These Client Terms & Conditions (the "Terms") govern the rights and obligations between Influicity Corporation ("Influicity," "We," "Us," or "Our") and the client identified in the Client Agreement ("You," "Your," or "Client"), each a "Party" and together the "Parties."

These Terms are incorporated by reference into, and form an integral part of, the Client Agreement signed by the Client. Together, the Client Agreement, these Terms, and any Schedules or Addenda signed by both Parties constitute the entire agreement between the Parties (the "Agreement").

The version of these Terms identified on the Client Agreement governs for the entire Term. Influicity may publish updated versions of these Terms from time to time, but a later version does not apply to a signed Client Agreement unless the Parties agree in writing or unless the Parties enter into a renewal or replacement agreement.

WHEREAS Influicity provides a set of services, including but not limited to paid advertising management, funnel design and development, content development and production, social media management, and advisory services (collectively, the "Services");

AND WHEREAS Client wishes to utilize the Services, as outlined in the plan or package the Client has selected (the "Program");

NOW THEREFORE, in consideration of the mutual covenants of this Agreement and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties agree as follows.

1. DEFINITIONS AND STRUCTURE OF THE AGREEMENT

1.1 Definitions. In these Terms:

"Client Agreement" (also referred to as the Program Agreement) means the signed agreement between the Parties that identifies the Client, the Program and Scope of Services, the Total Program Fee, the Contract Date, the Length of Contract, the Program Start Date, and any Deposit or installment schedule.

"Contract Date" means the date the Client Agreement is signed by both Parties.

"Deliverables" means any materials, content, creative, copy, campaigns, funnels, landing pages, strategy documents, reports, or other work product produced by Influicity under the Program.

"Media Spend" means amounts paid to advertising platforms for the purchase of advertising inventory. Media Spend is separate from, and in addition to, Influicity's fees.

"Program Start Date" means the date specified in the Client Agreement, from which all payment due dates are calculated.

"Qualified Lead," where used, has the meaning given to it in the Client Agreement or in a signed Schedule.

"Term" means the period described in the section titled "Term."

1.2 Order of precedence. In the event of a conflict, the following order applies: (a) a signed Schedule or Addendum, with respect to its own subject matter; (b) the Client Agreement; (c) these Terms.

1.3 Cross-references. References in these Terms to other provisions are made by section title rather than by number.

2. TERM

2.1 Term. This Agreement commences on the Contract Date and continues for the Length of Contract stated in the Client Agreement, unless terminated earlier in accordance with these Terms.

2.2 No automatic renewal. Except as provided in the section titled "Extension of Term," this Agreement expires automatically at the end of the Term. There is no automatic renewal and no continuation on a month-to-month basis. Neither Party is required to give notice of non-renewal. Any continuation of the Services beyond the Term requires a renewal or replacement agreement signed by both Parties.

3. SCOPE OF SERVICES

3.1 Scope. Influicity shall provide the Client with the Services explicitly outlined in the signed Client Agreement, which together constitute the Program. Services not explicitly outlined in the signed Client Agreement are excluded from the Program.

3.2 Schedules. The Parties may attach one or more schedules to the Client Agreement describing additional or specialized Services (each a "Schedule"). Each Schedule, once signed by both Parties, is incorporated into and forms an integral part of this Agreement.

4. CLIENT RESPONSIBILITIES

4.1 Approvals and deemed acceptance. Client agrees to review and provide feedback on Deliverables in a timely manner. Client shall have five (5) business days from delivery of a Deliverable to provide written notice of any objection, requested revision, or non-conformity. Notice must be provided through the same channel in which the Deliverable was delivered (email, project management platform, shared workspace, or other channel designated by Influicity) and must identify the specific Deliverable and the basis for the objection. Failure to provide written objection within the five (5) business day window constitutes acceptance of the Deliverable as conforming and satisfactory. Once accepted, or deemed accepted, any subsequent changes may be treated as additional work and billed separately. Client waives any right to dispute, or to initiate a chargeback in connection with, any Deliverable that has been accepted or deemed accepted under this Section.

4.2 Revisions. Unless otherwise specified in the Client Agreement, Influicity will provide up to three (3) rounds of revisions on Deliverables. Additional revisions, material changes, or requests submitted after acceptance may be billed at Influicity's then-current rates.

4.3 Out-of-scope work. Requests outside the scope of Services described in the Client Agreement constitute additional work and may require a separate agreement, change order, revised timeline, or additional fees. Influicity reserves the right to determine whether a request falls outside the agreed scope.

4.4 Access, materials, and delays caused by Client. The Client agrees to provide Influicity with timely access to all materials, accounts, approvals, and information reasonably required to perform the Services, including but not limited to advertising account access, business manager and platform permissions, analytics and tracking access, CRM access, brand assets, logos, content, and written approvals on Deliverables. Influicity shall not be liable for any delays caused by the Client's failure to provide such materials, access, information, or approvals within a reasonable timeframe. Where the Client's delay exceeds ten (10) business days, Influicity reserves the right to adjust project timelines accordingly without penalty. The Client acknowledges that the quality and performance of the Services may be materially affected by the Client's level of cooperation and timely participation, and agrees that such impact shall not constitute a breach by Influicity.

4.5 Project pauses and abandonment. If the Client fails to provide required approvals, feedback, materials, access, or information for a period exceeding thirty (30) consecutive days, Influicity may pause the project until such items are received. If the project remains paused for more than ninety (90) consecutive days due to Client inaction, Influicity may close the project and consider its obligations under this Agreement fulfilled. Any fees paid shall remain non-refundable, and any outstanding amounts under the Agreement shall be immediately due and payable.

5. THIRD-PARTY COLLABORATORS

5.1 If the Client engages any third-party agency, contractor, consultant, freelancer, or in-house team member ("Collaborator") to perform work in connection with the Program, the Services, the Client's advertising accounts, funnels, websites, or tracking infrastructure, the Client is solely responsible for selecting, supervising, and managing that Collaborator.

5.2 Influicity has no responsibility for the quality, timeliness, compliance, or outcomes of any Collaborator's work. Influicity's performance obligations under this Agreement are excused to the extent they are impaired, delayed, or made more difficult by the acts or omissions of a Collaborator, and such impairment shall not constitute a breach by Influicity. The Client remains fully liable for all payment obligations regardless of any Collaborator's conduct.

5.3 The Client shall notify Influicity in writing before granting any Collaborator access to advertising accounts, tracking infrastructure, funnels, or other assets used in the delivery of the Services.

6. ADVERTISING PLATFORMS, MEDIA SPEND, AND ACCOUNTS

6.1 Media Spend. Where the Services include paid advertising or media management: (a) all Media Spend shall be billed by the advertising platforms directly to the Client's own payment method, and media budgets are separate from, and in addition to, Influicity's fees; (b) the Client is solely responsible for funding its advertising accounts and for maintaining a valid payment method with each platform; and (c) Influicity shall manage Media Spend with reasonable professional care, but is not responsible for the acts, omissions, policies, pricing, algorithm changes, outages, data reporting, or account decisions of any advertising platform.

6.2 Platform decisions and account suspensions. Advertising platforms may reject, restrict, disapprove, limit, or remove advertisements, assets, pages, or accounts at their sole discretion. Influicity does not control and cannot guarantee any platform outcome.

6.3 Client-attributable restrictions. If the Client's advertising account, business manager, page, domain, or payment method is restricted, suspended, banned, or otherwise limited for reasons attributable to the Client, including but not limited to the Client's product or service, the Client's claims or offers, the Client's prior advertising history, the Client's business model, the Client's website or landing page content, the Client's payment method, or the acts of a Collaborator, then: (a) this does not constitute a breach by Influicity; (b) all fees continue to accrue and remain payable in full; (c) all payment due dates remain unchanged; and (d) any applicable Performance Guarantee is void in accordance with the section titled "Performance Guarantee."

6.4 Platform terms. The Client is responsible for reviewing and complying with the terms, policies, and advertising standards of each platform on which its advertising runs. The Client acknowledges that Influicity is not affiliated with, endorsed by, or sponsored by any advertising platform.

7. BILLING AND COLLECTION

7.1 Service fees. Subject only to the sections titled "Deposit" and "Performance Guarantee," the Total Program Fee stated in the Client Agreement is a single, indivisible fee for the Program as a whole, and is fully earned by Influicity upon execution of the Client Agreement. The Total Program Fee is not calculated by reference to time spent, hours worked, months elapsed, Deliverables produced, or any other measure of partial or progressive performance, and no portion of it is contingent on Influicity's continued performance. Any installment schedule set out in the Client Agreement is a payment convenience extended to the Client only, and does not divide the Total Program Fee into severable parts, defer the point at which it is earned, or create any right of abatement. Where the Client Agreement sets out an installment schedule, that schedule governs the timing of payment. Where it does not, fees shall be invoiced monthly in advance, at the start of each calendar month.

7.2 Currency. Unless the Client Agreement expressly states otherwise, all fees, deposits, refunds, credits, and other amounts under this Agreement are denominated and payable in United States dollars (USD). The Client is solely responsible for any currency-conversion fees, foreign-transaction fees, exchange-rate spreads, wire fees, or other charges imposed by the Client's bank, card issuer, or payment provider, whether on payments to Influicity or on payments from Influicity to the Client. Where Influicity owes the Client any amount, Influicity's obligation is discharged in full by tendering the corresponding USD amount, and any variation between the USD amount tendered and the local-currency amount received creates no additional liability for Influicity.

7.3 Suspension for non-payment. Influicity may suspend Services, without liability, if any invoice remains unpaid past its due date, until payment is received in full. Suspension does not relieve the Client of any payment obligation and does not extend any payment due date, the Term, or any measurement period under a Performance Guarantee.

7.4 Interest. Overdue amounts shall accrue interest from the due date until paid in full at the rate of one and one-half percent (1.5%) per month, calculated monthly on a simple, non-compounding basis. For the purposes of section 4 of the Interest Act (Canada), the Parties confirm that the yearly rate of interest to which the foregoing monthly rate is equivalent is eighteen percent (18%) per annum. If the rate stated in this Section exceeds the maximum rate permitted by applicable law, the maximum rate permitted by applicable law shall apply instead.

7.5 Costs of collection. The Client shall be responsible for all reasonable costs of collection incurred by Influicity in recovering overdue amounts, including legal fees on a full indemnity basis, court and arbitration costs, skip-tracing and asset location costs, and third-party collection agency fees.

7.6 Deposit. Where the Client Agreement specifies a Deposit, the Deposit is due upon execution of the Client Agreement and secures the Client's slot and reserved production capacity. The Deposit is refundable in full if the Client cancels by written notice to support@influicity.com before the Program Start Date. On and after the Program Start Date, the Deposit is non-refundable and shall be applied against the Total Program Fee. For clarity, this Section governs over the section titled "Refunds and Credits" with respect to the Deposit only.

7.7 Program Start Date and payment schedule. The Program Start Date is the date specified in the Client Agreement and is the date from which all payment due dates under this Agreement are calculated. The Parties may reschedule the kickoff call or any other meeting by mutual agreement; however, no such rescheduling, nor any delay in commencing or performing the Services for any reason, shall alter the Program Start Date, defer any payment due date, or reduce any amount payable, unless Influicity agrees otherwise in writing. Each installment set out in the Client Agreement becomes due and payable on its stated due date.

7.8 Payment authorization. By signing the Client Agreement and providing payment information, the Client authorizes Influicity to: (a) charge the payment method on file for each installment or invoice on its due date, without further approval or notice; (b) retry a failed payment up to three (3) times over ten (10) business days; (c) charge any alternative payment method the Client has on file if the primary method fails; and (d) obtain updated payment credentials from the Client's card issuer or through card-updater services, including replacement card numbers and expiry dates.

7.9 Acceleration on default. If any amount remains unpaid more than thirty (30) calendar days after its due date, or if the Client fails to cure a payment breach within the applicable cure period, Influicity may, at its sole option, declare the entire unpaid balance of the Total Program Fee immediately due and payable. Amounts accelerated under this Section bear interest in accordance with the section titled "Interest" from the date of acceleration until paid in full.

7.10 Right of offset. Influicity may offset any amounts owed by the Client against any amounts Influicity may owe the Client under this Agreement, including any refund, credit, or Performance Guarantee payment.

7.11 Collections and credit reporting. Influicity may assign, refer, or transfer any delinquent account to one or more third-party collection agencies or to legal counsel for recovery, and may report a delinquent account to business or consumer credit reporting agencies to the extent permitted by law, in each case after providing the Client with at least thirty (30) days' written notice and an opportunity to cure. The Client consents to the disclosure of account information, the signed Client Agreement, invoices, communications, and service delivery records to such collection agencies, counsel, and reporting agencies to the extent reasonably necessary for those purposes.

8. REFUNDS AND CREDITS

8.1 General. Except as expressly provided in the sections titled "Deposit" and "Performance Guarantee," all fees paid to Influicity are non-refundable. The Client acknowledges that Influicity incurs significant hard costs which are committed upon engagement.

8.2 Good faith resolution. While refunds are not otherwise permitted, Influicity is committed to client satisfaction and will make every reasonable effort to address concerns, adjust strategies, and optimize performance to meet the Client's objectives. If an issue arises, the Client agrees to communicate concerns in good faith, allowing Influicity the opportunity to resolve any matters through service adjustments or alternative solutions. Any credits or service adjustments outside of a Performance Guarantee are provided at Influicity's sole discretion and do not constitute an obligation or precedent for future engagements.

9. PERFORMANCE GUARANTEE

9.1 When a guarantee applies. A Performance Guarantee applies only where it is set out in a Performance Guarantee Schedule signed by both Parties, or is expressly stated in the Client Agreement. Nothing said in any call, email, presentation, advertisement, or other communication creates a Performance Guarantee.

9.2 The Schedule governs. Where a Performance Guarantee Schedule is signed, that Schedule sets out the complete terms of the guarantee, including the benchmark, the qualifying criteria and the manner in which they are established and changed, the measurement periods, the minimum daily Media Spend, the conditions, and the refund. That Schedule governs over this Section and over any other provision of these Terms in respect of the Performance Guarantee.

9.3 No guarantee otherwise. Where no Performance Guarantee Schedule is signed and the Client Agreement does not expressly state a Performance Guarantee, no guarantee of any kind applies to the Program and the section titled "No Guarantee of Results" governs in full.

9.4 Sole and exclusive remedy. A Performance Guarantee, where it applies, is the Client's sole and exclusive remedy for any failure to achieve a stated benchmark or any other performance outcome.

9.5 Extension of Term. Where a Performance Guarantee Schedule provides for a period that would run beyond the expiry of the Term, the Term is automatically extended, without further act of either Party and at no additional Influicity fee, for so long as is necessary for that period to run its full course and for any resulting obligation to be determined and satisfied. An extension under this Section is not a renewal of this Agreement.

10. CHARGEBACKS AND PAYMENT DISPUTES

10.1 Mandatory pre-dispute notice. Before initiating any chargeback, payment reversal, or dispute with a bank, card issuer, or payment processor, the Client must first contact Influicity in writing at support@influicity.com, describe the issue, and allow Influicity at least fifteen (15) calendar days from the date of that notice to resolve it.

10.2 Waiver of chargeback rights. To the maximum extent permitted by applicable law and payment network rules, the Client waives any right to initiate, authorize, or request a chargeback, payment reversal, or payment dispute in respect of any transaction under this Agreement, except in the case of verified unauthorized fraud, meaning use of the Client's payment method by a person other than the Client or an authorized representative of the Client and without the Client's consent.

10.3 Improper chargeback. Any chargeback, reversal, or payment dispute initiated in breach of the sections titled "Mandatory pre-dispute notice" or "Waiver of chargeback rights" constitutes a material breach of this Agreement. Influicity may submit this Agreement, the Client Agreement, invoices, communications, and proof of Services rendered to the payment processor as evidence of authorization.

10.4 Consequences of an improper chargeback. Upon an improper chargeback, the Client remains fully responsible for all amounts charged and, in addition, shall reimburse Influicity for all actual and documented costs arising from the dispute, including payment processor dispute and administrative fees, card network assessments and monitoring program fees, collection agency fees, and legal fees on a full indemnity basis. Influicity may also: (a) immediately suspend or terminate the Services; (b) exercise its rights under the section titled "Acceleration on default"; and (c) report the dispute to payment processors and chargeback monitoring services. The amounts recoverable under this Section are actual documented losses and costs and are not a penalty.

11. TERMINATION

11.1 Termination for cause by either Party. Either Party may terminate this Agreement prior to the end of the Term if the other Party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) business days of receiving written notice specifying the breach.

11.2 Termination by Influicity for harmful conduct. Influicity may terminate this Agreement immediately, without a cure period, if the Client engages in behaviour that is abusive, unlawful, or materially harmful to Influicity's staff, reputation, operations, or platform standing.

11.3 Termination by Client for convenience. The Client may terminate this Agreement at any time, for convenience, upon written notice to Influicity. Termination for convenience ends Influicity's obligation to perform the Services as of the effective date, but does not reduce, extinguish, abate, or defer the Total Program Fee, which was fully earned on execution of the Client Agreement in accordance with the section titled "Service fees." In such event: (a) all fees paid are non-refundable; and (b) the entire unpaid balance of the Total Program Fee becomes immediately due and payable. For clarity, the amount payable under this Section is a debt owing by the Client in respect of a fee already earned, and is not a payment triggered by breach, a liquidated damages amount, an early termination fee, or a pre-estimate of loss.

11.4 Effect of termination. Except where the Client terminates under the section titled "Termination for cause by either Party" for an uncured material breach by Influicity, in the event of termination for any reason the Client shall remain liable for the full Total Program Fee, less any amount refundable under the sections titled "Deposit" or "Performance Guarantee," together with any other amounts owing under this Agreement. Where the Client terminates for an uncured material breach by Influicity, the Client shall remain liable for the portion of the Total Program Fee proportionate to the Services performed up to the effective date of termination. Any prepaid amounts shall otherwise be non-refundable. Influicity will provide the Client with any completed or partially completed Deliverables created up to the termination date. Each Party shall return or destroy any Confidential Information of the other Party upon request.

12. OWNERSHIP, INTELLECTUAL PROPERTY, AND ASSETS ON TERMINATION

12.1 Ownership of content. Except as otherwise provided in a Schedule, the Client owns the content created for the Client under the Program and can reuse it as it wishes. Influicity retains ownership of Our intellectual property, including Our processes, methodologies, frameworks, templates, systems, internal tools, and brand marks. We may re-use parts and pieces of Our content at Our own discretion.

12.2 Licence to Influicity materials. Where a Deliverable incorporates Influicity's proprietary frameworks, templates, or systems, the Client receives a non-exclusive, non-transferable licence to use those elements for the Client's own internal business purposes. The Client may not resell, sublicense, or distribute Influicity's proprietary frameworks, templates, or systems as a standalone product or service.

12.3 Client materials. The Client retains ownership of all content, brand assets, and materials it supplies, and grants Influicity a licence to use, edit, and adapt those materials as necessary to deliver the Services.

12.4 Accounts and assets on termination or expiry. On termination or expiry of this Agreement:

(a) the Client retains its own advertising accounts, business manager, pages, pixels and server-side tracking configurations, custom audiences, lead data, CRM records, and domains;

(b) Influicity will remove its personnel's access to the Client's accounts within a reasonable period following the effective date, and the Client is responsible for revoking any access it wishes removed sooner;

(c) Influicity will provide the Client with final creative files and funnel assets created for the Client under the Program, in the formats in which they were produced, upon written request made within thirty (30) days of the effective date, provided all amounts owing to Influicity have been paid in full;

(d) Influicity retains its own agency accounts, account structures, internal documentation, and any tooling, templates, or automations built for Influicity's general use; and

(e) Influicity has no obligation to migrate, rebuild, host, or maintain any asset after the effective date, and any such work must be arranged under a separate agreement.

13. USE OF ARTIFICIAL INTELLIGENCE TOOLS

13.1 The Client acknowledges that Influicity may use artificial intelligence and machine learning tools in the research, ideation, drafting, production, editing, and optimization of Deliverables.

13.2 The Client acknowledges that material generated wholly or substantially by artificial intelligence may not attract copyright or other intellectual property protection in some jurisdictions, and that Influicity makes no representation as to the protectability of any such material. The ownership provisions in the section titled "Ownership of content" apply only to the extent such rights exist and are capable of being transferred.

13.3 The warranty in the section titled "Warranties" regarding non-infringement does not extend to artificial intelligence generated elements or to materials supplied by the Client.

14. CLIENT CONTENT, CLAIMS, AND COMPLIANCE WITH LAWS

14.1 Client responsibility. The Client is solely responsible for the legality, accuracy, and substantiation of its products, services, offers, pricing, claims, guarantees, testimonials, endorsements, landing pages, and all content it supplies or approves for publication, including where that content was drafted by Influicity and approved by the Client.

14.2 Compliance. The Client represents and warrants that it will comply, and that all content published in connection with the Program will comply, with all applicable laws, regulations, and platform policies, including but not limited to advertising and misleading representations law, consumer protection law, anti-spam law governing commercial electronic messages, privacy and data protection law, industry-specific claim and disclosure requirements, and the advertising standards of each platform used.

14.3 Substantiation. The Client warrants that it holds adequate and proper substantiation for every performance, earnings, health, financial, or comparative claim it makes or approves, and will provide that substantiation to Influicity on request.

14.4 Rights in materials. The Client warrants that it owns or has licensed all rights necessary in any content, imagery, footage, music, likeness, trade mark, or other material it supplies to Influicity, and that Influicity's use of that material as contemplated by this Agreement will not infringe the rights of any third party.

14.5 Approval. Influicity may decline to produce, publish, or run any content it reasonably believes to be unlawful, misleading, unsubstantiated, or contrary to platform policy, without liability and without relief from any Client payment obligation.

15. DATA PROTECTION AND PRIVACY

15.1 Roles. As between the Parties, the Client determines the purposes for which personal information collected through the Program is used. Influicity processes that personal information on the Client's behalf and in accordance with the Client's instructions and this Agreement.

15.2 Client obligations. The Client is responsible for obtaining all consents required for the collection, use, and disclosure of personal information through its funnels, forms, and campaigns, including express consent for commercial electronic messages where required, and for maintaining a privacy policy and any required disclosures on its properties.

15.3 Influicity obligations. Influicity will use personal information only as necessary to deliver the Services, will apply reasonable safeguards appropriate to the sensitivity of the information, and will not sell personal information.

15.4 Compliance. Each Party will comply with applicable privacy and data protection legislation, including the Personal Information Protection and Electronic Documents Act (Canada) and any applicable provincial equivalent.

15.5 Tracking. The Client is responsible for the lawful implementation of any pixels, tags, server-side tracking, and analytics on its properties, including any required cookie or tracking notice and consent mechanism.

16. CONFIDENTIALITY

16.1 Both Parties will protect Confidential Information from unauthorized dissemination and use with at least the same degree of care that the Party uses to protect its own similar information, and in no event less than a reasonable standard of care. Both Parties will use Confidential Information only to the extent strictly necessary to perform obligations under this Agreement. Neither Party will disclose Confidential Information to any person or entity without the other Party's prior written consent, except that either Party may disclose Confidential Information to its legal advisors and affiliates provided those legal advisors and affiliates agree to abide by the terms of this Section, and provided further that each Party remains liable for any failure of its legal advisors and affiliates to abide by the terms of this Section.

16.2 The Client acknowledges that Influicity's methods, strategies, pricing structures, systems, processes, campaign structures, and contractor networks are proprietary and confidential.

17. NON-SOLICITATION AND RECRUITMENT FEE

17.1 Recruitment fee. If, during the Term and for twelve (12) months following its expiry or termination, the Client or any affiliate of the Client engages, hires, or retains, whether as an employee, contractor, or consultant, any individual who was employed or engaged by Influicity and who performed work in connection with the Services within the twelve (12) months preceding that engagement, the Client shall pay Influicity a recruitment fee equal to fifty percent (50%) of that individual's annualized total compensation in the new engagement, payable within thirty (30) days of the individual's start date.

17.2 Nature of the fee. The recruitment fee compensates Influicity for its recruitment, training, and replacement costs. This Section does not prohibit the Client from hiring any individual and does not restrict any individual's ability to work.

17.3 Exception. This Section does not apply where the individual responds to a general public job posting not directed at Influicity personnel and where neither the Client nor anyone acting on its behalf solicited that individual.

18. PUBLICITY, TESTIMONIALS, AND MARKETING

18.1 Confidentiality of terms. Neither Party will publicly disclose the specific commercial terms of this Agreement without the prior written approval of the other Party.

18.2 Marketing licence. The Client grants Influicity a worldwide, royalty-free licence to identify the Client as a client of Influicity and to display the Client's name, logo, non-confidential work product created under this Agreement, and campaign results and performance metrics in Influicity's case studies, portfolio, award submissions, presentations, website, and marketing materials, unless the Client opts out by written notice to Influicity.

18.3 Testimonials. Any testimonial provided by the Client must be truthful and must reflect the Client's honest experience. Where the Client provides a written, recorded, or filmed testimonial, the Client grants Influicity a perpetual, worldwide, royalty-free licence to use, edit, and publish that testimonial together with the Client's name, business name, likeness, and stated results for marketing purposes. Filmed testimonials are subject to a separate written release.

18.4 Disclosure. Both Parties will comply with applicable rules governing testimonials, endorsements, and the disclosure of material connections.

19. NON-DISPARAGEMENT

19.1 Mutual obligation. Neither Party will make, publish, or cause to be published any statement about the other Party, its services, its personnel, or its business that is false, defamatory, or materially misleading.

19.2 Carve-outs. Nothing in this Section restricts or prohibits: (a) truthful statements based on a Party's actual experience, including an honest negative review; (b) statements made under legal compulsion or in response to a subpoena, court order, or other lawful process; (c) statements made in good faith to a regulator, payment processor, or platform trust-and-safety function based on a reasonable belief in their truth; (d) statements made in private, confidential communications, including with a Party's spouse, lawyer, accountant, financial advisor, therapist, or clergy; or (e) statements made in connection with the enforcement of this Agreement or any release or settlement entered into under it.

19.3 Notice and cure. Before pursuing any remedy under this Section, the complaining Party shall give the other Party written notice identifying the statement and the basis on which it is said to be false, defamatory, or materially misleading. The other Party shall have fifteen (15) calendar days from receipt of that notice to cure by retracting or removing the statement and, where appropriate, issuing a correction.

19.4 Remedies. If the statement is not cured within the notice period, the complaining Party may seek actual damages proved with reasonable certainty, together with injunctive or other equitable relief. No fixed or liquidated sum is payable under this Section.

19.5 Savings. This Section is intended to be enforceable only to the extent consistent with applicable law. Nothing in this Agreement imposes any fee, penalty, or liability on a Party for publishing an honest review or assessment of the other Party based on that Party's actual experience.

19.6 Survival. This Section survives termination or expiry of this Agreement for a period of three (3) years.

20. NO GUARANTEE OF RESULTS

20.1 Except where a Performance Guarantee expressly applies under the section titled "Performance Guarantee," Influicity makes no guarantee, representation, or warranty of any kind regarding results, including but not limited to lead volume, lead quality, cost per lead, cost per acquisition, appointment or booking volume, show rates, close rates, return on ad spend, reach, impressions, engagement, follower growth, traffic, conversions, sales, revenue, profit, or business growth.

20.2 The Client acknowledges that outcomes depend on numerous factors outside Influicity's control, including the Client's offer, pricing, product or service quality, fulfilment capacity, sales process and responsiveness, market conditions, competition, seasonality, budget, brand equity, and the policies, algorithms, and pricing of third-party advertising platforms.

20.3 Any example, case study, projection, forecast, model, benchmark, or past result shared by Influicity at any time, whether before or after the Contract Date, is illustrative only, is not typical, and is not a representation, promise, or guarantee of any outcome for the Client.

21. WARRANTIES AND DISCLAIMERS

21.1 Warranties. Influicity represents and warrants that: (a) its obligations as contemplated herein will not violate any other agreement, obligation, or commitment to which Influicity is bound; (b) it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practice; and (c) Deliverables created by Influicity will not, to Influicity's knowledge, infringe or misappropriate the intellectual property rights of any third party, excluding materials supplied or specified by the Client and excluding artificial intelligence generated elements as described in the section titled "Use of Artificial Intelligence Tools."

21.2 Disclaimer. Except as expressly set out in the section titled "Warranties," and to the maximum extent permitted by law, the Services and Deliverables are provided on an "as is" and "as available" basis, and Influicity disclaims all other warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including any implied warranty or condition of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

22. INDEMNIFICATION

22.1 To the fullest extent permitted by law, the Client shall defend, indemnify, and hold harmless Influicity and its directors, officers, employees, contractors, agents, successors, and assigns from and against any and all claims, damages, liabilities, losses, costs, and expenses, including legal fees on a full indemnity basis, arising out of or related to: (a) the Client's use of the Services or Deliverables; (b) the Client's breach of this Agreement; (c) the Client's violation of any law, regulation, platform policy, or third-party right; (d) any content, claim, offer, product, or service the Client supplies, approves, publishes, or distributes, including content drafted by Influicity and approved by the Client; (e) any government, regulatory, or platform investigation, action, or claim relating to the Client's business; or (f) the acts, omissions, or work product of any Collaborator or other third party engaged by the Client.

22.2 This Section survives termination or expiry of this Agreement.

23. LIMITATION OF LIABILITY

23.1 Cap. To the maximum extent permitted by law, Influicity's total aggregate liability to the Client for all claims arising out of or in connection with this Agreement, whether in contract, tort, negligence, breach of statutory duty, or otherwise, shall not exceed the total Influicity fees actually paid by the Client to Influicity in the twelve (12) months immediately preceding the event giving rise to the liability. Media Spend, platform fees, third-party software, licences, and other pass-through amounts are excluded from the calculation of this cap.

23.2 Excluded losses. Influicity shall not be liable for any indirect, incidental, special, consequential, or punitive loss or damage of any nature, including without limitation economic loss, data loss, loss of goodwill, loss of anticipated savings, or loss of turnover, profits, revenue, or business, regardless of the theory of liability and whether or not Influicity was advised of the possibility of such loss.

24. INDEPENDENT CONTRACTORS

24.1 Influicity is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, or fiduciary relationship between the Parties.

24.2 Neither Party has authority to bind the other or to incur obligations on the other's behalf, except that the Client authorizes Influicity to access, operate, and manage the Client's advertising accounts and related platform assets to the extent necessary to deliver the Services.

24.3 Influicity is responsible for its own personnel, including all compensation, remittances, and statutory obligations relating to them.

25. BUSINESS-TO-BUSINESS TRANSACTION

25.1 The Client represents and warrants that it is entering into this Agreement solely for business or commercial purposes and not for personal, family, or household purposes.

25.2 The Client acknowledges that this Agreement is a commercial, business-to-business contract, and that the Client has had the opportunity to obtain independent legal advice before signing.

26. FORCE MAJEURE

26.1 Neither Party will be liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, cyberattacks, pandemics, government action, labour disruption, or third-party platform outages, provided that this Section does not excuse the Client's payment obligations for Services already rendered.

27. NOTICES

27.1 Any notice or other document required or permitted to be given under this Agreement (a "Notice") shall be in writing and shall be sufficiently given if delivered by hand, sent by prepaid registered mail, or delivered by electronic mail.

27.2 Notice to Influicity shall be sent to: Influicity, 3219 Yonge Street, Suite 365, Toronto, Ontario, Canada, M4N 2L3, or by electronic mail to support@influicity.com.

27.3 Notice to the Client shall be sent to the billing address or email address set out in the Client Agreement, or such other address as the Client has last notified to Influicity in writing.

27.4 Notice delivered by electronic mail is deemed received on the date sent, provided no delivery failure notification is received. Notice sent by prepaid registered mail is deemed received three (3) business days after mailing.

28. GOVERNING LAW AND DISPUTE RESOLUTION

28.1 Governing law. This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

28.2 Mediation. Subject to the sections titled "Injunctive and equitable relief" and "Claims for non-payment," any dispute shall first be subject to mediation with the objective of reaching a mutually agreeable resolution. The Party initiating the dispute shall be responsible for proposing a qualified mediator, subject to the other Party's approval, scheduling the mediation, and advancing the mediator's fees and expenses. The other Party's sole obligation shall be to participate in the mediation in good faith.

28.3 Arbitration. If a dispute cannot be resolved through mediation within sixty (60) days of a Party initiating it, it will be resolved by final and binding arbitration before a single arbitrator, conducted in Toronto, Ontario in accordance with the Arbitration Act, 1991 (Ontario). The Party initiating the arbitration shall advance the fees and expenses of the arbitrator. In the final award, the arbitrator shall allocate the costs of the arbitration, including the arbitrator's fees and expenses, the costs of the mediation, and the Parties' reasonable legal fees, against the unsuccessful Party, unless the arbitrator determines that such an allocation would be unjust in the circumstances.

28.4 Claims for non-payment. Notwithstanding the foregoing, any dispute relating solely to non-payment of fees may be brought in the Ontario Small Claims Court or the Ontario Superior Court of Justice, and the Client attorns to the jurisdiction of such court.

28.5 Injunctive and equitable relief. Notwithstanding the foregoing, either Party may at any time apply to a court of competent jurisdiction in Ontario for interim, interlocutory, or permanent injunctive or other equitable relief, including to protect intellectual property, trade secrets, or Confidential Information, without first proceeding to mediation or arbitration.

28.6 Limitation period. This Agreement is a business agreement within the meaning of the Limitations Act, 2002 (Ontario). The Parties agree that any claim arising out of or in connection with this Agreement must be commenced within one (1) year after the day on which the claim was discovered, and that any claim not commenced within that period is permanently barred. This Section does not apply where the Client is a consumer within the meaning of applicable consumer protection legislation.

29. GENERAL

29.1 Entire agreement. The Client Agreement, these Terms, and any signed Schedules and Addenda constitute the entire understanding and agreement between Influicity and the Client and supersede any and all prior or contemporaneous representations, understandings, and agreements between them with respect to the subject matter hereof.

29.2 Non-reliance. The Client acknowledges and agrees that it is not relying on, and has not been induced to enter into this Agreement by, any representation, warranty, promise, forecast, projection, guarantee, or statement of any kind that is not expressly set out in the Client Agreement, these Terms, or a signed Schedule, whether made orally, in writing, on a call, in a presentation, in an advertisement, or otherwise, and by whomever made. The Client has independently evaluated the Services and the Program.

29.3 Version. The version of these Terms identified on the Client Agreement governs for the entire Term. A later published version does not apply to a signed Client Agreement unless the Parties agree in writing or enter into a renewal or replacement agreement. Influicity maintains an archive of prior versions and their effective dates.

29.4 No waiver. No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of it or of any other right. A waiver is effective only if given in writing.

29.5 Severability. If any provision, clause, sentence, phrase, or word of this Agreement, or its application in any circumstance, is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and such invalidity or unenforceability shall not affect the validity or enforceability of the remainder of this Agreement.

29.6 Assignment. Neither this Agreement, nor any rights or obligations arising under or related to it, may be assigned or otherwise transferred by either Party, voluntarily or involuntarily, without the prior express written consent of the other Party, provided that Influicity may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon written notice to the Client.

29.7 Language. All communications made or notices given pursuant to this Agreement shall be in the English language.

29.8 Electronic signature and counterparts. The Client Agreement and any Schedule may be executed in counterparts and delivered electronically, and an electronic signature has the same force and effect as an original signature.

29.9 Survival. All obligations of the Parties which expressly or by their nature survive termination or expiry of this Agreement, including without limitation the sections titled "Billing and Collection," "Refunds and Credits," "Performance Guarantee," "Chargebacks and Payment Disputes," "Termination," "Ownership, Intellectual Property, and Assets on Termination," "Client Content, Claims, and Compliance with Laws," "Data Protection and Privacy," "Confidentiality," "Non-Solicitation and Recruitment Fee," "Publicity, Testimonials, and Marketing," "Non-Disparagement," "No Guarantee of Results," "Warranties and Disclaimers," "Indemnification," "Limitation of Liability," "Notices," and "Governing Law and Dispute Resolution," shall continue in full force and effect notwithstanding such termination or expiry and until they are satisfied or by their nature expire.

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