Terms of Service

These Terms of Service ("Terms") govern your use of the services provided by Grow Your Brand ("GYB," "we," "us," "our"), including our platform, client portal, and all marketing and design services delivered through them. By engaging our services or accessing the platform, you agree to these Terms.

GYB provides marketing and design services to businesses using AI-powered tools and human expertise. Services are delivered on your behalf and subject to your review and approval.

1. Services and Scope

Setup Services: One-time design and setup services (e.g., website design, branding) as outlined in your service agreement or proposal.

Ongoing Services: Monthly retainer-based marketing services (e.g., content creation, campaign management, SEO, social media) delivered through our platform.

Client Portal: Access to a portal where you can review deliverables, provide feedback, and approve work before it goes live.

Scope of Work: The specific services, deliverables, and timelines for your engagement are defined in your proposal or service agreement. Work outside the agreed scope requires a written change order and may incur additional fees. We will notify you before beginning any out-of-scope work.

Revisions: Each deliverable includes up to two (2) rounds of revisions. Revision requests should be consolidated and submitted within 7 business days of receiving the deliverable. Additional revision rounds may be billed at our standard hourly rate. If no feedback is received within 7 business days, the deliverable is deemed approved.

We reserve the right to modify, update, or discontinue features of the platform at any time with reasonable notice.

2. Accounts

To use our services, you must:

• Provide accurate and complete business and contact information
• Be at least 18 years of age
• Have authority to bind your business to these Terms
• Keep your login credentials confidential

You are responsible for all activity under your account.

3. Client Approvals and Liability

This is a core term of our relationship.

All deliverables, including but not limited to content, designs, emails, advertisements, social media posts, and campaigns, are presented to you for review and approval before publication or distribution. By approving a deliverable, you:

• Confirm it is accurate, appropriate, and compliant with applicable laws
• Accept full responsibility for the approved content once published
• Acknowledge that GYB is not liable for any claims, damages, or regulatory penalties arising from content you have reviewed and approved
• Confirm that any data, customer lists, or materials you provided for the deliverable were lawfully obtained

If no approval or feedback is received within 7 business days of delivery, the deliverable is deemed approved.

GYB acts as a service provider executing work on your direction. You are the ultimate decision-maker on all published materials and bear responsibility for ensuring they comply with your industry regulations, advertising standards, and applicable laws.

4. Client Cooperation

Timely delivery of our services depends on your cooperation. You agree to:

• Designate a primary contact with authority to provide feedback and approvals
• Provide requested materials, brand assets, account access, and information in a timely manner
• Respond to approval requests and feedback within 7 business days
• Ensure the accuracy of all information and materials you provide

If delays in our delivery result from your failure to provide timely feedback, approvals, or materials, project timelines will be extended accordingly and GYB is not responsible for any resulting delays or missed deadlines.

5. AI-Powered Services

Our platform uses artificial intelligence to assist in creating content, analyzing data, and executing marketing tasks. You acknowledge that:

• AI-generated content may require your review and editing before use
• AI outputs are not guaranteed to be accurate, complete, or error-free
• You are responsible for reviewing and approving all AI-generated deliverables
• AI-generated content does not constitute professional legal, financial, medical, or regulatory advice
• GYB is not liable for any consequences arising from your use of approved AI-generated content

6. Your Content and Data

Your Ownership: You retain ownership of all materials, data, brand assets, customer lists, and content you provide to us. You also own the final approved deliverables we create for you, subject to payment in full.

Our License: You grant us a limited, non-exclusive license to use your materials solely to deliver the services. This license terminates when our service relationship ends.

Your Responsibility: You represent and warrant that all materials and data you provide to us are owned by you or that you have the right to use them, and that they do not infringe on any third party's rights.

7. CASL Compliance

Where our services include sending or preparing commercial electronic messages (emails, SMS) on your behalf:

• You are responsible for obtaining and maintaining valid CASL consent from your recipients
• You are responsible for the accuracy and legality of any contact lists you provide
• GYB is responsible for including proper sender identification and unsubscribe mechanisms in messages sent through our platform
• You agree to indemnify GYB against any CASL-related claims arising from recipient lists or consent you provided

8. Fees and Payment

Setup Fees: One-time fees for design and setup services as outlined in your proposal or service agreement. Setup fees are due before work begins unless otherwise agreed.

Retainer Fees: Monthly fees billed in advance at the start of each billing cycle. Retainer fees are non-refundable for the current billing period.

Late Payments: Invoices not paid within 15 days of the due date may result in suspension of services. We reserve the right to charge interest of 2.5% per month on overdue amounts.

Third-Party Costs: Fees for third-party services required to deliver your marketing (e.g., ad spend, stock imagery, domain registration, software licenses, hosting) are separate from GYB fees and are your responsibility. We will obtain your approval before incurring any third-party costs on your behalf. Where GYB manages ad spend, it is passed through at cost unless a management fee is disclosed in your proposal.

Price Changes: We will provide at least 30 days' notice of any changes to retainer fees. Changes take effect at the start of the next billing cycle after the notice period.

9. Intellectual Property

GYB Platform: All platform technology, tools, processes, templates, and methodologies remain the exclusive property of GYB. Nothing in these Terms grants you ownership of or rights to our platform, tools, or proprietary methods.

Deliverables: Upon full payment, you own the final approved deliverables created specifically for you. This does not include underlying templates, frameworks, or tools used to create them.

Pre-Existing IP: Each party retains ownership of their pre-existing intellectual property.

Portfolio Rights: You grant GYB a non-exclusive, perpetual right to display deliverables created for you in our portfolio, website, case studies, and award submissions. We will not disclose confidential business metrics or data without your written consent. You may revoke this right at any time by written notice, in which case we will remove your materials within 30 days.

10. No Guarantee of Results

Marketing involves inherent uncertainty. GYB does not guarantee specific outcomes, including but not limited to search engine rankings, website traffic, lead volume, conversion rates, or revenue. Any projections, estimates, or benchmarks we provide are based on our experience and available data and are not guarantees. Results depend on many factors outside our control, including market conditions, competition, your product or service quality, and your responsiveness.

11. Acceptable Use

You agree not to:

• Use our services for any unlawful purpose
• Provide false, misleading, or deceptive content for publication
• Upload malicious code, viruses, or harmful content to the platform
• Attempt to access areas of the platform not intended for your use
• Resell, sublicense, or redistribute our services without written consent
• Use our services to send spam or unsolicited communications

Violation of these terms may result in immediate suspension or termination of your account.

12. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement, including business strategies, customer data, pricing, and internal processes. Confidential information will not be disclosed to third parties without written consent, except as required by law. This obligation survives termination for a period of two (2) years, except for trade secrets which remain confidential indefinitely.

Confidentiality does not apply to information that is publicly available, independently developed, or rightfully obtained from a third party.

13. Non-Solicitation

During the term of our engagement and for twelve (12) months following termination, neither party will directly solicit or hire employees or contractors of the other party who were involved in delivering or receiving the services. This does not restrict either party from hiring individuals who respond to general public job postings.

14. Limitation of Liability

To the maximum extent permitted by law:

• GYB's total liability for any claims arising from these Terms or our services is limited to the fees you paid to GYB in the 3 months immediately preceding the claim
• GYB is not liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, lost revenue, lost data, or business interruption
• GYB is not liable for any damages arising from content you approved, data you provided, or your failure to comply with applicable laws
• Our services are provided "as is" without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement

You acknowledge that GYB relies on information, materials, and approvals you provide. We are not liable for outcomes resulting from inaccurate, incomplete, or unlawful information you supply.

15. Indemnification

You agree to indemnify, defend, and hold harmless GYB and its owner, employees, and contractors from any claims, damages, losses, or expenses (including legal fees) arising from:

• Content you approved and published through our services
• Data or materials you provided that were inaccurate, unlawful, or infringing
• Your violation of CASL or other applicable laws
• Your breach of these Terms
• Any third-party claims related to your use of our services

16. Cancellation and Termination

Cancellation by You:

• Setup services: May be cancelled before work begins for a full refund. Once work has commenced, setup fees are non-refundable, but you will receive all completed work to date.
• Ongoing retainer: Requires 30 days' written notice before the next billing cycle. Your services will continue through the end of the current paid period. Retainer fees are non-refundable for the current billing period.
• Early termination: If you cancel during a minimum commitment period (if applicable, as stated in your proposal), the remaining months of the commitment are due as an early termination fee.

Cancellation by Us: We may suspend or terminate your account immediately if you:

• Breach these Terms and fail to remedy within 14 days of written notice
• Fail to pay fees within 30 days of the due date
• Engage in conduct that harms our platform, reputation, or other clients

We will provide written notice of termination with the reason.

Dormant Projects: If a project is paused or unresponsive for more than 60 days (no feedback, approvals, or communication), we reserve the right to close the project. Resuming will be treated as a new engagement and may require a new setup fee.

After Termination:

• We will provide your data, brand assets, and completed deliverables in a standard format upon request within 30 days
• Work in progress at the time of termination will be delivered in its current state
• Access to third-party accounts and tools set up on your behalf will be transferred to you
• Your data is deleted from our systems within 30 days of termination unless legally required to retain it
• Any outstanding fees remain due and payable
• Sections 3, 6, 7, 9, 12, 13, 14, 15, and 17 survive termination

17. Governing Law

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any disputes arising from these Terms will be resolved in the courts of Ontario.

18. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by email at least 30 days before they take effect. Continued use of our services after changes take effect constitutes acceptance. If you do not agree with the changes, you may terminate your services.

19. General

• These Terms, together with our Privacy Policy and any service proposals or agreements, constitute the entire agreement between you and GYB
• If any provision of these Terms is found unenforceable, the remaining provisions continue in effect
• Our failure to enforce any right does not waive that right
• You may not assign your rights under these Terms without our consent
• Notices should be sent to info@growyourbrand.ca

20. Contact Us

If you have any questions about these Terms of Service, please contact us:

Lena Foran
Grow Your Brand
Mississauga, ON, Canada
info@growyourbrand.ca