Terms of Service — NorthPeak Performance Marketing

Effective Date: May 25, 2026

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the websites, platforms, reports, communications, and related services provided by NorthPeak Performance Marketing (the “Company”, “we”, “us”, or “our”).

By accessing, browsing, submitting information through, or otherwise using our services, you agree to be bound by these Terms and all applicable laws and regulations of Canada and the applicable province or territory. If you do not agree to these Terms, you must not use our services.

These Terms apply to all clients, prospective clients, website visitors, and other users of our services, including but not limited to Paid Search Advertising, Paid Social Campaign Management, Conversion Rate Optimization, Landing Page Strategy, Performance Analytics and Reporting, and Retargeting Campaigns.

2. Scope of Services

NorthPeak Performance Marketing provides performance-marketing services designed to support client acquisition, lead generation, conversion optimization, audience targeting, campaign measurement, and related strategic consulting.

Our services may include, without limitation:

• Paid Search Advertising;
• Paid Social Campaign Management;
• Conversion Rate Optimization;
• Landing Page Strategy;
• Performance Analytics and Reporting; and
• Retargeting Campaigns.

We may use third-party platforms, tools, networks, and service providers to deliver services, including advertising platforms, analytics tools, tag managers, CRM integrations, and landing page or hosting providers. Your use of such third-party services may be subject to their own terms and policies.

Unless expressly agreed in writing, we do not guarantee any specific business outcomes, including but not limited to sales volume, conversion rates, return on ad spend, rankings, traffic levels, lead quality, or revenue.

3. User Obligations and Responsibilities

You agree to:

• provide accurate, current, and complete information at all times;
• ensure that you have all necessary rights, permissions, and consents for materials you provide to us;
• comply with all applicable laws, regulations, and industry standards, including advertising, consumer protection, privacy, and anti-spam laws;
• review and approve campaign materials, landing pages, disclosures, and tracking implementations where required;
• maintain the security of your accounts, logins, and access credentials;
• promptly notify us of any suspected unauthorized access, data incident, or material issue affecting the services; and
• not use our services for unlawful, deceptive, misleading, infringing, or harmful purposes.

You are solely responsible for the content of your advertisements, offers, landing pages, websites, products, services, and any claims made to end users or customers. You represent and warrant that your materials do not violate any law or infringe any third-party rights.

You acknowledge that advertising platforms may reject, limit, suspend, or remove campaigns at their discretion. We are not responsible for platform enforcement actions, account restrictions, or policy changes by third-party providers.

4. Payment Terms and Conditions

Fees, billing cycles, retainers, setup charges, media management fees, project fees, and any other charges will be set out in a proposal, statement of work, order form, or written agreement between you and NorthPeak Performance Marketing.

• All fees are payable in Canadian dollars unless otherwise stated.
• Invoices are due upon receipt unless a different payment term is expressly agreed in writing.
• Late payments may result in suspension or termination of services and may be subject to interest or administrative charges to the extent permitted by law.
• Advertising spend paid to third-party platforms is separate from our service fees unless expressly stated otherwise.
• You are responsible for all applicable taxes, including GST/HST, QST, or other sales taxes, where applicable.

If a payment method is declined, reversed, charged back, or otherwise fails, we may suspend services until all outstanding amounts are paid. You agree to reimburse us for reasonable collection costs, bank fees, chargeback fees, and related expenses incurred in connection with overdue accounts, to the extent permitted by law.

Unless otherwise agreed in writing, fees are non-cancellable once work has commenced and are non-refundable except as expressly stated in these Terms or required by applicable law.

5. Cancellation and Refund Policy

Either party may terminate services in accordance with any written agreement, statement of work, or notice period specified therein. If no notice period is specified, either party may terminate ongoing services by providing reasonable written notice.

• Cancellation does not relieve you of payment obligations for work performed, expenses incurred, or commitments made before the effective termination date.
• Prepaid fees may be non-refundable unless otherwise required by law or expressly agreed in writing.
• Third-party costs, including media spend, software subscriptions, and platform fees, are generally non-refundable.
• If we terminate services due to your breach, non-payment, or unlawful conduct, no refund will be owed except where required by law.

If a refund is approved in writing by us, it will be limited to the amount expressly authorized and may exclude completed work, administrative fees, and non-recoverable third-party costs.

6. Liability Limitations

To the fullest extent permitted by applicable law, NorthPeak Performance Marketing shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, data, business opportunity, or anticipated savings, arising out of or related to the services or these Terms.

To the fullest extent permitted by law, our total aggregate liability for any claim arising out of or relating to the services or these Terms shall not exceed the total fees paid by you to us for the specific services giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim, or CAD $1,000, whichever is greater, unless a greater limitation is prohibited by law.

We do not warrant that the services will be uninterrupted, error-free, secure, or free from defects, viruses, or harmful components. We are not responsible for delays, failures, or losses caused by third-party platforms, internet service providers, hosting providers, analytics tools, or other external systems outside our reasonable control.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for fraud, wilful misconduct, or gross negligence where such limitation is prohibited.

7. Intellectual Property Rights

Unless otherwise agreed in writing, all pre-existing intellectual property, methodologies, templates, frameworks, processes, software, know-how, and tools used or developed by NorthPeak Performance Marketing remain our property or the property of our licensors.

Upon full payment of all amounts due, and subject to any third-party rights and license restrictions, you will own the final deliverables specifically created for you under a paid engagement, excluding our pre-existing materials, proprietary tools, and general know-how.

You grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, and display your trademarks, logos, content, data, and materials solely to perform the services and to fulfill our obligations under these Terms.

You may not copy, reverse engineer, distribute, publicly display, or create derivative works from our proprietary materials except as expressly permitted in writing or by applicable law.

8. Data Protection and Privacy

We are committed to protecting personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any substantially similar provincial privacy legislation, as applicable.

In the course of providing services, we may collect, use, disclose, store, and process personal information and business data for purposes including campaign management, analytics, reporting, optimization, communications, billing, fraud prevention, and service improvement.

By using our services, you consent to the collection, use, and disclosure of information as described in our privacy practices and as reasonably necessary to provide the services. You represent that you have obtained all required consents and provided all required notices to individuals whose personal information you provide to us.

We may transfer, store, or process data using service providers located in Canada or other jurisdictions. Where data is processed outside Canada, it may be subject to the laws of those jurisdictions.

You are responsible for ensuring that your websites, landing pages, forms, cookies, pixels, tags, and tracking technologies comply with applicable privacy and consent requirements, including notice and consent obligations for tracking and remarketing where applicable.

9. Force Majeure

We shall not be liable for any delay or failure in performance resulting from events beyond our reasonable control, including but not limited to acts of God, fire, flood, epidemic, pandemic, war, terrorism, civil unrest, labour disputes, power failures, internet outages, government action, platform outages, changes in third-party policies, or failures of suppliers or service providers.

If a force majeure event occurs, our obligations will be suspended for the duration of the event and for a reasonable recovery period thereafter. We will use commercially reasonable efforts to resume performance as soon as practicable.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our services, business practices, or applicable law. The revised Terms will be effective upon posting or on the date stated in the updated version, whichever is later.

Your continued use of our services after the effective date of any revised Terms constitutes your acceptance of the updated Terms. If you do not agree to the revised Terms, you must stop using the services.

11. Applicable Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or relating to them, the services, or any related transaction shall be 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.

Subject to any mandatory consumer protection laws that may apply, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for the resolution of any dispute arising from or relating to these Terms or the services.

12. Contact Information

If you have questions about these Terms or our services, please contact:

• NorthPeak Performance Marketing
• 401 King Street West, Suite 2800, Toronto, ON M5V 3C6, Canada
• Email: [email protected]
• Phone: +1 (416) 782-6941

13. Severability Clause

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed or limited to the minimum extent necessary so that the remaining provisions continue in full force and effect.

The failure of either party to enforce any right or provision under these Terms shall not constitute a waiver of such right or provision.

These Terms constitute the entire agreement between you and NorthPeak Performance Marketing regarding the subject matter hereof, except where supplemented by a separate written agreement signed by both parties.