Please note there are two sets of terms outlined on this page – one specifically related to your usage of our website, and the second related to our services. When you become a customer you are agreeing to both these sets of terms.
SimpleLab Digital MARKETING SERVICES AGREEMENT
This Marketing Services Agreement (this “Agreement”), dated as of date set forth on the Order Confirmation Webpage (the “Effective Date”), is by and between SimpleLab Digital, an Ontario, Canada limited liability company, with offices located at 1829 Britannia Road East, Unit 4, Mississauga, Ontario. L4W 1S6. (“SimpleLab Digital”) and you and the entity (if any) on behalf of which you are purchasing certain services (“Customer” and together with SimpleLab Digital, the “Parties,” and each a “Party”).
WHEREAS, SimpleLab Digital has the capability and capacity to provide certain marketing services; and WHEREAS, Customer desires to retain SimpleLab Digital to provide such services, and SimpleLab Digital is willing to perform such services under the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SimpleLab Digital and Customer agree as follows:
1. Acceptance of Terms. SimpleLab Digital PROVIDES THE SERVICES (AS DEFINED BELOW) SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE “ACCEPT” BUTTON/CHECKING THE “ACCEPT” BOX ON THE ORDER CONFIRMATION WEBPAGE (I.E. THE WEBPAGE ON WHICH YOU SELECTED THE SERVICES YOU DESIRE TO PURCHASE AND CONFIRM YOUR PURCHASE, THE “ORDER CONFIRMATION WEBPAGE”) YOU (A) ACCEPT THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE AND AGREE THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE ON BEHALF OF CUSTOMER AND BIND CUSTOMER TO ITS TERMS. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT AND THE ORDER CONFIRMATION WEBPAGE, SimpleLab Digital WILL NOT PROVIDE THE SERVICES.
2.1. SimpleLab Digital shall provide to the Customer the services, as described in more detail on the Exhibit A (the “Services”) in accordance with the terms and conditions of this Agreement. The Order Confirmation Webpage, or the invoice, contains: (a) a detailed description of the Services to be performed; (b) the date upon which the Services will commence; and (c) the fees to be paid to SimpleLab Digital.
2.1.2. All services SimpleLab Digital provides are considered ongoing unless explicitly canceled by the Customer as stated in section 6.1.2.
2.2. Customer shall:
2.2.1. Cooperate with SimpleLab Digital in all matters relating to the Services (even if inactive);
2.2.2. Respond promptly to any SimpleLab Digital request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for SimpleLab Digital to perform the Services in accordance with the requirements of this Agreement.
2.2.3. Provide such Customer materials or information as SimpleLab Digital may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects.
2.2.4. Obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services prior to the acceptance of this Agreement.
2.2.5. Review all materials created or modified by SimpleLab Digital in connection with the Services (including social media and advertisements) and confirm that all materials comply with the applicable laws and regulations, no materials infringe on third-party intellectual property rights, and no materials are defamatory in nature.
2.2.6. Provide login access to Customer’s social media and other accounts and review and confirm that all of Customer’s ad spend account budgets are correctly inputted by SimpleLab Digital in each applicable account.
2.2.7. Create and maintain backup versions of all Customer materials and information SimpleLab Digital is given access to, whether or not the materials are within the scope of the Services.
2.2.8. Protect (and not disclose to SimpleLab Digital) any information that may be subject to any obligations of confidentiality or non-use and to which SimpleLab Digital is not intended to have access to or otherwise know or use.
2.3. To the extent that Customer intends to market and advertise any products containing CBD, Customer represents that such CBD products contain less than 0.3 percent THC and such advertising is not directed at anyone under the age of 21 and does not include any cartoons or marketing which would be appealing to children. In the event Customer intends to advertise and market recreational marijuana, Customer shall abide by the guidelines set forth in Exhibit B as well as any applicable state and local laws and any changes to such laws.
2.4. In connection with the Services, SimpleLab Digital may place multiple cookies and/or tracking pixels on Customer’s website, landing pages, webpages built by SimpleLab Digital, Customer’s apps, or elsewhere. These cookies and/or tracking pixels may be used to optimize Customer’s marketing campaigns, track Customer’s audience, analyze Customer’s audience, or other purposes. SimpleLab Digital may use the same cookie and/or tracking pixel on other websites, landing pages, pages built by SimpleLab Digital, other apps, or elsewhere, including those properties that belong to other customers of SimpleLab Digital. The data collected may be used to optimize Customer’s advertising, or the advertising of other customers of SimpleLab Digital. Customer acknowledges that it is Customer’s responsibility to ensure Customer’s website(s), app(s), and other properties feature privacy policies that allow for these actions.
3. Fees and Expenses.
3.1. In consideration of the provision of the Services by SimpleLab Digital and the rights granted to the Customer under this Agreement, the Customer shall pay the fees set out in the Order Confirmation Webpage. All fees, once paid, shall be non-refundable and shall be paid monthly in advance to being of the performance of the Services. Services are considered ongoing once the customer's payment is processed. The term "standby" is accepted by the Customer as "SimpleLab Digital not actively providing services, but actively awaiting the Customer's requests to execute services." Payment to SimpleLab Digital of such fees, in addition to the fees set out in the Order Confirmation Webpage, shall constitute payment in full for the performance of the Services, or actively being on "standby" to execute the Customer's services. The Customer shall be responsible for all out-of-pocket expenses in connection to the Services and SimpleLab Digital shall not be obligated to incur any out-of-pocket expenses on Customer’s behalf. SimpleLab Digital will continue to charge the payment method the customer used to complete the initial payment of the Services upon submission of the Order Confirmation Webpage during the Term of this Agreement. In the event any charge fails, SimpleLab Digital reserves the right to invoice for unpaid amounts plus penalties pursuant to Section 3.2
3.2. To the extent any invoices include payment terms, each invoice will be payable immediately upon automatic receipt by the Customer. Except for invoiced payments that Customer has successfully disputed. all late payments shall be assessed a $200.00 USD late payment charge per day, for all payments after 3 days.
3.3. In addition to all other remedies available under this Agreement or at law or in equity (which SimpleLab Digital does not waive by the exercise of any rights hereunder), SimpleLab Digital shall be entitled to suspend the provision of any Services or otherwise withhold access to the content derived in connection with any unpaid Services if Customer fails to pay any amounts when due hereunder and such failure continues for 3 calendar days. Customer shall also reimburse SimpleLab Digital for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.
3.4. The customer agrees that a one month notice period is required before the cancellation of any services. Among cancellation, the customer will automatically be charged the full amount of the upcoming month's services as soon the service is cancelled. If the payment is not completed within the first 24 hours of cancelation, the customer will immediately, and automatically be removed as a client by SimpleLab Digital.
3.5. The Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder; provided, however, that, in no event shall Customer pay or be responsible for any taxes imposed on, or with respect to, SimpleLab Digital’s income, revenues, gross receipts, personnel, real or personal property, or other assets.
4.1. SimpleLab Digital warrants that it shall perform the Services in accordance with the terms and subject to the conditions set out in the Order Confirmation Webpage and this Agreement.
4.2. EXCEPT AS PROVIDED IN SECTION 4.1, SimpleLab Digital MAKES NO WARRANTIES ON THE SERVICES AND ALL SERVICES ARE BEING PROVIDED ON AN “AS IS” BASIS. ALL WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED, INCLUDING THE WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, AND WARRANTY OF NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR INFRINGEMENT OF ANY OTHER RIGHTS. SimpleLab Digital MAKES NO REPRESENTATIONS OR WARRANTIES IN REGARD TO THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF MATERIALS ON ITS WEBSITE OR ANY MATERIALS USED IN CONNECTION WITH THE SERVICES. SimpleLab Digital DOES NOT IN ANY WAY GUARANTEE ANY RESULTS IN CONNECTION WITH THE SERVICES, AND CUSTOMER IS NOT GUARANTEED AN INCREASE IN SALES OR THAT CUSTOMER WILL NOT SUFFER LOSSES AS A RESULT OF THE SERVICES.
4.3. Customer represents and warrants that it is the rightful owner of all content displayed on the Customer’s website, including all Customer Intellectual Property (as defined below). Customer warrants that it will review all materials produced or modified by SimpleLab Digital in connection with the Services (the “Content”) prior to approving. In the event that the Customer does not affirmatively reject or comment on the Content within 5 days, then such Content shall be deemed to have been approved by the Customer. The Customer acknowledges that, once Content has been approved and distributed, it might not be possible to revise or retract such Content (e.g., if it was downloaded, screenshot, or otherwise copied by a third party). Customer acknowledges and agrees that it is responsible for determining whether the Content infringes on any third-party intellectual property rights, third-party confidentiality rights, and that all Content is in compliance with the applicable laws and regulations. SimpleLab Digital shall not be responsible for making such determinations and Customer shall indemnify SimpleLab Digital for any claims arising from Customer’s determinations.
5. Intellectual Property.
5.1. For the purposes of this Agreement, “Intellectual Property” includes all writings, works of authorship, designs, photos, text, graphics, artwork, and similar items.
5.2. All Intellectual Property created or provided solely by SimpleLab Digital, all Intellectual Property produced, or authored by SimpleLab Digital in the course of performing the Services for Customer, together with any associated copyrights, (collectively “SimpleLab Digital Intellectual Property”) are the exclusive property of SimpleLab Digital. Customer acknowledges that SimpleLab Digital may currently be, or may in the future be, reusing SimpleLab Digital Intellectual Property in connection with providing similar services to other customers. SimpleLab Digital grants to Customer a non-exclusive, worldwide, royalty-free, license exercisable, to use any SimpleLab Digital Intellectual Property incorporated into the Content solely for purposes of utilizing and/or publishing the Content for the intended purpose. Except for the rights expressly granted above, this Agreement does not transfer from SimpleLab Digital to Customer any SimpleLab Digital Intellectual Property and all rights, titles and interests in and to the same shall remain solely with SimpleLab Digital.
5.3. All Intellectual Property created or provided solely by Customer, all Intellectual Property produced, or authored by Customer prior to SimpleLab Digital performing the Services for Customer, together with any associated copyrights, (collectively “Customer Intellectual Property”) are the exclusive property of Customer. No right, property, license, permission or interest of any kind in or to the use of Customer Intellectual Property is or is intended to be given to, transferred to, or acquired by SimpleLab Digital by the execution, performance or nonperformance of this Agreement or any part thereof.
5.4. Customer hereby represents and warrants that it is the owner of, or has the necessary permission to use, all Content, including, but not limited to Customer Intellectual Property and other copyrightable Content it provides to SimpleLab Digital for use by SimpleLab Digital in the performance of its Services. Furthermore, Customer agrees to review and approve all Content prior to its use, and to indemnify and hold harmless SimpleLab Digital from and against any and all damages, liabilities, losses, judgments, costs, and attorneys’ fees arising directly out of, or relating to third party claims alleging that SimpleLab Digital violated a third party’s intellectual property rights in the performance of its Services hereunder, including any alleged infringement related to SimpleLab Digital Intellectual Property.
6. Term, Termination, and Survival.
6.1. This Agreement shall commence as of the Effective Date and shall continue thereafter until cancelled pursuant to this Section
6.1.2. Customer may cancel the recurring monthly services described in the Order Confirmation Webpage at any time before the credit card is charged for the next month. All cancellation requests must be submitted by email to email@example.com, or by changing Customer’s account settings on SimpleLab Digital’s website. A one month notice is required to cancel monthly services. Monthly service fees are non-refundable once paid. A notice of cancellation will be effective as of the last day of the then-current billing period and SimpleLab Digital will continue providing the Services until such date, unless Customer instructs SimpleLab Digital to stop providing the Services at an earlier date.
6.3. SimpleLab Digital may terminate this Agreement for any reason, effective upon 7 days written notice to the Customer.
6.4. SimpleLab Digital may terminate this Agreement, effective immediately upon written notice to the Customer, if the Customer: (a) breaches this Agreement, and such breach is incapable of cure, or with respect to a breach capable of cure, the Customer does not cure such breach within 5 days after receipt of written notice of such breach, (b) becomes insolvent or admits its inability to pay its debts generally as they become due, (c) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 7 days or is not dismissed or vacated within 45 days after filing, (d) is dissolved or liquidated or takes any corporate action for such purpose, (e) makes a general assignment for the benefit of creditors, (f) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, or (g) if Customer fails to pay any amount when due hereunder and such failure continues for 3 days after Customer’s receipt of written notice of nonpayment.
6.5. The rights and obligations of the Parties set forth in this Section 6.5 and Sections 3, 4, 5, 7, 8, 15, and 16, and any right or obligation of the Parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.
7. Non-Solicitation. Customer agrees that during the performance of the Services and for a period of twenty-four (24) months after completion of the Services, Customer shall not, without SimpleLab Digital’s prior written consent, directly or indirectly, (i) cause or attempt to cause any employee, agent, or contractor of SimpleLab Digital or any SimpleLab Digital affiliate to terminate his or her employment, agency, or contractor relationship with SimpleLab Digital or any SimpleLab Digital affiliate; (ii) interfere or attempt to interfere with the relationship between SimpleLab Digital and any employee , agent or contractor; or (iii) hire or attempt to hire any employee, agent or contractor of SimpleLab Digital or any SimpleLab Digital affiliate.
8. Limitation of Liability.
8.1. IN NO EVENT SHALL SimpleLab Digital BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SimpleLab Digital HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
8.2. IN NO EVENT SHALL SimpleLab Digital BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY RIGHTS, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING THEREFROM. CUSTOMER FURTHER INDEMNIFIES SimpleLab Digital FOR ANY FAILURE TO FULFILL CUSTOMER’S OBLIGATIONS UNDER SECTION 2.2 OR BREACH OF SECTION 4.3 OF THIS AGREEMENT.
8.3. IN NO EVENT SHALL SimpleLab Digital BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGE TO CUSTOMER’S DOCUMENTS OR DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES ARISING THEREFROM. SimpleLab Digital SHALL NOT BE LIABLE FOR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF CUSTOMER’S DATA. CUSTOMER ACKNOWLEDGES THAT THERE IS NO GUARANTEE THAT SimpleLab Digital WILL NOT BE SUBJECT TO A DATA BREACH, VIRUS, TROJAN HORSE, MALWARE, OR OTHER MALICIOUS CODE, AND THAT, IN SUCH EVENT, SimpleLab Digital SHALL NOT BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OR DAMAGES ARISING THEREFROM. CUSTOMER FURTHER INDEMNIFIES SimpleLab Digital FOR ANY FAILURE TO FULFILL CUSTOMER’S OBLIGATIONS UNDER SECTION 2.2 OF THIS AGREEMENT.
8.4. IN NO EVENT SHALL SimpleLab Digital BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY DAMAGES RELATING TO THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF MATERIALS ON SimpleLab Digital’S WEBSITE OR ANY MATERIALS USED IN CONNECTION WITH THE SERVICES.
8.5. IN NO EVENT SHALL SimpleLab Digital’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID TO SimpleLab Digital PURSUANT TO THE APPLICABLE ORDER CONFIRMATION WEBPAGE IN THE 6 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
9. Entire Agreement. This Agreement, including and together with any related Order Confirmation Webpage, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein. The Parties acknowledge and agree that if there is any conflict between the terms and conditions of this Agreement and the terms and conditions of any Order Confirmation Webpage, the terms and conditions of this Agreement shall supersede and control.
10. Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section 10). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid), or email. Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this Section 10.If to Customer: to the address listed on the Order Confirmation Webpage.
If to SimpleLab Digital: SimpleLab Digital Attn: 1829 Britannia Road East, Unit 4, Mississauga, Ontario. L4W 1S6
11. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
12. Amendments. SimpleLab Digital may, from time to time, amend and modify the terms of this Agreement by providing Customer written notice of updated terms and conditions. For avoidance of doubt, written notice to Customer included in invoice statements, email, or other forms of written communication, will be deemed adequate notice by SimpleLab Digital. Customer’s continued subscription to the Services shall be deemed to be an acceptance of the changes of those terms. If the Customer does not consent to the changes to the terms, either the Customer or SimpleLab Digital may terminate this Agreement, in accordance with Section 6.
13. Assignment. Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of SimpleLab Digital. SimpleLab Digital may assign any of its rights or delegate any of its obligations to any affiliate or to any person acquiring all or substantially all of SimpleLab Digital’s assets without Customer’s consent.
14. No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
15. Choice of Law. This Agreement, including all Statements of Work, exhibits, schedules, attachments and appendices attached to this Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the Province of Ontario, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the Province of Ontario.
16. Mediation; Arbitration. Except as may otherwise be provided in this Agreement, any dispute concerning the contents of this Agreement, if it cannot be settled through direct negotiation, shall first be submitted to mediation according to the terms specified below. All Parties agree to try in good faith to settle the dispute by mediation before resorting to arbitration.
16.1. Any Party that wishes to have a dispute mediated shall submit a written request for mediation to the other Party. Mediation shall commence within fifteen (15) days after the date of the written request for mediation. Any decision reached by mediation shall be reduced to writing, signed by all parties, and shall be binding on each Party. The costs of mediation shall be shared equally by the Parties. Each Party shall cooperate fully and fairly with the mediator in any attempt to reach a mutually satisfactory compromise to a dispute.
16.2. If the dispute is not resolved within thirty (30) days after it is referred to the mediator, the dispute shall be submitted for arbitration according to the terms specified below or on terms agreeable to the Parties at the time the dispute is submitted to arbitration. To the maximum extent permitted by law, all disputes, controversies, claims, or demands of any kind or nature arising between the Parties in connection with this Agreement, whether at law or in equity or based upon common law or any federal or provincial statute, rule, or regulation will be resolved through binding arbitration. Any arbitration commenced hereunder shall be initiated in Ontario. This submission and agreement to arbitrate shall be specifically enforceable.
16.3. The arbitration shall occur before a single arbitrator that shall be mutually agreed upon by the Parties (the “Arbitrator”). If the Parties cannot agree on a single arbitrator, then an arbitrator shall be selected in accordance with the laws of the province of Ontario.
16.4.Within fifteen (15) days of the delivery of the notice of intention to proceed to arbitration to the other Party, each Party shall reply in writing to the Arbitrator, stating its views of the nature and appropriate outcome of the dispute.
16.5. The Arbitrator shall hold a hearing on the dispute within fifteen (15) days after replies have been received from both Parties or, if all replies have not been received, no later than thirty (30) days after the giving of notice of intention to proceed to arbitration. Each Party shall be entitled to take any discovery as is permitted by the applicable rules and the Arbitrator. In determining the extent of discovery, the Arbitrator shall exercise discretion, but shall consider the expense of the desired discovery and the importance of the discovery to a just adjudication.
16.6. The cost of arbitration shall be borne by the Parties equally unless the Arbitrator directs otherwise. All awards may be filed with the clerk of one or more courts, state or federal, having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and the issuance of execution for its collection. No Party shall be considered in default hereunder during the pendency of arbitration proceedings relating to such default.
EXHIBIT A: SERVICES
WEBSITE DESIGN, BUILD, AND MAINTENANCE SUBSCRIPTION
Services Provided: Creation of a custom website, including the design, coding, and setup, under a subscription model. The service includes:
Consulting with the client to understand their needs and preferences.
Designing a website layout and visual theme that aligns with the client’s brand.
Coding the website and ensuring compatibility across different devices and web browsers.
Setting up the website on a hosting platform chosen by SimpleLab Digital.
Providing ongoing maintenance and updates as needed during the maintenance subscription period.
Payment Structure: The subscription model is divided into two distinct phases: Phase 1: Website Purchase Subscription – The first 1 month of the subscription, during which the client is essentially purchasing the website through their monthly payments. Phase 2: Website Maintenance Subscription – Starting from month 2, the subscription transitions into a maintenance subscription, during which SimpleLab Digital provides ongoing website maintenance services.
During both Phase 1 and Phase 2, the client must pay the subscription fees monthly, in advance. Ownership: SimpleLab Digital retains ownership of the website, including all content, design, and code, until the total payment for services (the aggregate of all monthly payments during Phase 1) has been made in full. The client may not extract code or copy the website until all payments for services have been made in full. SimpleLab Digital’s Responsibilities: SimpleLab Digital is responsible for delivering a functional and aesthetically pleasing website that meets the client’s specifications. SimpleLab Digital is also responsible for performing maintenance tasks during Phase 2, which include but are not limited to: regular updates to ensure compatibility and security, fixing bugs and errors, and making minor changes as requested by the client.
Not Included: The service does NOT include any third-party costs such as domain name registration, premium plug-ins or tools, stock images or fonts, or hosting fees. The service also does NOT include major changes or redesigns after the website has been completed, or any form of digital marketing or SEO services, unless otherwise specified in a separate agreement.
Failed Payment: Should a recurring payment fail and not be remedied within a 14-day period, SimpleLab Digital reserves the right to remove the client’s access to the website and its hosting.
Transfer of Ownership: After all payments have been completed, the client will obtain full ownership and administration access to the website. They will also have the permission to move hosting should they wish.
Please note: all of the above terms are subject to the general terms and conditions of this Agreement.
WEBSITE DESIGN AND BUILD SERVICE Services Provided: Creation of a custom website as a one-time service. This includes: Consulting with the client to understand their needs and preferences.Designing a website layout and visual theme that aligns with the client’s brand. Coding the website and ensuring compatibility across different devices and web browsers.
Setting up the website on a hosting platform chosen by SimpleLab Digital. Payment Structure: The payment for this service is split into two parts: 50% of the total service cost is due upfront before the commencement of work.The remaining 50% is due upon completion of the website to the client’s satisfaction, as determined in accordance with the terms of this Agreement.
Ownership: SimpleLab Digital retains ownership of the website, including all content, design, and code, until the total payment for services has been made in full. The client may not extract code or copy the website until all payments for services have been made in full.SimpleLab Digital’s Responsibilities: SimpleLab Digital is responsible for delivering a functional and aesthetically pleasing website that meets the client’s specifications. SimpleLab Digital will address any issues or bugs in the website that are identified within 30 days of the final payment.
Not Included: The service does NOT include any third-party costs such as domain name registration, premium plug-ins or tools, stock images or fonts, or hosting fees. The service also does NOT include ongoing maintenance or updates after the completion of the website, or any form of digital marketing or SEO services, unless otherwise specified in a separate agreement.Transfer of Ownership: Upon receipt of the final payment, the client will obtain full ownership and administration access to the website. They will also have the permission to move hosting should they wish.Please note: all of the above terms are subject to the general terms and conditions of this Agreement. PAID MEDIA ADVERTISING (including, Facebook, Instagram, LinkedIn, TikTok, and Google) Management of up to $5,000 per month of ad spend in one social ad account. Creation of the ad campaign, including selection or creation of images, writing or recommending ad copy, choosing audiences, uploading assets to the campaign, optimizing the campaign. In the case of Facebook, the campaign can include advertising on Instagram too. The service does NOT include reporting, which is available by logging in to your account at any time, and does not include any of the ad spend. SOCIAL MEDIA MANAGEMENT Creation of up to 12 social media posts per month for up to 2 social channels, such as Facebook and Instagram.Creation of the posts, including selection or creation of images, writing or recommending copy.Uploading the posts to the social channels directly or using a 3rd party scheduling tool. PODCAST PRODUCTION Our service for each podcast episode includes retrieving the podcast episode, designing the video layout, editing the audio and / or video to a basic standard and to an agreed format, provision of promotional graphics, uploading to a podcast distribution platform, production of show notes.Up to 4 audio-only episodes per month OR up to 2 audio and video episodes per month. Credits rollover for one month, and no more than 4 credits per service can be rolled over.The service does NOT include finding and booking guests, or advanced editing (such as removal of “ums” and “ahs”). SEARCH ENGINE MARKETING (including Google, Yahoo!, Bing)Management of up to $5,000 per month of ad spend in one search engine marketing account for keyword-targeted text ads. Creation of the ad campaign, including selection or creation of images, writing or recommending ad copy, choosing audiences, uploading assets to the campaign, optimizing the campaign. In the case of Facebook, the campaign can include advertising on Instagram too.The service does NOT include reporting, which is available by logging in to your search engine marketing account at any time, and does not include any of the ad spend. FRACTIONAL CMO (CHIEF MARKETING OFFICER) / GENERAL MARKETING SUPPORT Advice, guidance, and strategy for marketing programs.Direction and guidance provided for individuals or teams that the Customer has selected.General Marketing services, as required, including but not limited to landing page optimization, website design, build, improvements, copywriting, design services, selection and implementation of relevant software, etc..
CUSTOM MARKETING PROJECTS
As defined in a mutually agreed SOW (Statement of Work) or similar. EXHIBIT B: MARIJUANA ADVERTISING GUIDELINES
Customer is responsible for complying with all applicable laws and regulations, which may change over time. In addition to all legal requirements for advertising marijuana products, Customer agrees to comply with the following:All advertising must visibly include the legible name of the business as well as its license.Any models or actors displayed in the advertising must reasonably appear to be over the age of 21 and all advertising should include a reference to “Must be 21 or over.”All advertising must be true and accurate, no advertising may contain any statement that is false or misleading (e.g., make any health claims about the use of marijuana). No advertising may provide for any form of “give-away,” coupons, or merchandise, including any toy or amount of cannabis or cannabis products.
Design must not target minors, must not include cartoon characters, music, symbols or anything appealing to children, and is subject to review and approval by the local or regional publisher.Advertising should not encourage the transport of cannabis over state lines. Advertising should not depict anyone consuming or smoking cannabis products. Advertising should contain the following warnings: “This product has intoxicating effects and may be habit-forming. Marijuana can impair concentration, coordination, and judgment. Do not operate a vehicle or machinery under the influence of this drug. There may be health risks associated with consumption of this product. For use only by adults twenty-one and older. Keep out of the reach of children.” Advertising may not assert that marijuana is safe because it is legal or that it has received any certified lab or government approval.
SimpleLab Digital Terms of Service for Website Usage
1. Terms: By accessing the website at http://SimpleLabDigital.com, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.
2. Use License: Permission is granted to temporarily download one copy of the materials (information or software) on SimpleLab Digital ’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:modify or copy the materials; use the materials for any commercial purpose, or for any public display (commercial or non-commercial); attempt to decompile or reverse engineer any software contained on SimpleLab Digital’s website; remove any copyright or other proprietary notations from the materials; or transfer the materials to another person or “mirror” the materials on any other server. This license shall automatically terminate if you violate any of these restrictions and may be terminated by SimpleLab Digital at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
3. Disclaimer: The materials on SimpleLab Digital ’s website are provided on an ‘as is’ basis. SimpleLab Digital makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, SimpleLab Digital does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.
4. Limitations: In no event shall SimpleLab Digital or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on SimpleLab Digital ’s website, even if SimpleLab Digital or a SimpleLab Digital authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.
5. Accuracy of materials: The materials appearing on SimpleLab Digital ’s website could include technical, typographical, or photographic errors. SimpleLab Digital does not warrant that any of the materials on its website are accurate, complete or current. SimpleLab Digital may make changes to the materials contained on its website at any time without notice. However SimpleLab Digital does not make any commitment to update the materials.
6. Links: SimpleLab Digital has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by SimpleLab Digital of the site. Use of any such linked website is at the user’s own risk.
7. Modifications: SimpleLab Digital may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.
8. Governing Law: These terms and conditions are governed by and construed in accordance with the laws of Ontario and you irrevocably submit to the exclusive jurisdiction of the courts in that province or location.