Master Services Agreement (MSA)

Company: Octopus Creative Inc. (doing business as “The Canadian AI Guy”, “CrewRM”, and associated brands)

Last Updated: March 6, 2026

ACCEPTANCE OF TERMS & INCORPORATION BY REFERENCE: By signing a Proposal or Statement of Work that references this agreement, paying an initial invoice, funding a digital Wallet, or otherwise utilizing the software, artificial intelligence agents, and consulting services (collectively, the “Services”) provided by Octopus Creative Inc., its operating brands, or its affiliates (the “Company”), you (the “Client”) explicitly agree to be fully bound by the terms, conditions, and liability waivers set forth in this Master Services Agreement. This Agreement is incorporated by reference into all proposals, invoices, and working relationships between the Company and the Client.

1. DEFINITIONS

1.1 “Platform” means the customer relationship management software, website hosting infrastructure, and associated proprietary AI architecture provided by the Company.

1.2 “Services” means the setup, implementation, business consulting, advisory services, and managed support of the Platform as described in the Client’s specific Proposal or Executive Summary.

1.3 “Variable Costs” means pass-through, usage-based fees levied by any underlying third-party telecommunications, software, and AI infrastructure providers (including but not limited to OpenAI, Anthropic, Google, Meta, Twilio, LeadConnector, and mobile carriers) including but not limited to SMS segments, voice minutes, and AI generation tokens.

2. TERM, SUSPENSION, AND TERMINATION

2.1 Initial Term: The Client engages the Company for a minimum initial term of twelve (12) months (the “Initial Term”) commencing on the date of the first invoice payment or Proposal signature.

2.2 Renewal: Upon expiration of the Initial Term, this Agreement shall automatically renew on a month-to-month basis. Either party may terminate the renewed Agreement upon sixty (60) days’ written notice.

2.3 Early Termination: Should the Client terminate this Agreement prior to the expiration of the Initial Term, the Client shall remain liable for and immediately pay the Company an amount equal to the remaining recurring Monthly Managed License fees for the balance of the Initial Term.

2.4 Right of Suspension & Termination: The Company reserves the absolute right to immediately suspend or terminate the Client’s access to the Platform and Services, without liability or penalty, in the event of non-payment of Fees or Variable Costs, or if the Company reasonably believes the Client is utilizing the Platform for illegal activities, spam, distributing malicious code, or in violation of any regulatory compliance.

2.5 Client Timeliness, Project Pause, and Abandonment: The Client acknowledges that the Company allocates dedicated team capacity based on projected timelines. If the Client fails to provide necessary approvals, assets, passwords, or feedback for a period exceeding thirty (30) consecutive days, the project will be placed on ‘Administrative Pause.’ To resume work after a Pause, the Company reserves the right to charge a Reactivation Fee of up to 15% of the total project value to cover rescheduling and administrative overhead. If the Client remains unresponsive or fails to provide required deliverables for a period of sixty (60) consecutive days, the project shall be deemed legally ‘Abandoned’ and this Agreement automatically terminated. Upon Abandonment, the Company shall retain all prior deposits and payments. The Parties agree that retained deposits are not a penalty, but a genuine pre-estimate of liquidated damages to compensate the Company for labour already performed, administrative costs, and the opportunity cost of reserving unutilized production capacity.

2.6 Post-Termination Data Retention & Destruction: Upon cancellation or termination of this Agreement for any reason, the Client is solely responsible for exporting their data, contacts, and assets from the Platform prior to the termination date. The Company has zero obligation to store, archive, or maintain the Client’s data post-termination and reserves the right to permanently purge and securely destroy all Client data thirty (30) days following the termination date to limit data liability.

3. COMPENSATION, VARIABLE COSTS & THIRD-PARTY PRICING

3.1 Fees: The Client shall pay the Company the fees outlined in their specific Proposal. Setup and Blueprint deposits are strictly non-refundable once strategy or execution has commenced.

3.2 Billing Schedule: Monthly Managed License fees shall be charged via Pre-Authorized Debit (PAD) or Credit Card on the 1st day of each month.

3.3 Variable Costs & Absolute No-Notice Clause: The Client explicitly acknowledges that Variable Costs are dictated entirely by third-party infrastructure providers. The Company exercises zero control over such pricing. Third-party providers may modify, increase, or restructure their rates at any time. The Company is under no obligation to provide notice of such third-party rate increases. The Client is solely responsible for maintaining a sufficient “Wallet” balance to cover these pass-through expenses. The Company accepts absolutely no liability for service suspensions, data loss, or business interruption resulting from insufficient Wallet funds, increased third-party costs, or disputed charges between the Client and third-party telecom/AI providers.

3.4 Taxes & Late Payments: All fees exclude applicable federal and provincial taxes (GST/PST). Overdue accounts shall bear interest at a rate of 2.0% per month (24% per annum) or the maximum rate permitted by law.

3.5 Waiver of Chargebacks: The Client explicitly waives any right to initiate a credit card chargeback or dispute with their financial institution for Services rendered or Software access provided under this Agreement. Any such chargeback shall constitute a material breach of this Agreement, and the Company reserves the right to immediately suspend the Platform and pursue legal collections, including the recovery of all legal and administrative fees incurred.

3.6 Base Subscription Adjustments & Vendor Price Hikes: The Company reserves the right to increase the recurring Monthly Managed License fee. In the event that foundational software vendors, cloud hosts, or CRM architecture providers (e.g., HighLevel, Google Cloud) institute mandatory wholesale price increases, the Company may pass these fundamental operating costs to the Client. For such vendor-driven increases or standard inflationary adjustments, the Company will provide the Client with thirty (30) days’ written notice. The Client’s continued use of the Platform following this notice constitutes acceptance of the adjusted rate.

3.7 Invoice & Billing Dispute Time Bar: Any disputes regarding an invoice, including Variable Cost charges, must be submitted to the Company in writing within twenty-one (21) days of the invoice issuance date. Failing to formally dispute an invoice within this twenty-one (21) day window shall mean the invoice is legally deemed accurate and accepted in full by the Client, and the Client explicitly waives any right to retroactive refunds or future disputes regarding those specific charges.

4. INTELLECTUAL PROPERTY, AI CONTENT & HOSTING DISCLAIMERS

4.1 Client Content & Warranty of Ownership: The Client retains all right, title, and interest in its pre-existing customer data, photographs, and proprietary information. The Client formally warrants and represents that it possesses the full legal right, copyright, and authority to utilize, and to allow the Company to utilize, all data, images, and text provided to the Company for the purposes of training the AI agents, hosting websites, or configuring the Platform.

4.2 Company Intellectual Property: The Company retains sole ownership of all automation logic, system prompts, API architectures, and proprietary methodologies used to configure the Platform. The Client is granted a limited, non-transferable, revocable license to utilize these workflows internally during the Term.

4.3 AI Output Disclaimer & Release: The Client acknowledges that the Services utilize experimental, third-party Artificial Intelligence (AI) models. AI-generated content may be unpredictable, biased, factually inaccurate (commonly known as “hallucinations”), or potentially infringing on third-party intellectual property, copyrights, or trademarks. The Company acts solely as the technical facilitator of these models and makes no representations, warranties, or guarantees whatsoever regarding the accuracy, reliability, or legal compliance of any content, statements, or communications generated or published by the AI agents. 

4.4 Absolute Client Onus & Verification: It is the absolute legal onus of the Client to review, verify, and monitor all AI-generated content, communications, and outputs prior to and during deployment. The Client is solely responsible for verifying factual accuracy, checking for plagiarism or copyright/trademark infringement, and ensuring adherence to industry-specific advertising or legal regulations. The Company is explicitly released from any and all liability for promises, errors, omissions, copied content, or liabilities created by the AI agents on behalf of the Client.

4.5 No Professional Advice: The AI agents are not licensed professionals (e.g., structural engineers, accountants, lawyers, or contractors). The Company assumes absolute zero liability if an AI agent inadvertently provides financial, legal, structural, or code-compliance advice that causes harm, financial loss, or property damage.

4.6 Web Accessibility & Human Rights Exemption (ADA/ACA/WCAG): The Company makes no representations or warranties that the Platform, any associated web chat widgets, website hosting, booking pages, or generated content comply with the Americans with Disabilities Act (ADA), the Accessible Canada Act (ACA), the Web Content Accessibility Guidelines (WCAG), provincial Human Rights Codes, or any similar domestic or international accessibility legislation. The Client assumes all risk, legal exposure, and liability regarding the accessibility of its digital assets to individuals with disabilities and fully releases the Company from any related discrimination claims.

4.7 Website Hosting & Domain Management Exemption: To the extent the Services include the hosting of websites, landing pages (funnels), or the management of DNS/domain names, the Company provides such hosting via third-party cloud infrastructure (e.g., Google Cloud, AWS). The Company offers no Service Level Agreement (SLA) and no guarantees regarding server uptime, website availability, or immunity from Distributed Denial of Service (DDoS) attacks or catastrophic, multi-day infrastructure failures. The Client is solely responsible for domain registration renewals unless explicitly managed in writing by the Company. The Company assumes absolute zero liability for lost revenue, business interruption, or diminished SEO rankings resulting from website downtime (regardless of whether the downtime lasts minutes, days, or weeks), SSL certificate lapses, or DNS propagation delays.

4.8 Design Services, Logos & Trademark/Copyright Exemption: To the extent the Services include the curation, recommendation, generation (whether manual or AI-assisted), or design of branding assets, logos, or visual materials, the Company agrees to make best-faith efforts to provide original or appropriately licensed concepts. However, the Company provides absolutely no guarantees, warranties, or representations regarding the uniqueness, copyright availability, or trademark eligibility of any delivered designs. It is the absolute and exclusive responsibility of the Client to consult with independent legal counsel and respective intellectual property authorities (e.g., CIPO, USPTO) to verify, clear, and formally register any designs, logos, or brand assets prior to commercial use. The Company is fully released and indemnified from any and all liability, financial loss, or legal claims resulting from trademark infringement, copyright disputes, or intellectual property conflicts arising from the Client’s adoption or use of any designed, recommended, or curated materials.

4.9 Third-Party API Deprecation & Feature Retirement: Due to the rapidly evolving nature of Artificial Intelligence and software integrations, the Company reserves the absolute right to deprecate, retire, or alter specific Platform features, AI agent functionalities, or workflows if the underlying third-party APIs (e.g., OpenAI, Google) are discontinued, significantly altered, or rendered financially unviable. The retirement of such features out of the Company’s direct control shall not constitute a breach of this Agreement. 4.10 Beta & Experimental Services Exemption: From time to time, the Company may offer the Client access to new Platform features, AI models, or integrations labeled as “Beta,” “Preview,” “Early Access,” or “Experimental.” The Client acknowledges that these features are provided “as is,” may contain significant bugs, and may be unstable. The Company expressly disclaims any liability for data loss, system errors, or operational disruptions caused by the Client’s use of Beta services, and the Company reserves the right to terminate Beta features at any time without notice.

5. CLIENT OBLIGATIONS, SECURITY & REGULATORY COMPLIANCE

5.1 CASL, PIPA, & Telemarketing Compliance: The Client is exclusively responsible for ensuring that its use of the Platform-including all outbound SMS and email marketing campaigns-complies fully with Canada’s Anti-Spam Legislation (CASL), the Personal Information Protection Act (PIPA) of British Columbia, and any applicable CRTC telemarketing rules or international equivalents (e.g., TCPA). The Client must secure explicit, documented legal consent prior to importing or messaging contacts. The Company provides the software infrastructure but bears no responsibility for the Client’s data governance or communication practices.

5.2 Data Controller vs. Data Processor: For the purposes of privacy legislation (including PIPA and PIPEDA), the Client operates as the “Data Controller” of all end-user customer data, and the Company acts strictly as a “Data Processor” or “Service Provider.” In the event of a data breach, cyber-attack, or unauthorized access involving the Platform or third-party servers, it is the sole legal responsibility of the Client to execute all required breach notifications to their customers and relevant privacy commissioners.

5.3 Account Security & Credential Management: The Client is exclusively responsible for managing, monitoring, and securing all user accounts, passwords, and access permissions granted to its staff, contractors, or third parties within the Platform. The Company assumes absolute zero liability for data breaches, malicious activity, loss of data, or unauthorized communications resulting from compromised Client credentials, shared passwords, or the Client’s failure to immediately revoke access for terminated personnel or contractors.

5.4 Advanced Compliance & Upgraded Security Policies: The Platform operates utilizing standard commercial cloud security architecture. The Client explicitly acknowledges that specialized, highly regulated compliance configurations-including but not limited to HIPAA, PIPEDA/PHIPA advanced healthcare compliance, SOC 2 Type II strict environments, or custom enterprise data sovereignty and storage policies-are explicitly excluded from the standard Services and Fees. Should the Client require such advanced premium security infrastructure, it must be requested in writing and will be subject to separate scoping, independent implementation contracts, and substantially increased monthly licensing fees.

5.5 Malicious Code & Insecure Uploads: The Client expressly warrants that any data, files, photographs, or documents uploaded to the Platform or provided to the Company by the Client or its agents shall be completely free of viruses, ransomware, trojan horses, malware, or any other insecure or malicious code. If the Client or its staff uploads an infected file that compromises the Platform, causes a data breach, or infects end-users, the Client assumes full financial and legal responsibility for all resulting damages, remediation costs, and liabilities. The Company is entirely exempt from liability regarding vulnerabilities introduced via Client uploads.

5.6 Client Cybersecurity Policy Requirement: The Client acknowledges that the Company’s provision of the Platform does not replace or satisfy the Client’s legal obligation to maintain its own robust internal cybersecurity infrastructure. The Client is solely responsible for maintaining active, commercial-grade endpoint protection (anti-virus), secure networking, and comprehensive cybersecurity policies for all physical devices (phones, computers, tablets) used by the Client’s staff to access the Platform.

5.7 Third-Party Account Suspensions, A2P 10DLC & Algorithmic Bans: The Company configures integrations with external entities (including but not limited to Twilio, The Campaign Registry for A2P 10DLC, Meta, Google, and Apple). The Client explicitly acknowledges that these entities employ strict, automated Acceptable Use Policies and spam-filtering algorithms. The Company assumes absolute zero liability, and the Client agrees to hold the Company harmless, if the Client’s phone numbers, SMS capabilities, ad accounts, or social media profiles are temporarily or permanently suspended, restricted, or banned by these third-party organizations due to the Client’s messaging content, spam complaints, algorithmic flagging, or regulatory policy violations.

5.8 Telecommunications Conduit Status (TCPA/DNCL Shield): For the purposes of all telecommunications laws, including but not limited to CASL, the National Do Not Call List (DNCL), and the Telephone Consumer Protection Act (TCPA), the Client explicitly acknowledges that the Company acts solely as a passive “technology conduit” and is NOT the “sender,” “initiator,” or “maker” of any SMS, email, or voice communication generated by the Platform or AI agents. The Client is the sole initiator of all communications and bears absolute liability for respecting consumer opt-outs, “Stop” requests, and maintaining required consent records.

5.9 Master Account Protection & AUP Violations: The Client agrees not to utilize the Platform for any illegal, prohibited, or high-risk activities as defined by the Acceptable Use Policies (AUP) of underlying infrastructure vendors (e.g., Twilio, Stripe, OpenAI). Should the Client’s violation of these policies result in the suspension, penalization, or termination of the Company’s “Master Agency Accounts,” the Client shall be held entirely financially liable for all resulting damages, including lost revenue and operational disruption caused to the Company and its other clients. 

5.10 Payment Processing & PCI-DSS Exemption: The Platform may integrate with third-party payment gateways (e.g., Stripe, PayPal) to facilitate invoicing and payment collection for the Client. The Company does not process, store, or transmit full credit card data and is not subject to PCI-DSS compliance audits. The Client assumes full and absolute responsibility for all chargebacks, fraudulent transactions, disputes, and compliance with payment processing laws. The Company is explicitly released from any liability related to funds withheld by payment processors, gateway outages, or stolen financial data resulting from transactions processed through the Platform. 

5.11 Export Controls & Sanctions Warranty: The Client formally represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to comprehensive Canadian, United States, or United Nations economic sanctions or trade embargoes. The Client agrees not to use the Platform, AI agents, or Services in any manner that violates applicable export control laws or facilitates transactions with sanctioned entities.

6. LIMITATION OF LIABILITY & INDEMNIFICATION

6.1 Business-to-Business (B2B) Contract: The Client acknowledges that it is entering into this Agreement for commercial purposes and that this is a Business-to-Business transaction. The provisions of consumer protection legislation (including the Business Practices and Consumer Protection Act of British Columbia) shall not apply to this Agreement.

6.2 Absolute Disclaimer of Warranties: The Services and Platform are provided strictly on an “AS IS” and “AS AVAILABLE” basis. To the maximum extent permitted by law, the Company expressly disclaims all warranties, whether express, implied, or statutory, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, or warranties arising under the Sale of Goods Act (British Columbia).

6.3 No SLA, Data Loss, & Third-Party Failures: The Company provides no Service Level Agreement (SLA) regarding system uptime. The Platform relies heavily on third-party APIs (e.g., Google, Meta, Anthropic, OpenAI, LeadConnector). The Company is fully released from any and all liability pertaining to outages, API deprecation, telecommunications delays, data breaches on third-party servers, data loss, data corruption, or service interruptions. It is the sole responsibility of the Client to maintain independent, offline backups of all customer data, files, and records.

6.4 Total Limitation of Liability: TO THE ABSOLUTE MAXIMUM EXTENT PERMITTED BY THE LAWS OF BRITISH COLUMBIA, IN NO EVENT SHALL OCTOPUS CREATIVE INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, OR AGENTS BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO FINANCIAL LOSSES, LOSS OF PROFITS, LOSS OF ANTICIPATED REVENUE, LOSS OF DATA, LOSS OF GOODWILL, REPUTATIONAL DAMAGE, OR BUSINESS INTERRUPTION. Should applicable law prevent a total disclaimer of liability, in no event shall the Company’s total, aggregate liability arising out of or related to this Agreement-whether in contract, tort (including negligence), or otherwise-exceed the total amount of recurring Platform and Software License fees (expressly excluding any fees paid for Managed Services, agency retainers, or consulting) actually paid by the Client to the Company during the six (6) month period immediately preceding the event giving rise to the claim. The Client acknowledges that this limitation is a fair and reasonable allocation of risk and a material inducement for the Company to provide the Services at the agreed-upon rates.

6.5 Full Indemnification: The Client agrees to indemnify, defend, and hold harmless Octopus Creative Inc. from and against any and all claims, damages, financial losses, liabilities, costs, and expenses (including full legal fees on a solicitor-and-client basis) arising out of or in connection with: (i) the Client’s use of the Services; (ii) any content, commitments, or communications generated by the AI agents; (iii) the Client’s violation of CASL, PIPA, ADA, ACA, DNCL, TCPA, PCI-DSS, or any applicable law; (iv) claims of intellectual property infringement, plagiarism, or copyright violation resulting from Client Content, AI-generated outputs, or Company-provided design/brand assets; (v) claims arising from any data breaches, cyber-attacks, or unauthorized intrusions affecting the Client’s customers or data; (vi) claims resulting from any professional, legal, or financial advice inadvertently distributed by the AI; (vii) unauthorized access, data loss, or breaches resulting from the Client’s failure to secure user credentials or properly manage staff access permissions; (viii) the transmission of malicious code, malware, or insecure files uploaded by the Client; or (ix) fines, penalties, or master account suspensions levied by telecom carriers or software vendors due to the Client’s AUP violations.

6.6 Client Insurance Requirements: During the Term of this Agreement, the Client shall, at its own expense, maintain adequate insurance coverage appropriate to its business operations. This must include, at a minimum: (a) Commercial General Liability insurance with a limit of not less than $2,000,000 CAD per occurrence, and (b) Cyber Liability insurance with a limit of not less than $1,000,000 CAD per occurrence. Upon written request by the Company, the Client shall promptly provide a Certificate of Insurance evidencing such coverage. Failure to maintain these minimum limits shall constitute a material breach of this Agreement. The Client expressly acknowledges that the Company’s insurance policies do not cover the Client’s business operations, revenue losses, or privacy breaches.

6.7 Cybersecurity & Malicious Intrusion Exemption: In the modern digital landscape, no system or software architecture is entirely impervious to malicious actors. The Client explicitly acknowledges and agrees that the Company shall bear absolute zero liability, financial or otherwise, for any data breach, ransomware attack, phishing incident, spoofing, or hacking event that compromises the Platform, the Client’s data, or the Company’s interconnected middleware (e.g., webhooks, integrations, developer accounts), regardless of whether the intrusion originated from a third-party vulnerability, a zero-day exploit, or a targeted cyber-attack against the Company’s own infrastructure. The Client’s sole and exclusive recourse in the event of a cyber incident is the immediate cessation of Services.

6.8 Catastrophic Infrastructure & Extended Outage Waiver: The Client explicitly acknowledges that the digital architecture relies heavily on external cloud hosting providers (including but not limited to Google Cloud Platform, Amazon Web Services, and HighLevel). In the event of a localized or global infrastructure failure that results in the Client’s website, CRM, or AI agents being taken offline for an extended period (including multi-day or week-long outages), the Company shall not be held liable for any resulting damages. The Client expressly waives any right to litigate, claim breach of contract, or seek financial restitution from the Company for lost sales, missed leads, business paralysis, or brand damage caused by underlying server crashes or cloud infrastructure collapses.

6.9 Consulting, Advisory & Forward-Looking Statements Exemption: To the extent the Services include business strategy, operational blueprinting, automation consulting, or general advisory services provided by the Company’s human staff, founders, or contractors, the Client acknowledges that such guidance is provided for informational and strategic purposes only. The Company’s consulting services do not constitute licensed legal, accounting, tax, human resources, or financial advice. Any forward-looking statements, ROI calculations, or projections regarding estimated cost savings (including reduced payroll), revenue increases, or operational efficiencies are purely speculative estimates based on industry averages and do not constitute guaranteed outcomes. The Client assumes full and independent responsibility for the execution of any recommended strategies and is strictly advised to consult with their own licensed legal counsel, accountants, or HR professionals prior to implementing systemic business changes or terminating personnel. The Client explicitly releases the Company from any liability, claims, or damages for financial loss, business interruption, or operational disruption resulting from the Client’s adoption, reliance upon, or execution of the Company’s business advice or consulting recommendations.

6.10 Service Availability & Third-Party Interruptions: The Client acknowledges that the Company’s Platform and Services rely on complex technical infrastructure, including third-party artificial intelligence models, APIs, and telecommunications networks (e.g., OpenAI, Anthropic, Twilio, Meta). The Company shall use commercially reasonable efforts to maintain the availability of the Services; however, the Company makes no warranties regarding continuous, uninterrupted uptime. The Company shall not be held liable for any service interruptions, downtime, data processing delays, or loss of functionality caused by scheduled maintenance, unexpected technical failures, force majeure events, or outages, rate limits, or policy changes enacted by underlying third-party providers.

7. GENERAL PROVISIONS

7.1 Amendments & Platform Terms: This Agreement and the provision of Services are inherently subject to the underlying Terms of Service and Acceptable Use Policies of the Platform and associated third-party APIs. The Company reserves the right to unilaterally amend or modify this Agreement from time to time to reflect changes in the law, third-party vendor policies, or operational procedures. The most current version of this Agreement will always be posted on the Company’s website. The Client agrees that the continued use of the Services, or the payment of any subsequent invoice following the posting of an updated Agreement, shall constitute explicit and legally binding acceptance of the amended terms. For Clients enrolled in automated or preauthorized payment processing, the Company will provide electronic notice (via email or invoice footer) of any material changes to this Agreement. The subsequent successful automated processing of the Client’s next scheduled payment shall constitute legally binding acceptance of the amended terms. If the Client does not agree to the amended terms, their sole and exclusive remedy is to provide written notice of termination prior to their next scheduled billing date and immediately cease all use of the Services.

7.2 Independent Contractor, Subcontracting & No Fiduciary Duty: The Company acts as an independent contractor. The Company reserves the right to utilize specialized subcontractors, freelancers, or third-party developers to fulfill the Services outlined in this Agreement without prior notice or consent from the Client. Nothing in this Agreement, including the provision of high-level business consulting, shall be construed to create a fiduciary duty, agency, partnership, or joint venture relationship between the parties.

7.3 Injunctive Relief: The Client acknowledges that any unauthorized disclosure, distribution, or sale of the Company’s proprietary intellectual property (including system prompts, automation architectures, or blueprints outlined in Section 4.2) will cause irreparable harm to the Company for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek immediate injunctive relief and specific performance in any court of competent jurisdiction to prevent such a breach, without the necessity of proving actual damages or posting a bond or other security.

7.4 Publicity:  Unless otherwise agreed upon in writing via a separate Non-Disclosure Agreement (NDA), the Company reserves the right to use the Client’s name, logo, and a general description of the Services provided (including performance metrics and generated assets) in the Company’s marketing materials, website, case studies, and promotional presentations.

7.5 Force Majeure: The Company shall not be liable for any failure to perform its obligations where such failure results from any cause beyond its reasonable control, including acts of God, telecommunication failures, or cyber-attacks.

7.6 Governing Law, Notice to Cure, & Mandatory Binding Arbitration: This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Prior to initiating any legal proceedings, the Client must provide the Company with formal written notice of any alleged breach or dispute, granting the Company a thirty (30) day exclusive right to cure or resolve the issue. If unresolved after thirty (30) days, any dispute, controversy, or claim arising out of or relating to this Agreement shall be strictly and exclusively resolved by final and binding arbitration administered by the Vancouver International Arbitration Centre (VanIAC) in accordance with its applicable Rules. The arbitration shall take place in Vancouver, British Columbia. The arbitration proceedings, including any ruling or award, shall be kept strictly confidential. The Client explicitly waives any right to litigate claims in a public court of law or to have a trial by jury.

7.7 Class Action Waiver: The Client agrees that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. The Client explicitly waives the right to litigate any dispute as a class action, representative action, or collective action.

7.8 Survival: Sections 4, 5, 6, and 7 of this Agreement shall survive the expiration or termination of this Agreement indefinitely.

7.9 Execution, Electronic Consent & Acceptance by Conduct: The Client explicitly consents to receive all legal notices, amendments, and communications electronically to the email address on file. Furthermore, the Client acknowledges and agrees that the voluntary payment of any initial invoice, setup fee, or deposit, or the active utilization of the Platform or consulting services, shall constitute full, immediate, and legally binding acceptance of all terms, conditions, and waivers contained within this Master Services Agreement, even in the absence of a physical or electronic signature.

7.10 Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

7.11 Waiver: The failure of the Company to enforce any provision of this Agreement shall not be construed as a waiver or limitation of the Company’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

7.12 Entire Agreement: This Agreement, alongside the Client’s specific Proposal, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether written or oral.

7.13 Mutual Non-Disparagement: During the Term and following the termination of this Agreement, both the Client and the Company agree that they shall not make, publish, or encourage any public or private statements, online reviews, or commentary (whether oral or written) that are defamatory, disparaging, or detrimental to the reputation, goodwill, or commercial interests of the other party, including their respective employees, contractors, software, or AI agents. A material breach of this clause by the Client shall entitle the Company to immediately suspend Services and seek injunctive relief and damages.

7.14 Non-Solicitation of Personnel: During the Term of this Agreement and for a period of twelve (12) months following its termination or expiration, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage the services of any employee, contractor, or agent of the Company who was involved in providing the Services. In the event of a breach of this clause, the Client agrees to pay the Company a placement fee equal to 100% of the hired individual’s annualized compensation, acknowledged by both Parties as a reasonable pre-estimate of the cost to recruit and train a replacement.

7.15 Strict Limitation of Actions: To the absolute maximum extent permitted by applicable law, the Client agrees that any legal claim, arbitration demand, or cause of action arising out of or related to this Agreement or the Services must be formally filed and commenced within exactly one (1) year after the cause of action accrued or the incident occurred. Otherwise, such cause of action is permanently and irrevocably barred, overriding any longer statutory limitation periods provided by the laws of British Columbia or Canada.

7.16 Non-Reliance & Integration: The Client explicitly acknowledges and warrants that in executing this Agreement, they have not relied upon any oral representations, sales pitches, pre-contractual negotiations, marketing materials, or implied guarantees made by the Company or its agents outside of the express written terms contained within this document. The Client agrees that this document represents the sole and absolute source of the Company’s obligations.

7.17 International Enforcement & Forum Non Conveniens Waiver: In the event that the Client is domiciled, operates, or holds assets outside of Canada, the Client expressly waives any defense or legal argument of forum non conveniens (inconvenient forum) and agrees not to initiate any legal proceedings in their local jurisdiction. The Client explicitly agrees that any arbitral award rendered in Vancouver, British Columbia, pursuant to Section 7.6, shall be fully recognized and enforceable in the Client’s home jurisdiction, or any jurisdiction where the Client holds assets, pursuant to the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention).

7.18 Language of Record: This Agreement has been drafted, negotiated, and executed exclusively in the English language. In the event this Agreement is translated into any other language for the convenience of the Client, local regulatory compliance, or subsequent litigation, the English language version shall strictly govern, prevail, and control any legal interpretation, dispute, or discrepancy in meaning.

7.19 Authority to Bind: The individual executing this Agreement, accepting a Proposal, or completing the initial payment on behalf of the Client explicitly represents and warrants that they are an authorized officer, director, or designated representative of the Client’s business entity, possessing the full legal capacity and corporate authority to legally bind the Client to the terms, conditions, and financial obligations of this Master Services Agreement.