DIGITAL MARKETING SERVICES AGREEMENT

Please note this is our standard marketing agreement. All clients must agree to the terms and Nuanced does not accept redlines or negotiate the verbiage in this agreement.

1. SERVICES

1.1 Nuanced Technologies Inc. (“Agency”) agrees to provide digital marketing services (“Services”) to Client as specified in attached Schedule A, which may include but is not limited to: campaign management, content creation, social media management, analytics, and advertising services.

1.2 All Services are performed based exclusively on Client’s instructions, specifications, and using Client-provided materials and access.

1.3 All Services are provided on an as-is basis. Agency cannot and does not guarantee returns on investment of any kind on any marketing efforts whatsoever.

1.4 Agency’s duties and obligations are limited exclusively to those expressly stated in this Agreement and its Schedules. No implied duties, fiduciary obligations, or responsibilities shall be read into or inferred from this Agreement, regardless of industry custom, prior dealings, Agency experience, Agency portfolio, course of performance, or any other extrinsic factors. Agency explicitly disclaims any duty to audit, verify, or independently assess the legality, accuracy, or appropriateness of Client’s instructions, materials, or compliance requirements. The doctrine of implied covenant of good faith and fair dealing shall not expand Agency’s obligations beyond the express written terms herein.

1.5 Scope Modifications: Any changes to the scope of Services outlined in Schedule A must be mutually agreed upon in writing. Client shall submit change requests in writing, and Agency shall provide a revised quote and timeline within 5 business days. Approved changes may result in adjustments to fees or timelines, as specified in the written amendment.

1.6 Performance Reporting: Agency, at Client’s request, shall provide Client with performance reports as specified in Schedule A, including key metrics such as click-through rates, conversions, or other agreed-upon indicators, as agreed in writing.

2. CLIENT OBLIGATIONS & DELIVERABLES

2.1 Required Deliverables

Client must provide and continue to update:

  • Complete inventory of all marketing assets with documented ownership/licensing status
  • Written data protection requirements and applicable regulations that the client is subject to for any data client provides (GDPR, CCPA, PIPEDA, etc.)
  • List of all restricted data and data categories as well as marketing technology use limitations for each product/service e.g. EU/UK privacy related, political content, alcohol, gambling, healthcare, adult entertainment etc. absent which Agency will assume no such concerns are applicable to client provided data
  • List of appropriate marketing protocols, industry standards and restrictions in applicable law for tracking and re-marketing (e.g. those applicable to users under age of majority in client market areas) absent which Agency will assume no such restrictions and protocols are applicable
  • Permission boundaries and scope of allowable usage for Client data
  • Explicit list of approved and prohibited use cases in online, web-based, and in-app marketing, cookie and session tracking with specific examples relevant to Client’s areas of business and applicable law (EU, UK, Canadian, US laws relevant to each service being marketed)
  • Downstream vendor restrictions, data residency requirements, limitations on the use of data and privileges over data client provides to Agency absent which Agency will assume use of client data has no such restrictions
  • Contact information for Client’s legal/compliance team

2.2 Ongoing Obligations

Client shall:

  • Never disclose, or allow to be disclosed, data or information to Agency that the Agency should not possess or share with downstream marketing service providers under any applicable law, third party contract or any confidentiality agreement.
  • Maintain and share with Agency current documentation of all legal restrictions and requirements applicable to client and the data shared with Agency
  • Immediately notify Agency of any changes to legal/compliance requirements
  • Provide timely responses to Agency inquiries (within 5 business days)
  • Review and approve all materials requiring authorization within agreed timeframes

2.3 Content Approval Process

Failure to provide timely feedback may result in project delays, and Agency shall not be liable for such delays. Revisions beyond two rounds require mutual agreement and may incur additional fees as quoted by Agency.

3. INTELLECTUAL PROPERTY & INDEMNIFICATION

3.1 Client Materials

For the purposes of this section, “materials” will mean any data, content or information that can have marketing relevance such as Client provided catalog of prior marketing material, user lists, customer information, pictures, videos, trademarks and logos etc.

Client represents and warrants that:

  • It owns or has valid licenses for all materials provided to Agency.
  • It has vetted the appropriate use of the provided data and technologies used for marketing and remarketing under proposed plan or technology.
  • It has vetted existing marketing strategies, use of marketing technologies available and its compliance with applicable law when using such technologies
  • Materials provided to Agency may be used for marketing purposes and any restrictions will be (or have been) provided to Agency
  • No marketing materials have been provided to Agency that infringe any third-party intellectual property rights
  • All necessary permissions, releases, and consents have been obtained for any material provided to Agency

3.2 Indemnification for IP and Use of Materials/Data Provided by Client

Client agrees to defend, indemnify, and hold harmless Agency, its officers, directors, employees, and agents from any claims, damages, losses, costs, and expenses (including reasonable attorney fees) arising from:

  • Any breach of Client’s intellectual property warranties
  • Claims of infringement related to Client-provided materials
  • Any use of material/data for which client provided access to the Agency and that should not have been provided for marketing purposes
  • Use of materials beyond Client’s actual rights
  • Client’s failure to disclose material restrictions applicable to any data or material provided to Agency

3.3 Agency Work Product

Unless otherwise agreed in writing:

  • Agency owns perpetual and unrestricted rights to all deliverables created for Client
  • Agency may use Client’s performance data for benchmarking

3.4 Advertising Account Ownership and Transfer

Upon termination or completion of Services, Agency shall transfer full administrative control of all advertising accounts created on Client’s behalf (e.g., Google Ads, Facebook Ads) to Client within 90 business days, including all relevant credentials and data, unless otherwise restricted by third-party platforms. Client shall provide necessary access or instructions to facilitate the transfer.

4. DATA PROTECTION & PRIVACY

4.1 Client as Controller

Client acknowledges that:

  • Client owns and will maintain ownership of all advertising related accounts and relationships with third parties – even if the specific account/relationship is created and established by the Agency. Agency does not take any responsibility of ownership, billing and payments and will solely act as a manager to such accounts and relationships.
  • Client is the data and privacy controller for all personal data in all advertising and non-advertising accounts and services owned by Client
  • Agency acts solely as service provider under Client’s documented instructions
  • Client determines all lawful bases for Agency’s work and scope of assigned tasks
  • Client is responsible for all privacy notices and consents

4.2 Client’s Data Protection Obligations

Client must:

  • Identify all applicable data protection laws and regulations and provide the appropriate written processing instructions and restrictions
  • Specify data retention and deletion requirements as well as identify special category data requiring additional protection
  • Ensure lawful basis exists for all data exchange and processing activities between Client, Agency and downstream vendors such as ad publishers and advertising hubs/markets

4.3 Data Protection Indemnity

Client indemnifies Agency against all claims, fines, penalties, and costs arising from:

  • Client’s failure to comply with data protection laws or Client’s failure to disclose restrictions on data provided to Agency
  • Inadequate or incorrect compliance guidance from Client

4.4 Post-Termination Data Handling

Upon termination of this Agreement, Agency shall, within 60 days, return or securely delete all Client data (including backups) in its possession, unless required to retain such data by applicable law. Agency shall provide written confirmation of data deletion upon Client’s request.

5. SYSTEM ACCESS & SECURITY

5.1 Access at Client’s Risk

  • Any and all system access provided to client to monitor and track marketing efforts undertake by the Agency are provide on an as-is basis at Client’s sole discretion and risk. Client can choose to request offline reports instead of accessing any Agency provided systems.
  • Client determines appropriate access levels and permissions for data it provides access to the Agency. Agency has no obligation to assess system security or data scope
  • Client is responsible for all consequences of access to Client’s systems provided to the Agency and must maintain adequate control and protection of its systems and data therein.

5.2 No Liability for Client Systems and Sub-processors

Agency assumes no responsibility for:

  • Security breaches resulting from Client-provided access to its systems
  • Data integrity or availability issues on Agency provided systems
  • Unauthorized access by third parties
  • Failure of any kind of any industry standard sub-processors such as Amazon, Google, Microsoft or any downstream vendors including publishers and printers of marketing materials or advertising hubs/marketplaces.

6. PAYMENT TERMS

6.1 Fees

Client agrees to pay fees as specified in Schedule A.

6.2 Payment Schedule

  • Invoices issued monthly on the 1st of each month
  • Payment due within 30 days of invoice date (“Due Date”)
  • Payments made via bank transfer or accepted payment methods

6.3 Late Payment Penalties

  • Late payments incur 1.5% monthly interest (or maximum legal rate)
  • $50 administrative fee for each late payment
  • Agency may suspend Services after 15 days past Due Date
  • Client remains liable for work performed before suspension

6.4 Collection Costs

Client responsible for all costs of collection including:

  • Reasonable attorney fees
  • Court costs and filing fees
  • Collection agency fees
  • All other enforcement costs

6.5 Disputed Invoices

Client must notify Agency of disputes within 10 days of invoice date with detailed written explanation. Undisputed portions must be paid by Due Date.

6.6 Third-Party Costs

Unless otherwise specified in Schedule A, fees exclude third-party costs (e.g., advertising platform fees, software subscriptions, stock imagery licenses). Client shall pre-approve such costs in writing, and Agency shall invoice them separately or arrange direct payment by Client to the third party.

6.7 Taxes

Fees are exclusive of applicable taxes (e.g., GST/HST). Client is responsible for all taxes, levies, or duties imposed by taxing authorities, and Agency shall include such amounts on invoices unless Client provides a valid tax exemption certificate. Canadian clients must provide GST/HST Number for invoices and will be billed the sales tax for Ontario.

7. REPRESENTATIONS & WARRANTIES

7.1 Mutual Warranties

Each party warrants it has full authority to enter this Agreement.

7.2 Client’s Additional Warranties

Client warrants:

  • Client will never ask Agency to market or advertise illegal or un-lawful products or services in Canada, US or EU/UK
  • All information provided to Agency will be accurate and complete and no undisclosed restrictions exist on the use of provided materials/access
  • Compliance with all applicable laws in its jurisdiction and detailed guidance to Agency on such laws.
  • Maintenance of appropriate insurance coverage
  • Its business operations, products, or services do not violate any laws or third-party rights in Canada, US or EU/UK

7.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, AGENCY PROVIDES SERVICES “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY

8.1 Exclusions

Agency shall not be liable for:

  • Client’s failure to disclose data related restrictions or requirements applicable
  • Undisclosed third-party rights or claims
  • Consequential, indirect, special, or punitive damages
  • Lost profits, revenue, or business opportunities
  • Damage from Client’s violation of this Agreement

8.2 Liability Cap

Agency’s total liability shall not exceed the lesser of:

  1. Total fees paid by Client in preceding 3 months
  2. $5,000

8.3 Exceptions

Limitations do not apply to:

  1. Either party’s indemnification obligations
  2. Client’s payment obligations
  3. Gross negligence or willful misconduct

9. TERM & TERMINATION

9.1 Term

This Agreement begins on Effective Date and continues for initial term specified in Schedule A, automatically renewing for successive periods unless terminated.

9.2 Termination

Either party may terminate:

  • For convenience with 30 days written notice
  • Immediately for material breach not cured within 60 days of notice
  • Immediately for insolvency or bankruptcy

9.3 Effect of Termination

  • Client must pay all outstanding fees and expenses
  • Agency delivers completed work and returns and/or destroys Client confidential and protected materials
  • Indemnification and limitation of liability provisions will survive
  • Client responsible for archiving necessary deliverables and maintaining appropriate records

10. INDEMNIFICATION

10.1 Client Indemnification

Client shall defend, indemnify, and hold Agency harmless from all third-party claims arising from:

  • Breach of Client’s warranties or obligations
  • Client-provided materials, data, or instructions
  • Agency’s authorized use of Client systems
  • Client’s products, services, or business operations
  • Failure to disclose material marketing related restrictions and product/service detail

10.2 Agency Indemnification

Agency shall defend and indemnify Client solely for claims arising from Agency’s gross negligence or willful misconduct not related to Client materials or instructions.

11. CONFIDENTIALITY

11.1 Each party shall maintain confidentiality of the other’s proprietary information using reasonable care, with exceptions for:

  • Lawfully obtained from third parties
  • Required legal disclosures

11.2 Confidentiality Period Confidentiality obligations shall continue during the term of this Agreement and for 3 years following termination, unless otherwise required by law.

12. GENERAL PROVISIONS

12.1 Insurance. Client maintains appropriate business insurance including cyber liability coverage.

12.2 Force Majeure. Neither party shall be liable for delays due to circumstances beyond reasonable control, including but not limited to natural disasters, government actions, or internet outages. The affected party shall notify the other in writing within 15 business days of the event.

12.3 Independent Contractor. Agency is an independent contractor, not an employee or partner.

12.4 Assignment. Neither party may assign without written consent, except Agency may assign to successor entity.

12.5 Governing Law. This Agreement governed by Ontario, Canada law.

12.6 Dispute Resolution. Disputes shall first be addressed through good faith negotiation. Unresolved disputes shall be settled by binding arbitration under the rules of the ADR Institute of Canada, conducted in Toronto, Ontario, in English, with one arbitrator.

12.7 Notices. Written and confirmed email address notifications are acceptable.

12.8 Severability. Invalid provisions severed without affecting remaining terms.

12.9 Entire Agreement. This Agreement and Schedules constitute entire agreement, superseding prior understandings.

12.10 Modification. Modifications must be in writing signed by both parties.

12.11 Waiver. No waiver effective unless in writing. Single waiver does not constitute ongoing waiver.

12.12 Survival. Provisions regarding payment, indemnification, liability, confidentiality, and IP survive termination.

12.13 Subcontracting. Agency may subcontract Services with Client’s prior written consent, which shall not be unreasonably withheld. Subcontractors shall be bound by the same confidentiality and data protection obligations as Agency.

12.14 Non-Solicitation. During the term of this Agreement and for 1 year thereafter, Client shall not solicit or hire Agency’s employees or contractors without Agency’s prior written consent.

12.15 Audit Rights. No audit rights are given to either party.

12.16 Non-Exclusivity. Unless otherwise specified in Schedule A, Agency may provide services to other clients, including those in similar industries, provided such services do not violate confidentiality or intellectual property obligations under this Agreement.

13. CRITICAL CLIENT ACKNOWLEDGMENTS

By signing below, Client specifically acknowledges and agrees that:

  • Agency relies entirely on Client’s representations regarding intellectual property rights, guidance on restricted industry operations (e.g., adult, political ads, healthcare etc.) ownership of data, permissions, and compliance requirements.
  • Client accepts full responsibility for determining appropriate data handling and system access parameters for any data and access it provides to Agency
  • Agency does not provide legal and compliance advice whether marketing related or otherwise
  • Client understands Agency does not verify intellectual property rights, trademarks rights, ownership of logos, rights of use, and any legal compliance requirements for Client

EXECUTED AS OF THE EFFECTIVE DATE: NO SIGNATURE REQUIRED IF EXECUTED ELECTRONICALLY. CONTINUED USE OF SERVICES OFFERED WILL ALSO IMPLY AGREEMENT TO THESE TERMS

CLIENT:

Signature: _______________________

Name: _______________________

Title: _______________________

Date: _______________________

AGENCY:

Signature: _______________________

Name: _______________________

Title: _______________________

Date: _______________________

SCHEDULE A – SERVICES & FEES

Initial Term:

Services to be Provided: Digital Advertising and Marketing, Google Ads, Bing Ads, Facebook

Fee Structure:

Monthly Retainer: $________

Additional Services: As quoted

Setup Fee (if applicable): $________

Reporting Obligations: Agency shall, on client’s request, provide performance reports detailing key metrics as agreed upon, including but not limited to click-through rates, conversions, and campaign performance data.

SCHEDULE B – DATA PROCESSING ADDENDUM(s)

FOR certain Clients and in specified jurisdictions requiring specific data protection obligations (e.g., GDPR, HIPAA, PIPEDA, CCPA for California clients), an additional addendum shall be provided and independently executed.

For such agreements client must fully disclose for their business:

  • Nature and Purpose
  • Categories of Data
  • Categories of Data Subjects
  • Applicable law and marketing related restrictions
  • Acceptable and Restricted Use of technologies such as sessions/cookie tracking, age restrictions,
  • Products/services , intended usage, audience and guidelines for sale/re-sale, labelling warnings and requirements (if any) and advertising/marketing related concerns with client operations both electronic and offline