Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING OUR WEBSITE OR SERVICES. BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE OUR SERVICES.

1. 1. Acceptance of Terms

These Terms of Service ("Terms") are a legally binding agreement between you ("Client," "you," or "your") and [Your Agency Name], a [State/Province] [entity type, e.g., LLC] ("Agency," "we," "us," or "our"). These Terms govern your use of our website at [www.youragency.com] (the "Site") and all related professional services, client portals, communications, and tools (collectively, the "Services").

These Terms apply to all visitors, clients, and others who access or use the Services. By engaging our Services or communicating with us via any channel, you confirm that you have read and agreed to these Terms and our Privacy Policy.

2. Description of Services

[Your Agency Name] is a professional services agency providing [describe your core services, e.g., "digital marketing, brand strategy, web design, and consulting services"] to clients across the United States and Canada. Our Services may include, but are not limited to:

[Service type 1, e.g., Strategy consulting and account management]

[Service type 2, e.g., Creative production and campaign management]

[Service type 3, e.g., Reporting, analytics, and performance optimization]

Client portal access, scheduling, and project management tools

Communications via email, phone, and SMS/text messaging

Specific services, deliverables, timelines, and fees for each engagement are governed by a separate Client Services Agreement or Statement of Work ("SOW") executed between the parties, which is incorporated into and subject to these Terms.

3. Eligibility

To use our Services, you must be at least 18 years of age and have the legal capacity to enter into binding contracts. If you are using the Services on behalf of a business or organization, you represent and warrant that you have authority to bind that entity to these Terms.

Our Services are intended for use by individuals and businesses located in the United States and Canada. Use of the Services from other jurisdictions is at your own risk and subject to local laws.

4. Client Accounts & Confidentiality

If you create an account or are provided access to our client portal, you are responsible for maintaining the security of your login credentials and all activity that occurs under your account. Notify us immediately at [support@youragency.com] of any unauthorized access.

Both parties agree to maintain the confidentiality of non-public business information shared during the course of the engagement. We will not disclose your confidential business information to third parties without your consent, except as required by law or as necessary to deliver the Services (e.g., sub-contractors bound by confidentiality obligations).

5. SMS / Text Messaging Terms

This Section governs all SMS and MMS text message communications between [Your Agency Name] and you. These terms are compliant with the Telephone Consumer Protection Act (TCPA), Canada's Anti-Spam Legislation (CASL), the CTIA Messaging Principles and Best Practices, and Twilio's Acceptable Use Policy and Messaging Policy.

5.1 Program Description

[Your Agency Name] uses text messaging to communicate with clients and prospective clients as part of our service delivery. By opting in, you may receive the following types of messages:

Appointment confirmations, reminders, and scheduling updates

Project status updates, deadline reminders, and deliverable notifications

Account alerts and billing notifications

Customer support responses and follow-ups

Promotional messages about our services, special offers, and agency news (only where separately consented to)

5.2 Consent & Opt-In

By providing your mobile phone number on any form, contract, intake questionnaire, or directly to an agency representative, and by affirmatively opting in (e.g., checking a consent checkbox, replying YES to a confirmation message, or texting a keyword to our number), you expressly consent to receive text messages from [Your Agency Name] at the mobile number you provide.

Important: Your consent to receive marketing or promotional SMS messages is NOT a condition of purchasing or receiving our Services. Consent for operational messages (e.g., appointment reminders, project updates) may be required to fully receive our Services.

Consent is non-transferable. We will only send messages to numbers from which we have received direct, documented, and verifiable consent from the account holder.

5.3 Express Written Consent for Marketing Messages (TCPA / CASL)

Before sending any promotional or marketing text messages, we will obtain your express written consent, which may include:

Completion of a written or electronic opt-in form that clearly discloses the nature of the messages;

A double opt-in confirmation where you reply to confirm your consent; or

A signed agreement containing clear SMS consent language.

For Canadian residents, we comply with CASL's express consent requirements and will honor all opt-out requests within 10 business days. We do not rely on implied consent for commercial electronic messages unless permitted by CASL.

5.4 Message Frequency

[INSERT FREQUENCY DISCLOSURE — e.g., "Message frequency varies based on your account activity and preferences. You may receive up to [X] messages per month. Transactional messages (appointment reminders, project updates) may be sent as needed to deliver our Services."]

5.5 Message & Data Rates

Message and data rates may apply. Standard carrier rates for text messages and data will apply depending on your mobile plan. [Your Agency Name] does not charge separately for text messages; however, your carrier may. Contact your wireless provider for details about your messaging plan. We are not responsible for any charges imposed by your carrier.

5.6 How to Opt-Out

TO STOP receiving text messages: Reply STOP to any message.

You will receive one final confirmation message and then no further texts.

To re-subscribe: Reply START or contact us directly.

Canadian residents may also opt out by contacting us at [support@youragency.com] — we will process your request within 10 business days.

Please note: Opting out of marketing messages does not opt you out of critical transactional messages required to deliver your contracted Services (e.g., appointment confirmations for booked sessions). To opt out of all communications, please contact us directly.

5.7 How to Get Help

Reply HELP to any message for assistance, or contact us directly:

Email: [support@youragency.com]

Phone: [Your toll-free or support number]

Website: [www.youragency.com/contact]

5.8 Carrier Disclaimer

Carriers are not liable for delayed or undelivered messages. Message delivery is subject to network availability, device compatibility, and factors outside our control. We are not liable for any failure or delay in the transmission of text messages.

5.9 Supported Carriers

Our SMS program is available through all major US and Canadian carriers, including AT&T, Verizon, T-Mobile, Bell, Rogers, Telus, Freedom Mobile, Fido, Koodo, and others. Supported carriers may change without notice.

5.10 Privacy of Mobile Data

Your mobile number and SMS opt-in data will not be sold, rented, leased, or shared with any third party or affiliate company for marketing purposes without your explicit consent. Mobile opt-in information is collected solely to facilitate communications between you and [Your Agency Name]. For full details, see our Privacy Policy at [www.youragency.com/privacy].

6. Fees & Payment

Fees for our Services are outlined in your Client Services Agreement or Statement of Work. Unless otherwise stated:

Invoices are due within [e.g., 30] days of the invoice date.

Late payments are subject to a [e.g., 1.5%] monthly interest charge.

We reserve the right to suspend Services for accounts more than [e.g., 30] days past due.

All fees are stated in [USD / CAD] unless otherwise specified in your agreement.

For Canadian clients: Any applicable taxes (GST/HST/QST) will be added to invoices as required by law. Our HST/GST number is [insert if applicable].

7. Acceptable Use Policy

You agree to use our Services only for lawful purposes and in compliance with all applicable US and Canadian laws and regulations. You agree NOT to:

Use our Services to facilitate illegal activity or violate any applicable law;

Infringe on the intellectual property rights of the Agency or any third party;

Provide false, misleading, or inaccurate information to the Agency;

Attempt to gain unauthorized access to our systems or client data;

Use our Services to transmit spam, malware, or other harmful content; or

Interfere with or disrupt the integrity or performance of the Services.

8. Intellectual Property

Upon full payment of all fees, ownership of final deliverables produced specifically for you under a Statement of Work will transfer to you as outlined in that SOW. Unless otherwise agreed in writing:

Pre-existing agency tools, templates, methodologies, and software remain the sole property of [Your Agency Name];

The Agency retains a license to display work in its portfolio unless you request otherwise in writing; and

All content on our Site, including text, graphics, and branding, is owned by [Your Agency Name] and protected under US and Canadian copyright law.

9. Privacy Policy & Data

Our collection and use of personal information is governed by our Privacy Policy, available at [www.youragency.com/privacy]. We are committed to compliance with applicable privacy laws in both the United States and Canada, including CASL, PIPEDA (or applicable provincial privacy legislation), and US state privacy laws.

We will not sell your personal data. For questions about how we handle your data, contact [privacy@youragency.com].

10. Disclaimers & Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR PRODUCE ANY PARTICULAR BUSINESS OUTCOME.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW (INCLUDING APPLICABLE US STATE LAWS AND CANADIAN FEDERAL AND PROVINCIAL LAWS), [YOUR AGENCY NAME]'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE THREE (3) MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11. Indemnification

You agree to indemnify, defend, and hold harmless [Your Agency Name] and its officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your violation of any applicable law; or (c) your negligence or willful misconduct.

12. Term & Termination

These Terms are effective upon your first use of our Services and remain in effect until terminated. Either party may terminate the Services relationship upon written notice subject to the terms of any applicable Client Services Agreement. We reserve the right to immediately suspend or terminate access to the Services for material breach of these Terms.

Sections 8, 10, 11, and 14 survive any termination or expiration of these Terms.

13. Changes to These Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' advance notice by posting the updated Terms on our Site and, where required by carrier or regulatory requirements, notifying you by email or SMS. Continued use of our Services after the effective date constitutes your acceptance of the revised Terms.

14. Governing Law & Dispute Resolution

14.1 United States Clients

These Terms shall be governed by and construed under the laws of the State of [Your State], without regard to conflict of law principles. Any disputes shall first be subject to good-faith negotiation. Unresolved disputes shall be submitted to binding arbitration under the American Arbitration Association Commercial Rules in [Your City, State]. YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION.

14.2 Canadian Clients

For clients located in Canada, these Terms shall be governed by the laws of the Province of [e.g., Ontario] and the federal laws of Canada applicable therein. Disputes shall be resolved through binding arbitration administered in accordance with the Arbitration Act of [Province]. Nothing in this Section limits either party's right to seek emergency injunctive relief from a court of competent jurisdiction.

15. General Provisions

These Terms, together with any executed Client Services Agreement or SOW and our Privacy Policy, constitute the entire agreement between you and [Your Agency Name] regarding the subject matter herein. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect. Our failure to enforce any right or provision shall not be deemed a waiver. These Terms are not assignable by you without our prior written consent.