Terms and Conditions of Service

These contract (“Terms”) are entered into by Choice Online Marketing Group Inc. (“Choice”) and the entity that accepts these Terms electronically (“Client”) or in writing. These Terms govern Clients’ engagement of Choice’s professional marketing knowledge or services (i) that are initiated by the Client, or (ii) that are initiated by agents of the Client, or (iii) that reference or are referenced by these Terms.

In consideration of the foregoing, the parties agree as follows:

1. Payment Terms

Client agrees to pay by Credit Card, Cheque, or Email Transfer when payment becomes due as marked on each invoice. Client agrees to provide no less than five days notice before payment becomes due to change billing profile. Non-reoccurring (one-time) products and services will require partial or full payment upon entering this agreement. Client authorizes Choice to automatically charge billing profile on or before payment due date. Client will have five days from the date of the invoice to dispute any charges or services. After five days from the date of an invoice, Client (a) accepts services as rendered and (b) agrees to pay the entire invoice and (c) accepts any late payment or administrative processing fees.

Payments to Choice not received within 14 business days after payment due date will be subject to a processing fee of the greater amount of 2% of the total or $30 on the day after due. Unpaid invoices without resolution will always be reported to the credit bureau and sent to collections who will pursue maximum amount allowed by law.

Client is responsible and agrees to pay for all charges related to any of Choice’s knowledge, service, or product requested by Client.

2. Copyright and Trademarks

Client will hold harmless, protect, and defend Choice from any claim or suit arising from the use of any images or content in any published works. Client warrants that (a) it holds, and hereby grants Choice the rights in media creative and distribution for Choice, its affiliates and Partners to operate the Service and (b) all information and authorizations provided by Client are complete, correct and current.

3. Termination of Service

Either party may cancel service by providing notice to the other party at 30 calendar days prior to the date of cancellation. The end of service is 30 calendar days after notice has been communicated. Client will not be relieved of any payment obligations for “not provided” or “provided by Customer after the due date provided by Choice”.

4. Limitation of Liability

EXCEPT FOR SECTION 6 AND CUSTOMER’S BREACHES OF SECTIONS 1, 3, OR 7, TO THE FULLEST EXTENT PERMITTED BY LAW REGARDLESS OF THE THEORY OR TYPE OF CLAIM: (a) NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY IS AWARE OR SHOULD KNOW THAT SUCH DAMAGES ARE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY; AND (b) OTHER THAN CUSTOMER’S PAYMENT OBLIGATIONS UNDER THESE TERMS, NO PARTY OR ITS AFFILIATES MAY BE HELD LIABLE FOR DAMAGES UNDER THESE TERMS OR ARISING OUT OF OR RELATED TO PERFORMANCE OF THESE TERMS FOR ANY GIVEN EVENT OR SERIES OF CONNECTED EVENTS IN THE AGGREGATE OF MORE THAN THE AMOUNT PAYABLE TO CHOICE BY CLIENT UNDER THE TERMS IN THE THIRTY DAYS BEFORE THE DATE OF THE ACTIVITY FIRST GIVING RISE TO THE CLAIM. Except for payment obligations, Choice is not to be held liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control. Choice will not be bound by a Clients Terms.

5. Authorization

The Client is engaging CHOICE, and incorporated business in Edmonton, Alberta, to act on behalf of the client as their representative agency for the specific purpose of online marketing. It is the responsibility of the Client to ensure all applicable rules, regulations, and laws are obeyed and the Client agrees to be liable for any such claims. Client accepts responsibility to pay any costs associated with permits, licenses, or legal fees for all services approved by Client.

6. Indemnification

Customer will defend, indemnify and hold harmless Choice from any third-party claim or liability arising out of or related to privacy, information, services, usage of websites and breach of these Terms by Client.

7. Non Disparagement

No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law). Neither Party shall make, publish or communicate to any person or entity or in any public forum any comments or statements (written or oral) that intentionally seek to denigrate or disparage, or are detrimental to, the reputation or stature of the other Party or its businesses, or any of its employees, directors and officers and existing and prospective customers, suppliers, investors and other associated third parties.

8. Miscellaneous

All claims arising out of or relating to these terms will be governed by and construed in accordance with the laws of the province of Alberta and will be litigated exclusively in Edmonton, Alberta. The parties consent to personal jurisdiction in those courts. If any provision of this contract is illegal, invalid, or void under any applicable law, such provision should be considered severable. The remaining provisions shall not be impaired and shall be interpreted as far as possible so as to give effect to its stated purpose.

These Terms are the parties’ entire ongoing agreement relating to its subject and supersede any prior or contemporaneous agreements on that subject. (d) No party may make any public statement regarding the relationship contemplated by these Terms (except when required by law).

Notice will be treated as given on receipt, as verified by written or automated receipt or by electronic log (where available).

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