1. Acceptance of Terms
Welcome to The EDGE Agency ("we," "us," "our"). By accessing and using our website located at theedgeagency.online (the "Site") or by engaging our digital marketing services (the "Services"), you ("you," "your," "Client") agree to be bound by these Terms and Conditions ("Terms"). If you are agreeing on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to all of these Terms, you must not access the Site or engage our Services.

2. Description of Services
The EDGE Agency provides professional digital marketing services, which may include but are not limited to: strategy consulting, paid social media advertising, search engine marketing, analytics, content marketing, and related services as detailed in individual service proposals or statements of work ("SOW").

3. Client Responsibilities
To enable us to perform the Services effectively, you agree to:
a) Provide accurate, complete, and timely information, materials, and approvals necessary for project execution.
b) Designate a single point of contact for communications and decisions.
c) Secure and provide necessary access to your advertising accounts (e.g., Meta Business Manager, Google Ads), social media profiles, analytics platforms, and websites as required for service delivery.
d) Ensure you have all necessary rights and permissions for any logos, images, trademarks, or content you provide to us.
e) Make timely payments as outlined in Section 5.

4. Agency Responsibilities & Performance
a) We will perform the Services with professional diligence and in accordance with industry standards. This includes providing two (2) rounds of revisions for agreed-upon major deliverables (e.g., ad creative, strategy documents). Additional revisions may be subject to additional fees.
b) We will comply with applicable platform advertising policies (e.g., Meta, Google, TikTok) in the execution of campaigns.
c) No Guarantee of Results: You acknowledge that the field of digital marketing is subject to many external variables outside our control (including algorithm changes, market competition, and economic factors). While we will use our expertise to strive for the objectives outlined in a SOW, we do not and cannot guarantee specific rankings, traffic levels, lead volumes, or revenue outcomes. Any past performance or case studies are not a guarantee of future results.

5. Fees & Payment Terms
a) Fees for Services will be detailed in a separate proposal, SOW, or invoice. All fees are quoted and charged in United States Dollars (USD).
b) Payment Terms: Invoices are due upon receipt. For project-based work, a non-refundable deposit of fifty percent (50%) of the total project fee is required to commence work. For ongoing monthly retainer services, a deposit of fifty percent (50%) of the first month's retainer fee is required to commence services, with subsequent invoices issued monthly in advance.
c) Late Payments: Late payments may be subject to a late fee equal to two percent (2%) of the outstanding invoice total, applied monthly until the balance is paid in full.
d) Ad Spend: You are solely responsible for all third-party advertising costs ("Ad Spend") associated with your campaigns (e.g., funds placed directly into your Meta Ads, Google Ads, or TikTok Ads accounts). These costs are billed directly to you by the platforms and are separate from our management fees.
e) Kill Fee for Project Termination: If you terminate a project-based SOW after work has commenced, you are liable for a termination ("kill") fee based on the notice provided:
i) If termination notice is provided more than two (2) weeks before the project deadline, the kill fee is twenty-five percent (25%) of the remaining contract value.
ii) If termination notice is provided two (2) weeks or less before the project deadline, the kill fee is seventy-five percent (75%) of the remaining contract value.
In all cases, you must also pay for all Services rendered and expenses incurred up to the termination date.

6. Intellectual Property
a) Pre-Existing IP: Each party retains ownership of its pre-existing intellectual property (e.g., your brand logos, our proprietary methodologies and tools).
b) Deliverables: Upon full and final payment of all fees due, we grant you a perpetual, non-exclusive, worldwide license to use the final deliverables (e.g., ad creatives, reports, campaign strategies) created specifically for you under a SOW for your own business purposes. Raw working files, source code, and proprietary frameworks remain our property.
c) Portfolio Right: We retain the right to showcase the work product, including visuals and results, in our agency portfolio, on our Site, and in marketing materials, unless a separate non-disclosure agreement (NDA) is in effect.
d) Third-Party Assets: Any licensed stock imagery, fonts, or software used in deliverables are subject to their respective licenses.

7. Confidentiality
Both parties agree to hold in confidence any proprietary or confidential information disclosed by the other party ("Confidential Information") and not to use it for any purpose outside the scope of these Terms. This obligation survives termination of our relationship.

8. Termination
a) For ongoing monthly retainer services, either party may terminate the agreement by providing thirty (30) days' written notice.
b) Either party may terminate for material breach if the other party fails to cure such breach within fourteen (14) days of receiving written notice specifying the breach.
c) Upon termination for any reason, you agree to pay for all Services rendered and expenses incurred up to the termination date, in addition to any applicable kill fees as per Section 5(e).

9. Limitation of Liability
To the maximum extent permitted by law, The EDGE Agency's total aggregate liability to you for any and all claims arising from the Services or these Terms shall not exceed the total fees paid by you to us in the six (6) months preceding the claim. In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, data, or business opportunities, even if advised of the possibility of such damages.

10. Indemnification
You agree to indemnify, defend, and hold harmless The EDGE Agency and its affiliates from and against any claims, liabilities, damages, or costs (including legal fees) arising from: (a) your breach of these Terms; (b) any content or materials you provide to us; (c) your violation of any third-party rights or applicable laws; or (d) any Ad Spend or charges incurred on your advertising accounts, including those resulting from errors, fraud, or platform changes.

11. Website & Asset Transfer
a) The content on our Site (text, graphics, logos) is our property and protected by copyright. You may not misuse the Site (e.g., introduce malware, attempt unauthorized access, scrape data).
b) If Services include website management or hosting, we will provide a full website backup and facilitate the transfer of access credentials to you upon receipt of final payment. Hosting is typically provided through a third-party service, and you are responsible for initiating and managing the migration of your site upon termination of services.

12. General Provisions
a) Governing Law & Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in Toronto, Ontario, and the parties hereby consent to the personal jurisdiction and venue therein.
b) Entire Agreement: These Terms, along with any signed SOW, constitute the entire agreement between us regarding the Services and supersede all prior proposals, agreements, or communications.
c) Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
d) Amendments: We may update these Terms by posting a new version on our Site. Your continued use of the Site or Services after such posting constitutes your acceptance of the revised Terms.
e) Force Majeure: We are not liable for any failure or delay in performance due to causes beyond our reasonable control, including acts of God, war, terrorism, internet outages, or platform failures.

13. Contact Information
For questions about these Terms and Conditions, please contact us at:
The EDGE Agency
Email: Contact@theedgeagency.online