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Empathy T&C 2020
Empathy T&C 2020
Empathy T&C 2020
Invoicing 6. Empathy is not insuring or underwriting your chosen business
model. You acknowledge that Internet services are inherently
1. All invoices are due upon receipt in full and 18% interest will subject to technical failures and disruptions from time to time.
accrue annually on overdue accounts beginning after thirty (30) To the maximum extent permitted by law:
days. 7. Empathy will not be liable in any way for fines, penalties, taxes
2. In the event that any media is executed through a Client credit (except any applicable provincial and federal sales taxes),
card, you agree and acknowledge that Empathy has no control exemplary/aggravated/punitive damages, liquidated damages,
over when and how often a Digital Ad platform may choose to indirect/consequential losses (including loss of contract, loss of
charge your credit card regardless of whether we set up your production, loss of revenue, loss of profit, lost opportunity
account, or you enter in your credit card information into a costs, and/or other loss not arising naturally and directly
Digital Ads platform. according to the usual course of things) or legal costs and
3. Upon cancellation payment for media dollars already spent expenses (except reasonable legal costs awarded by a court)
and/or committed on your behalf will be invoiced. arising from the subject matter of this Agreement; and The
4. Subject to the Minimum Fees, upon cancelling Empathy’s maximum liability of Empathy to you is the lesser of:
management, any amounts owing to Empathy will need to be a. The management fees you have paid to Empathy, or
paid in full; any outstanding amounts will be due immediately b. The cost of re-supplying the online advertising
upon cancellation and 18% interest will accrue annually on services; or
overdue accounts beginning after thirty (30) days. c. The cost of rectifying the online advertising problem
5. Empathy reserves the right to engage a debt collector at your which has caused your loss, in any event, Empathy’s
expense if there are any unpaid invoices overdue by sixty (60) maximum liability arising out of or relating to this
days. Agreement, whether the cause of action arises in
contract, tort or otherwise, shall not exceed the
amounts paid by you to Empathy hereunder within
the three (3) months prior to the event giving rise to
General Terms & Conditions the claim.
8. The law in force in the Province of Ontario governs these Terms
and Conditions, and the parties irrevocably submit to the
During the term of this Agreement, the following apply:
non-exclusive jurisdiction of the courts of the Province of
Ontario from them for determining any dispute concerning the
1. By entering this Agreement with Empathy you give us Terms and Conditions.
permission to create a new Digital Ads account for the purposes 9. Empathy can modify these Terms and Conditions at any time
of optimization and management of your online business and with notice. You agree to continue to be bound by these Terms
you grant Empathy the right to collect, use, disclose your and Conditions as modified.
information, if any, in connection with providing the services in 10. If the whole or any part of a provision of these Terms and
this Agreement. Conditions are void, unenforceable or illegal in a jurisdiction
then such part shall be severed for that jurisdiction. The
2. If you decide to cancel your services with us then we require remainder of the Terms and Conditions have full force and
thirty (30) business days notice in writing. effect and the validity or enforceability of that provision in any
3. Cancellation of your management may not automatically stop other jurisdiction is not affected. This clause has no effect if the
your Advertising from running and incurring Media Costs. severance alters the basic nature of the Terms and Conditions
Empathy will not be liable for any amounts that are charged to or is contrary to public policy.
you following the cancellation of your management with 11. You warrant to us that you will use the services provided by
Empathy. If you wish to cease advertising at the same time that Empathy under this Agreement for business purposes (and not
you cancel your Empathy management, please notify us in predominantly personal, domestic or household use).
writing so that we may be able to cancel your Advertising as 12. To the extent that copyright subsists in any text that we create
well, in accordance with existing commitments to vendors. You for your Digital Ads account(s) pursuant to this Agreement. We
acknowledge that some commitments cannot be cancelled or assign copyright in such text to you. For the avoidance of
may extend beyond the thirty (30) business days notice in this doubt, this clause does not assign copyright in any other
Agreement. materials that we may create for you outside the scope of this
4. Empathy will endeavour to help you obtain your online Agreement.
advertising goals by providing you with advice, information and
technical services in relation to advertising/marketing. Unless
specifically stated to the contrary in this Agreement, Empathy
does not guarantee any particular rate of return or performance
of any online advertising on Advertising (including but not
limited to any particular search results page(s) or rankings). We
cannot be held responsible for commercial outcomes which are
associated with the Advertising or management of your Digital
Ads account(s) for your business and/or website(s).
5. You acknowledge that Empathy may use third-party materials in
providing services pursuant to the terms under this Agreement
and you agree and acknowledge that the design and content of
the services are not exclusive to you.