including Sections 25 and 30), that remedy is Client’s only remedy for that type of claim and is not available in addition to other remedies. All remedies are subject to and included within the aggregate limitation of liability in this Section 35. For the avoidance of doubt, the maximum amount recoverable by Client for all claims of all types, under all theories, combining all remedies, shall not exceed the aggregate cap set out in the first paragraph of this Section.

This limitation of liability survives the termination or expiration of this Agreement.

35A. Non-Recourse

All obligations, liabilities, and responsibilities of Digital Shift under this Agreement are obligations exclusively of Digital Shift Corporation as a corporate entity. Client agrees that no claim, proceeding, or cause of action of any kind arising out of or related to this Agreement, the Services, or any Deliverables shall be brought against, and no personal liability shall attach to, any current or former director, officer, shareholder, employee, agent, or representative of Digital Shift in their individual or personal capacity, except to the extent that a court or arbitrator of competent jurisdiction determines in a final, non-appealable decision that such individual is personally liable for fraud or intentional criminal conduct.

Client expressly waives any right to bring proceedings against any individual Digital Shift Party (as defined in Section 1) in their personal capacity, and this waiver shall survive termination of this Agreement and shall continue in full force regardless of whether the individual remains affiliated with Digital Shift at the time any claim is asserted.

This provision is an independent covenant made for the benefit of each individual Digital Shift Party and is directly enforceable by each such individual as an intended third-party beneficiary of this Agreement. This non-recourse provision survives the termination or expiration of this Agreement indefinitely.

36. Contractual Limitation Period

To the fullest extent permitted by applicable law, any claim or cause of action by Client arising out of or related to this Agreement, the Services, or any Deliverables — regardless of the form of action — must be commenced within one (1) year of the date on which the Client knew or reasonably should have known of the facts giving rise to the claim. Any claim not brought within this period is permanently and irrevocably barred. This contractual limitation period applies in all Canadian provinces and territories and all US states, and supersedes any longer statutory limitation period that might otherwise apply, to the fullest extent permitted by law.

This contractual limitation period applies only to Client’s claims against Digital Shift. Client’s indemnification obligations under Sections 9, 10, 11, and 38 shall survive for a period of three (3) years following the termination or expiration of this Agreement, and Digital Shift may assert a claim for indemnification at any time within such period.

37. Pre-Dispute Notice and Cure

Before initiating any formal dispute, arbitration proceeding, or legal action under this Agreement, the claiming party must provide the other party with written notice by email (to legal@digitalshiftmedia.com if directed to Digital Shift) specifically identifying: (i) the nature of the alleged breach or claim; (ii) the specific provision(s) of the Agreement alleged to have been breached; and (iii) the remedy sought. The receiving party shall have thirty (30) days from receipt of such notice to cure the alleged breach or resolve the claim. No formal proceeding may be initiated until this notice and cure period has elapsed without resolution. This requirement applies to all disputes except claims for non-payment of fees by Digital Shift, which may proceed immediately.

Dispute Confidentiality. During any dispute, pre-dispute notice period, arbitration, or legal proceeding arising under this Agreement, both parties agree to keep the existence and substance of the dispute confidential and shall not make public statements, social media posts, online reviews, or other public communications regarding the dispute, the other party’s performance, or the terms of any resolution, except as required by law or with the prior written consent of the other party. This confidentiality obligation does not restrict either party from communicating with its own legal counsel, accountants, insurers, or as required by applicable law or regulatory obligation. A breach of this provision entitles the non-breaching party to seek injunctive relief in the Ontario courts as specified in Section 40.2 without the necessity of posting a bond.

38. Client Representations, Warranties, Indemnity, and Waiver of Claims

Client represents and warrants that: (i) Client owns or has the right to use the domain(s) and URL(s) associated with the Services; (ii) Client owns or has the unrestricted right to grant Digital Shift the right to use all materials furnished to Digital Shift, including all photos, video clips, written content, trademarks, Franchise Marks, brand assets, and other media, and that all necessary consents, licences, model releases, and permissions have been obtained as described in Sections 9 and 10; (iii) all email contact lists provided to Digital Shift comply with applicable anti-spam laws as described in Section 11, and Client has obtained all necessary consents for email recipients; (iv) Client’s use of Digital Shift’s Services complies with all applicable laws, platform terms of service, and Third-Party Platform policies, including the terms of any ESP, CRM, landing page platform, or automation tool used in connection with the Services; (v) where Client operates under a franchise agreement or trademark licence, Client has all necessary authorizations from the franchisor or trademark owner as described in Section 10; (vi) if Client is a company, the individual accepting this Agreement has full authority to bind the Client entity and such acceptance has been duly authorized; (vii) all substantive content on Hosted Landing Pages approved by Client complies with applicable law, including advertising standards, regulatory disclosure requirements, and industry-specific regulations; and (viii) Client has obtained all necessary consents and permissions for the collection and processing of personal information through Hosted Landing Pages, forms, and other data collection points.

Client Indemnity. Client agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless Digital Shift Parties — including each current and former director, officer, shareholder, employee, agent, and subcontractor in their individual and corporate capacities — against all damages, liabilities, costs, and expenses including reasonable attorneys’ fees and defense costs, arising out of or in any way connected with: (a) Client’s breach of any representation, warranty, or obligation under this Agreement; (b) Client’s business operations, products, or services; (c) any claim by Client’s customers, employees, or third parties arising from or related to Client’s website, content, advertising, or business activities, where the claim relates to the factual accuracy, regulatory compliance, or business representations in content approved by Client in accordance with Sections 9 and 11; (d) Client’s violation of any applicable law or third-party rights; (e) any claim arising from Client-supplied media, content, or contact lists; (f) any claim of trademark infringement, trademark dilution, passing off, or unfair competition arising from Digital Shift’s authorized use of Franchise Marks, Client trademarks, or any intellectual property provided by or directed by Client; (g) any claim by a franchisor, trademark owner, or licensor alleging that Client lacked the authority to authorize Digital Shift’s use of Franchise Marks or brand materials; (h) any claim, complaint, investigation, penalty, or regulatory action arising from email content, list provenance, consent, anti-spam compliance, or privacy compliance in connection with Email Services under Section 11; (i) any claim arising from the substantive content, legal compliance, privacy practices, or regulatory disclosures on Hosted Landing Pages under Section 11A; and (j) any claim arising from data processed through Automation Tools under Section 11B — excepting only those damages, liabilities, or costs attributable solely to the Gross Negligence or Willful Misconduct of Digital Shift. Client’s indemnification obligations under this Section are not subject to any cap and are not limited by the limitation of liability in Section 35. Client’s indemnification obligations survive the termination or expiration of this Agreement for a period of three (3) years.

Digital Shift Indemnity (Limited). Digital Shift agrees to indemnify, defend, and hold Client harmless against third-party claims, damages, and reasonable attorneys’ fees to the extent directly caused by: (a) Digital Shift’s infringement of a third party’s intellectual property rights through the use of Pre-Existing IP owned by Digital Shift (but not Franchise Marks, Client-supplied materials, or Third-Party Licensed Content); or (b) Digital Shift’s material breach of its confidentiality obligations under Section 19. Digital Shift’s total indemnification obligation under this paragraph shall not exceed the limitation of liability set out in Section 35. Digital Shift shall have no indemnification obligation to the extent the claim arises from Client-supplied materials, Client instructions, Client modifications, or Client’s failure to comply with this Agreement.

Waiver of Claims. In consideration of the substantial risks to Digital Shift in rendering professional services, Client agrees to make no claim and hereby waives, releases, and forever discharges, to the fullest extent permitted by applicable law in all Canadian provinces and territories and all US federal and state jurisdictions, any and all claims, causes of action, demands, suits, and proceedings of any nature — whether known or unknown, accrued or unaccrued, and whether based in contract, tort, negligence, professional liability, errors and omissions, strict liability, statute, equity, or any other theory — against Digital Shift Parties, which may arise out of or in connection with the Services, Deliverables, or performance of this Agreement, excepting only claims arising directly and solely from Gross Negligence or Willful Misconduct by Digital Shift as defined in Section 1, and excepting claims for fraud or fraudulent misrepresentation. Client expressly assumes all risks associated with the Services, including the risk that the Services may not achieve the results Client desires.

California Waiver (Applicable to California Clients Only). If Client is located in or is a resident of the State of California, Client expressly waives and relinquishes all rights and benefits under California Civil Code Section 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” Client certifies that Client has read and understands this waiver and voluntarily accepts it as part of the consideration for this Agreement.

NOTHING IN THIS SECTION SHALL EXCLUDE OR LIMIT THE LIABILITY OF DIGITAL SHIFT FOR FRAUD, FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

This entire Section 38, including all indemnification obligations and waivers, survives the termination or expiration of this Agreement.

39. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CLIENT WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR REPRESENTATIVE PROCEEDING AGAINST DIGITAL SHIFT PARTIES — INCLUDING ANY CURRENT OR FORMER DIRECTOR, OFFICER, SHAREHOLDER, EMPLOYEE, AGENT, OR SUBCONTRACTOR — IN ANY FORUM. ALL CLAIMS MUST BE BROUGHT BY CLIENT IN ITS INDIVIDUAL CAPACITY ONLY. This waiver applies in all Canadian provinces and territories and all US federal and state jurisdictions. If this waiver is found unenforceable in any jurisdiction, the remaining provisions of this Agreement shall continue in full force. This class action waiver survives the termination or expiration of this Agreement.

40. Governing Law, Jurisdiction, and Dispute Resolution

40.1 Governing Law. This Agreement shall be governed by and construed exclusively under the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and any legislation that would require the application of the laws of any other jurisdiction.

40.2 Exclusive Forum. Subject to the arbitration provisions below, the parties irrevocably and unconditionally: (a) submit to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, for any proceeding arising out of or related to this Agreement, including applications to compel arbitration, enforce arbitration awards, seek interim or injunctive relief, or resolve any dispute where arbitration is found to be unavailable or unenforceable; (b) waive any objection to the laying of venue in such courts; (c) waive any claim that any such proceeding has been brought in an inconvenient forum; and (d) consent to service of process by email to the address on file and by any method permitted under Ontario law. Client acknowledges that this exclusive forum selection clause has been specifically negotiated, is a material inducement to Digital Shift entering into this Agreement, and is reasonable given that Digital Shift is an Ontario corporation and the Services are managed from Ontario.

40.3 Mandatory Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, validity, interpretation, performance, breach, or termination, shall be finally resolved by binding arbitration conducted in Toronto, Ontario, Canada, in the English language.

(a) Canadian Clients. Arbitration shall be conducted in accordance with the Arbitration Act, 1991 (Ontario), by a single arbitrator appointed by agreement or, failing agreement within fifteen (15) days of the arbitration demand, by the Ontario Superior Court of Justice.

(b) U.S. Clients. Arbitration shall be conducted in accordance with the International Chamber of Commerce (ICC) Arbitration Rules by a single arbitrator. Client acknowledges that by agreeing to arbitrate in Ontario under ICC Rules, Client is knowingly waiving the right to litigate in any U.S. court, and consents to the exclusive application of Ontario law. Client further acknowledges that this arbitration agreement is enforceable under the Federal Arbitration Act (9 U.S.C. §§ 1–16) and the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York Convention). For claims where the amount in controversy does not exceed $25,000 CAD: (i) the arbitration shall be conducted by documentary submission and videoconference only, without an in-person hearing, unless the arbitrator determines that an in-person hearing is necessary for the fair resolution of the dispute; and (ii) to reduce the financial burden on Client, Digital Shift agrees to bear seventy-five percent (75%) of the arbitrator’s fees and administrative costs, up to a maximum of $10,000 CAD per arbitration proceeding.

(c) Arbitrator’s Authority. The arbitrator shall apply the substantive law of Ontario as specified in Section 40.1. The arbitrator shall not have the authority to: (i) award punitive, exemplary, or multiple damages; (ii) award damages in excess of the limitation set out in Section 35; (iii) certify or permit any class, collective, or representative proceeding; or (iv) consolidate claims of multiple parties. The arbitrator shall have the authority to determine the validity and enforceability of any provision of this Agreement, including this arbitration clause and the class action waiver. The arbitrator may grant interim or conservatory measures as permitted under the applicable arbitration rules.

(d) Confidentiality. All arbitration proceedings, filings, evidence, and awards shall be confidential and shall not be disclosed except as required by law, to enforce the award, or with the written consent of both parties.

(e) Prevailing Party Costs. The prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

(f) Survival of Arbitration Clause. This entire Section 40, including the arbitration provision, exclusive forum clause, and governing law provision, shall survive the termination or expiration of this Agreement indefinitely.

(g) Fee-Shifting for Forum Challenges. If Client commences or threatens any proceeding in a forum other than as specified in this Section 40, and Digital Shift is required to seek dismissal, transfer, stay, or referral to arbitration, Client shall be liable for and shall promptly reimburse Digital Shift for all reasonable attorneys’ fees, costs, and expenses incurred by Digital Shift in enforcing this dispute resolution provision, regardless of the outcome of the underlying dispute.

41. Miscellaneous

Independent Contractor. Digital Shift is an independent contractor. Nothing in this Agreement creates or shall be construed to create a partnership, joint venture, employment relationship, or agency relationship between the parties. Neither party has authority to bind the other to any obligation except as expressly set out in this Agreement.

Assignment. This Agreement may not be assigned by Client without Digital Shift’s prior written consent. Digital Shift may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets without Client’s consent.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, representations, and agreements, oral or written. The Integration and Anti-Reliance provisions in the Agreement Affirmation section form part of this entire agreement clause.

Amendments and Modifications. Digital Shift reserves the right to amend these Terms of Service from time to time. For non-material amendments (including corrections of typographical errors, clarifications of existing provisions, updates to reflect changes in applicable law, and updates to contact information), amendments are effective upon posting to digitalshiftmedia.com/terms-of-service/. For material amendments (including changes to fees, limitation of liability, dispute resolution, indemnification obligations, or intellectual property provisions), Digital Shift will provide Client with at least thirty (30) days’ prior written notice by email to Client’s designated contact address, clearly identifying the provisions being amended. If Client does not agree to a material amendment, Client may terminate this Agreement by providing written cancellation notice in accordance with Section 5 within the thirty (30) day notice period, and the prior version of the Terms of Service will govern through the end of the wind-down period. Client’s continued use of Services or payment of fees after the expiry of the thirty (30) day notice period constitutes acceptance of the amended Terms. This provision does not permit Digital Shift to retroactively amend terms applicable to Services already rendered or fees already paid.

Good Faith. Each party agrees to act honestly and in good faith in the performance of its obligations under this Agreement, in accordance with the general organizing principle recognized in Canadian law. This duty of good faith does not create any fiduciary obligation, does not require either party to subordinate its legitimate commercial interests to those of the other party, and does not modify, expand, or override any specific right, remedy, limitation, or obligation expressly set out in this Agreement.

No Waiver. Failure by Digital Shift to enforce any provision shall not constitute a waiver of that or any other provision at any time.

Severability. If any provision is held illegal, invalid, or unenforceable in any jurisdiction, it shall be severed in that jurisdiction only, and the remaining provisions shall continue in full force and effect. Where possible, an invalid provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the parties’ original intent. If a limitation of liability, disclaimer, waiver, non-recourse, or class action waiver provision is found unenforceable in any jurisdiction, the liability of Digital Shift Parties in that jurisdiction shall be limited to the maximum extent permitted by applicable law, and the enforceability of such provision in all other jurisdictions shall not be affected. For the avoidance of doubt, if any provision of this Agreement (including the arbitration clause, class action waiver, or limitation of liability) is found unenforceable in any jurisdiction, the remaining protective provisions — including the disclaimers, limitation of liability, non-recourse, indemnification, waiver of claims, class action waiver, and governing law provisions — shall remain in full force and effect to the maximum extent permitted by law in that jurisdiction and in all other jurisdictions. The unenforceability of any single provision shall not be used as grounds to challenge the enforceability of any other provision.

Electronic Signatures. Completion of checkout and/or checkbox affirmation at registration constitutes a valid, binding electronic signature under Ontario’s Electronic Commerce Act, 2000, the US E-SIGN Act, and applicable provincial and state electronic commerce legislation across Canada and the United States, and is treated as an original signature for all purposes.

Binding Effect. This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. There are no third-party beneficiaries, except that each individual Digital Shift Party (as defined in Section 1) is an intended third-party beneficiary of the protective provisions of this Agreement, including Sections 34, 35, 35A, 38, 39, and 40, and may enforce such provisions directly.

Construction. The rule that ambiguities are construed against the drafter is waived by both parties. Section headings are for convenience only and do not affect interpretation.

Notices. All formal notices under this Agreement — including notices of breach, dispute notices, indemnification demands, and any notice required under Sections 5, 36, 37, 38, or 40 — must be in writing and delivered by email to the designated contact addresses below. Notices are deemed received upon confirmation of delivery or, in the absence of a delivery failure notification, twenty-four (24) hours after sending.

Digital Shift Contact Addresses:

Legal and formal notices: legal@digitalshiftmedia.com
Cancellations, account changes, and billing inquiries: support@digitalshiftmedia.com

Physical Mail Requirement. If either party sends any notice, demand, or legal communication by physical mail (including registered mail, courier, or any postal service), such notice shall not be deemed validly delivered unless a copy of the identical notice is also sent by email to the applicable email address above on or before the date of mailing. Physical mail alone, without a concurrent email copy, does not constitute valid notice under this Agreement. This requirement ensures timely receipt and prevents delays caused by postal interruptions.

Third-Party Licensed Content. Client acknowledges that Deliverables may incorporate Third-Party Licensed Content (including stock photos, stock video, licensed fonts, and third-party plugins) that is subject to third-party licence terms. Upon termination of this Agreement, Client is responsible for obtaining or maintaining its own licences for any Third-Party Licensed Content incorporated into Deliverables. Digital Shift makes no representation regarding Client’s right to continue using Third-Party Licensed Content after termination.

Survival. The following sections survive the termination or expiration of this Agreement and continue to protect Digital Shift and all Digital Shift Parties (including all current and former directors, officers, shareholders, employees, agents, and subcontractors) regardless of the reason for termination and regardless of whether any individual Digital Shift Party remains affiliated with Digital Shift at the time a claim is asserted: Sections 1, 3 (disclaimers, nature of services, and not-legal-advice disclaimer), 5 (outstanding fees and post-cancellation survival), 6 (outstanding fees), 6A, 7 (outstanding fees and ad spend liability), 8 (Client obligations, downgrade acknowledgments, and concurrent agency provisions), 9, 9A, 10, 11, 11A, 11B, 19, 20, 21, 22, 23, 24, 25, 25A, 26, 28, 29, 30, 31, 32 (non-interference), 33, 33A, 34, 35, 35A, 36, 37, 38, 39, 40, and 41. Where any provision states that it survives “indefinitely,” that provision survives without time limitation. Where a survival period is specified (e.g., three years for indemnification), the specified period applies. For all other surviving provisions, survival continues for the longer of: (a) three (3) years following termination; or (b) the latest date on which a claim could be brought under applicable limitation periods.

This document was last updated on March 22, 2026.

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Terms of Service

TERMS OF SERVICE

Client Service Agreement

SUMMARY OF KEY TERMS

AGREEMENT AFFIRMATION & ELECTRONIC SIGNATURE

Table of Contents

1. Definitions

2. Engagement and Scope of Services

3. Nature of Services

4. Term of Agreement

5. Cancellation and Wind-Down

6. Fees, Payments, and Late Charges

6A. Limited Satisfaction Guarantee

7. Advertising Spend and Ad Payments

8. Client Obligations and Account Access

9. Content Ownership, Accuracy, Approval, and Client-Supplied Media

9A. Use of AI and Technology Tools

10. Franchise Brands, Trademarks, and Licensed Marks

11. Email Campaigns, Deliverability, and Anti-Spam Compliance

11A. Hosted Landing Pages and Lead Routing

11B. Automation, Integration, and Connectivity Tools

12. Monthly Support Hours (Hosting and Maintenance Plans)

13. General and Substantive Changes

14. Timing and Client Cooperation