Terms of Service

These Terms of Service (the “Terms“) govern the provision of services by Maxselle Media Inc., operating as Ohmy (“Ohmy,” “we,” “us” or “our“), to the client identified in the applicable Order (“Client” or “you“).

1. Agreement

1.1 Order. An “Order” means a proposal, order form, statement of work or online checkout accepted by the Client that specifies the plan, number of levels, fees, currency, start date and any other commercial terms. Each Order, together with these Terms, forms the agreement between the parties (the “Agreement“). In the event of a conflict, the Order prevails over these Terms.

1.2 Acceptance. The Client accepts these Terms by signing an Order, paying an initial invoice or completing an online checkout. The individual accepting these Terms on behalf of the Client represents that they have authority to bind the Client.

1.3 Business use. The Services are provided solely for business purposes and are not offered to consumers.

2. Definitions

• “Services” means the marketing, strategy, creative, digital, technology and related services described in the Order.
• “Project” means multi-stage work, such as a website, brand identity or product launch.
• “Request” means a discrete task, such as a landing page, a set of advertisements or an email.
• “Channel” means an ongoing marketing activity, such as paid social advertising, search engine optimization or email marketing.
• “Deliverables” means the work product created by Ohmy specifically for the Client and delivered under the Agreement.
• “Client Materials” means content, data, trademarks, information and other materials provided by or on behalf of the Client.
• “Ohmy Materials” means Ohmy’s proprietary platforms, software, tools, templates, frameworks, methodologies, know-how and other materials developed independently of the Agreement.
• “Business Day” means Monday to Friday, excluding statutory public holidays in the Province of Ontario.

3. Services and subscription capacity

3.1 Capacity. Each subscription plan provides a defined capacity of Projects, Requests and Channels that Ohmy works on concurrently, together with any limits on managed advertising spend, as set out in the Order or in the plan description published by Ohmy at the time the Order is placed.

3.2 Requests. The Client may submit an unlimited number of Requests. Ohmy will complete Requests in the order of priority agreed with the Client, as capacity becomes available.

3.3 Classification. Ohmy will, acting reasonably and in consultation with the Client, determine whether work constitutes a Project, a Request or a Channel. Where work exceeds the scope of a Request, Ohmy may divide it into multiple Requests or treat it as a Project, and will inform the Client before doing so.

3.4 Revisions. Reasonable revisions to active work form part of that work.

3.5 Scope. The subscription covers the Client and the brands identified in the Order. Ohmy will not change the Client’s plan or fees without the Client’s written approval.

4. Timelines

4.1 Requests will be delivered within the turnaround time applicable to the Client’s plan, measured in Business Days from the later of the start of the Request and Ohmy’s receipt of all information, materials and access reasonably required.

4.2 Turnaround times are suspended while Ohmy awaits the Client’s input, materials, access or approvals.

4.3 Projects will be delivered in accordance with a schedule agreed by the parties based on scope.

4.4 Turnaround times are targets and do not constitute guarantees, except as expressly stated in an Order.

5. Client responsibilities

The Client shall:

• designate a primary contact with authority to make decisions and grant approvals;
• provide accurate and complete information, materials, access and approvals in a timely manner;
• ensure it holds all rights, licenses and consents necessary for Ohmy to use the Client Materials;
• ensure that all individuals whom the Client directs Ohmy to contact have provided any consent required under applicable laws, including anti-spam, telemarketing and privacy laws; and
• maintain the security of its account credentials and promptly notify Ohmy of any suspected unauthorized access.

6. Regulatory compliance

6.1 Ohmy will apply its industry experience and identify potential compliance concerns where reasonably apparent. However, the Client is solely responsible for ensuring that its products, services, claims and marketing materials comply with all applicable laws, regulations and platform policies, including those administered by the U.S. Food and Drug Administration, the Federal Trade Commission and Health Canada.

6.2 The Client shall review and approve all Deliverables prior to publication or use. Final approval of all content, including regulatory approval, rests with the Client.

6.3 Ohmy does not provide medical, legal or regulatory advice.

7. Fees and payment

7.1 Fees. Subscription fees are invoiced monthly in advance in the currency specified in the Order. Fees are exclusive of applicable taxes, which are payable by the Client.

7.2 Price protection. The Client’s subscription fee will not increase for as long as the subscription remains active on the same plan.

7.3 Third-party costs. The Client is responsible for costs incurred specifically for the Client’s business, including advertising spend, hosting, domains, third-party software and platform fees, and printing. Ohmy will not incur such costs on the Client’s behalf without the Client’s prior approval.

7.4 Late payment. Overdue amounts bear interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, if lower. If any amount is more than fourteen (14) days overdue, Ohmy may suspend the Services upon notice to the Client.

8. Plan changes

The Client may change plans or add or remove levels at any time. Upgrades take effect immediately and are charged on a prorated basis for the remainder of the current billing period. Downgrades take effect at the start of the next billing period. Subscriptions may not be paused.

9. Introductory guarantee

For a Client’s first subscription only, if the Client cancels within the first seven (7) days, Ohmy will refund the first subscription payment in full. Third-party costs approved by the Client are non-refundable. Any additional conditions are set out in the Order or the plan description.

10. Term, cancellation and termination

10.1 Term. Subscriptions renew automatically on a monthly basis until cancelled.

10.2 Cancellation. The Client may cancel by written notice to Ohmy. Cancellation takes effect at the end of the then-current paid billing period. Except as provided in Section 9, fees are non-refundable and no refunds are given for partial billing periods.

10.3 Termination for cause. Either party may terminate the Agreement upon written notice if the other party materially breaches the Agreement and fails to cure the breach within fourteen (14) days of receiving notice.

10.4 Termination for convenience. Ohmy may terminate the Agreement upon thirty (30) days’ written notice.

10.5 Effect of termination. Upon termination, and subject to payment of all amounts due, Ohmy will deliver all completed and paid-for Deliverables, related editable files and access to accounts created for the Client within ten (10) Business Days. Work in progress will be delivered in its then-current state. Continued hosting or platform services after termination may be provided on terms agreed in writing.

10.6 Survival. Provisions that by their nature are intended to survive termination, including those relating to ownership, confidentiality, payment, limitation of liability and indemnification, shall survive.

11. Use of technology and artificial intelligence

Ohmy uses technology, including artificial intelligence tools, in the delivery of the Services. All work is directed and reviewed by Ohmy personnel. Ohmy maintains reasonable safeguards to protect Client confidential information processed through such tools and does not use the Client’s confidential information in work for other clients. The Client acknowledges that Deliverables should be reviewed prior to use.

12. Data protection

12.1 To the extent Ohmy processes personal information on behalf of the Client, Ohmy acts on the Client’s documented instructions and in accordance with applicable privacy laws. Ohmy’s handling of personal information as a controller is described in its Privacy Policy.

12.2 The Client shall not provide personal health information or other sensitive personal information to Ohmy unless the parties have agreed in writing on how such information will be handled. Where required by applicable law, the parties will enter into a data processing agreement or, where the Client is subject to HIPAA and Ohmy will process protected health information, a Business Associate Agreement prior to such processing.

13. Intellectual property

13.1 Deliverables. Upon payment in full of the applicable fees, Ohmy assigns to the Client all right, title and interest in the Deliverables, including approved final work, related editable files and accounts created for the Client’s business.

13.2 Client Materials. The Client retains all rights in the Client Materials and grants Ohmy a non-exclusive license to use them solely to provide the Services.

13.3 Ohmy Materials. Ohmy retains all rights in the Ohmy Materials. To the extent any Ohmy Materials are incorporated into the Deliverables, Ohmy grants the Client a perpetual, non-exclusive, royalty-free license to use them as part of those Deliverables.

13.4 Third-party materials. Third-party software, fonts, stock content and other licensed materials remain subject to their respective license terms.

14. Publicity

Ohmy may identify the Client as a client and display the Client’s name and logo, unless the Client objects in writing. Case studies or work samples disclosing details of the engagement require the Client’s prior approval.

15. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party, use it solely for the purposes of the Agreement and disclose it only to personnel, contractors and service providers who need to know it and are bound by obligations of confidentiality at least as protective as these Terms. These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was lawfully known to the receiving party before disclosure, is independently developed, or is required to be disclosed by law.

16. Third-party platforms

The Services may rely on third-party platforms, including advertising networks, social media platforms and hosting providers. The Client agrees to comply with the applicable terms of those platforms. Ohmy is not responsible for the availability, policies, decisions or actions of third-party platforms, but will reasonably assist the Client in addressing related issues.

17. Warranties and disclaimers

17.1 Ohmy warrants that it will perform the Services in a professional manner with reasonable skill and care. If any Deliverable does not materially conform to what was agreed, the Client must notify Ohmy within thirty (30) days of delivery, and Ohmy will correct the non-conformity as the Client’s sole remedy.

17.2 Ohmy does not guarantee any particular results, including traffic, search rankings, leads, sales, advertising approvals or regulatory outcomes.

17.3 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED WITHOUT ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.

18. Limitation of liability

18.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA OR GOODWILL.

18.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, OHMY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE FEES PAID BY THE CLIENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18.3 The limitations in this Section do not apply to the Client’s payment obligations, a party’s breach of Section 15 (Confidentiality), a party’s indemnification obligations, or liability that cannot be limited by law.

19. Indemnification

19.1 The Client shall defend, indemnify and hold harmless Ohmy from and against third-party claims arising from the Client Materials, the Client’s products and services, content approved by the Client, communications sent at the Client’s direction, or the Client’s breach of the Agreement or applicable law.

19.2 Ohmy shall defend, indemnify and hold harmless the Client from and against third-party claims alleging that original Deliverables created by Ohmy infringe a third party’s intellectual property rights, excluding claims arising from Client Materials, third-party materials or modifications not made by Ohmy.

20. General

• Governing law. The Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The courts located in Toronto, Ontario shall have exclusive jurisdiction.
• Amendments. Ohmy may amend these Terms by posting an updated version. Amendments affecting an active subscription take effect at the start of the next billing period following at least thirty (30) days’ notice. If the Client does not agree, it may cancel before the amendment takes effect.
• Independent contractors. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture or employment relationship.
• Assignment. Neither party may assign the Agreement without the other party’s prior written consent, except in connection with a merger, acquisition or sale of all or substantially all of its business or assets.
• Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control.
• Notices. Notices must be in writing and may be delivered by email to the addresses specified in the Order or, for Ohmy, to the contact details below.
• Severability and waiver. If any provision is held unenforceable, the remaining provisions remain in effect. A failure to enforce any provision is not a waiver.
• Entire agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.

21. Contact us

Email: hello@meetohmy.com
Mail: Maxselle Media Inc., operating as Ohmy, 1 Bloor Street East, Toronto, Ontario, Canada