Terms of Service

Services

Just Frame Media ("we," "us," or "our") provides digital marketing services including search engine optimization (SEO), local SEO, content marketing, paid advertising management, and marketing automation. The specific scope of services provided to you will be set out in a separate Statement of Work (SOW) or service agreement.

We reserve the right to modify, suspend, or discontinue any service at any time with reasonable notice. We will not be liable to you or any third party for any modification, suspension, or discontinuance of services.

Payment Terms

All fees for services are as specified in your service agreement or Statement of Work. Unless otherwise stated:

• Monthly retainer fees are due on the first day of each service month
• Project-based fees are due 50% upon engagement commencement and 50% upon project completion
• Invoices are payable within 15 days of issue
• Late payments accrue interest at 1.5% per month (18% per annum) on outstanding balances
• We reserve the right to suspend services for accounts more than 30 days past due

All fees are in Canadian dollars (CAD) unless otherwise specified. Applicable taxes (GST/HST) will be added to all invoices where required by law.

Intellectual Property

Upon receipt of full payment, all work product created specifically for your engagement (website content, ad creative, reports, strategic documents) becomes your property.

We retain ownership of our proprietary methodologies, templates, tools, processes, and systems — including any frameworks, checklists, or systems we use to deliver services. These are licensed to you for use during our engagement but are not transferred to you.

You represent that all content, materials, and information you provide to us for use in delivering services is either owned by you or that you have the right to provide it to us. You indemnify us against any claims arising from materials you provide.

Limitation of Liability

To the maximum extent permitted by applicable law, Just Frame Media's total liability to you for any claims arising out of or related to our services shall not exceed the total fees paid by you to us in the three (3) months preceding the claim.

We are not liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, goodwill, or business interruption, even if we have been advised of the possibility of such damages.

Search engine rankings and digital marketing results are inherently variable and depend on many factors outside our control, including algorithm changes by search engines, competitive activity, and market conditions. We do not guarantee specific ranking positions except where explicitly stated in a written service agreement with specific performance guarantees.

Indemnification

You agree to indemnify, defend, and hold harmless Just Frame Media and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of our services
• Your breach of these Terms of Service
• Content or materials you provide to us
• Your violation of any applicable laws or regulations
• Any third-party claims related to your business or website

Confidentiality

Both parties may have access to confidential information in connection with the provision of services. Each party agrees to keep confidential any information designated as confidential or that a reasonable person would understand to be confidential, and not to disclose such information to third parties without prior written consent.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party; (c) is independently developed; or (d) is required to be disclosed by law.

Governing Law

These Terms of Service are governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Any disputes arising out of or related to these Terms of Service or our services shall be resolved by binding arbitration in Vancouver, British Columbia, in accordance with the Arbitration Act (British Columbia), unless both parties agree otherwise in writing. Nothing in this provision prevents either party from seeking injunctive or other equitable relief from a court of competent jurisdiction.

Changes to Terms

We may update these Terms of Service from time to time. We will notify existing clients of material changes via email or through our client communication channels. Continued use of our services after notice of changes constitutes acceptance of the revised terms.

The most current version of these Terms of Service will always be available at justframemedia.com/terms.

Contact

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

Just Frame Media Vancouver, British Columbia, Canada Email: david@justframemedia.com