Terms of Service

Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and RightNode Media ("RightNode Media," "we," "us," or "our"), a digital marketing agency headquartered in Toronto, Ontario, Canada.

These Terms govern your use of our website at rightnodemedia.ca and any services we provide. If you do not agree to these Terms, do not use our website or engage our services.

These Terms are in addition to any signed service agreement or statement of work, which will prevail in the event of a conflict.

Our Services

RightNode Media provides digital marketing services to businesses across Canada, including but not limited to:

• Search engine optimization (SEO) - local, national, and technical
• Generative engine optimization (GEO) and AI search visibility
• Google Ads and pay-per-click (PPC) campaign management
• Social media marketing and advertising
• Web design and development
• Content marketing and copywriting
• Email marketing strategy and execution
• Online reputation management

The specific scope, deliverables, timelines, and fees for your engagement will be set out in a proposal or statement of work agreed to by both parties.

Engagement & Proposals

Proposals

All proposals prepared by RightNode Media are valid for 30 days from the date of issue unless otherwise stated. Proposals are based on information provided by the client and the scope described therein. Changes to scope after commencement may result in revised fees.

Commencement

Work commences upon receipt of a signed agreement, accepted proposal, or initial payment - whichever occurs first. We reserve the right to decline any engagement at our discretion.

Revisions

Deliverables include reasonable revisions as specified in your proposal. Revisions beyond the agreed scope will be quoted and billed separately at our standard hourly rates.

Payment Terms

Fees

Fees are as agreed in your proposal or service agreement. Unless otherwise specified, recurring retainer fees are due on the 1st of each month. Project fees may be structured as a deposit plus milestone payments as outlined in the proposal.

Payment Methods

We accept payment by electronic funds transfer (EFT), credit card, and other methods as agreed. All prices are in Canadian dollars unless otherwise stated.

Late Payments

Invoices not paid within 30 days of the due date may be subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance. We reserve the right to pause or suspend services on accounts with overdue balances until payment is received.

Expenses

Out-of-pocket expenses incurred on your behalf (advertising spend, stock photography, premium tools, domain registration, etc.) will be billed at cost with prior client approval, unless included in a fixed-fee arrangement.

Taxes

All fees are exclusive of applicable taxes. Clients registered in Canada will be charged applicable HST/GST. Clients are responsible for any taxes applicable in their jurisdiction.

Client Obligations

To enable us to deliver effective results, you agree to:

• Provide accurate, complete, and timely information, materials, and access required to perform services (e.g., website credentials, ad account access, brand assets)
• Designate a point of contact authorized to make decisions on your behalf
• Review and approve deliverables within the timeframes specified in your agreement
• Ensure that all materials provided to us (logos, content, images, data) do not infringe any third-party intellectual property rights
• Comply with all applicable laws, including advertising standards, privacy legislation, and platform terms of service
• Not use our services to promote illegal, harmful, deceptive, or discriminatory products or activities

Delays caused by the client's failure to provide required materials or approvals may result in timeline adjustments and are not grounds for refund or fee reduction.

Intellectual Property

Client-Owned Materials

All intellectual property rights in materials you provide to us (brand assets, content, data) remain your property. You grant RightNode Media a limited licence to use these materials solely for the purpose of delivering contracted services.

Deliverables

Upon full payment of all applicable fees, intellectual property rights in final deliverables created specifically for you (custom website code, copy, creative assets) transfer to you. Deliverables created before full payment remains the property of RightNode Media.

Pre-Existing & Third-Party Materials

RightNode Media retains ownership of all pre-existing tools, frameworks, methodologies, templates, and know-how ("Background IP") used in the delivery of services. Third-party components (licensed fonts, stock imagery, open-source code) remain subject to their respective licences.

Portfolio Use

We reserve the right to reference your business and describe the work performed as part of our portfolio and marketing materials, unless you notify us in writing that you object to such use.

Confidentiality

Each party may disclose confidential information to the other in the course of the engagement. Both parties agree to:

• Keep all confidential information of the other party strictly confidential
• Use confidential information only to perform obligations or exercise rights under the engagement
• Not disclose confidential information to any third party without prior written consent

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

These obligations survive termination of the engagement for a period of two (2) years.

Results & Guarantees

Digital marketing outcomes depend on many factors outside our control, including search engine algorithm changes, market conditions, competitor activity, and the quality and timeliness of client inputs.

We do not guarantee specific rankings, traffic levels, leads, or revenue outcomes. Any projections or estimates provided in proposals are illustrative, not contractual commitments.

We commit to applying industry best practices, transparent reporting, and continuous optimization throughout the engagement. We will communicate proactively about performance trends and strategy adjustments.

Limitation of Liability

To the fullest extent permitted by applicable law:

• RightNode Media's total liability to you for any claim arising from or related to these Terms or our services shall not exceed the total fees paid by you in the three (3) months preceding the event giving rise to the claim.
• We will not be liable for any indirect, incidental, consequential, punitive, or special damages, including lost profits, loss of business, or loss of data, even if we have been advised of the possibility of such damages.
• We are not liable for third-party platform decisions (e.g., Google Ads account suspensions, search algorithm updates, social media policy changes).
• We are not responsible for damages resulting from client-provided information that was inaccurate, incomplete, or delayed.

Nothing in these Terms limits liability that cannot be excluded under applicable Canadian law.

Termination

Termination by Client

You may terminate ongoing services by providing written notice as specified in your service agreement (typically 30 days). You remain responsible for fees incurred up to the effective termination date, including the notice period.

Termination by RightNode Media

We may terminate or suspend services immediately if you:

• Fail to pay invoices within 30 days of the due date after notice
• Breach any material term of these Terms or your service agreement
• Engage in conduct that we reasonably believe is illegal, harmful, or damaging to our reputation

Effect of Termination

Upon termination, we will deliver any completed work product and, upon receipt of final payment, transfer applicable intellectual property rights. Access to platforms, ad accounts, and tools managed by us will be transferred or revoked as appropriate. Outstanding fees remain due and payable.

Website Use

By accessing rightnodemedia.ca, you agree to:

• Use the website for lawful purposes only
• Not copy, reproduce, or redistribute website content without our written permission
• Not attempt to interfere with, hack, or disrupt the website or its infrastructure
• Not use automated scraping, crawling, or data extraction tools without prior written consent

Our website may contain links to third-party websites. We are not responsible for the content, accuracy, or privacy practices of those sites.

We make no warranty that the website will be available, uninterrupted, or error-free. We may modify, suspend, or discontinue any part of the website at any time without notice.

Governing Law

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

Any dispute arising from these Terms or our services shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada. You waive any objection to that jurisdiction or venue.

Before initiating formal proceedings, the parties agree to attempt good-faith resolution of any dispute through direct negotiation for a period of 30 days following written notice of the dispute.

Contact Us

Questions about these Terms? Please reach out:

• Email: [email protected]
• Phone: (437) 755-2436
• Address: Toronto, Ontario, Canada

We will respond to all legal inquiries within 5 business days.