Triple Peak Marketing (TPM) Policies and Contract Agreement.

Website: https://triplepeakmarketing.com

STRICT ZERO-MODIFICATION POLICY: TRIPLE PEAK MARKETING OPERATES ON A STANDARDIZED LEGAL AND SECURITY FRAMEWORK. WE DO NOT ACCEPT, RECOGNIZE, OR NEGOTIATE ANY MODIFICATIONS, "REDLINES," OR ADDENDA PROPOSED BY THE CLIENT OR THE CLIENT’S COUNSEL. THE CLIENT ACKNOWLEDGES THAT THIS POLICY IS A TRANSPARENT BUSINESS ATTRIBUTE DISCLOSED UPFRONT. ANY ATTEMPT TO ALTER THIS AGREEMENT SHALL BE DEEMED A NULLITY.

THE CLIENT REPRESENTS THAT THEY HAVE INVESTIGATED ALTERNATIVE SERVICE PROVIDERS IN THE OPEN MARKET AND HAVE VOLUNTARILY SELECTED TPM’S STANDARDIZED RISK-ALLOCATION MODEL OVER NEGOTIABLE, HIGHER-COST ALTERNATIVES. IRREVOCABLE AFFIRMATION BY CONDUCT: ANY REMITTANCE OF PAYMENT, PROVISION OF ACCOUNT CREDENTIALS, OR ISSUANCE OF WORK DIRECTIVES FOLLOWING RECEIPT OF THESE TERMS CONSTITUTES AN ABSOLUTE AND IRREVOCABLE ACCEPTANCE OF THIS AGREEMENT IN ITS ENTIRETY. THE CLIENT STIPULATES THAT SUCH ACTS ARE SUBSTANTIVE LEGAL DEEDS SERVING AS THE FUNCTIONAL AND LEGAL EQUIVALENT OF A PHYSICAL SIGNATURE. THE CLIENT IS PERPETUALLY ESTOPPED FROM CHALLENGING THE ENFORCEABILITY OF THESE TERMS ONCE AN INITIATING EVENT HAS OCCURRED. PAYMENT IS CONCLUSIVE PROOF THAT THE CLIENT HAS EXAMINED ALL RISK ALLOCATIONS, ACCEPTS THE LIMITATION OF LIABILITY (SECTION 19), AND WAIVES THE RIGHT TO CHALLENGE ANY STIPULATED LIQUIDATED DAMAGES AS A PENALTY.

SELF-EXECUTING BINDING EFFECT: THIS AGREEMENT IS SELF-EXECUTING AND BECOMES IMMEDIATELY AND IRREVOCABLY LEGALLY EFFECTIVE UPON THE OCCURRENCE OF THE EARLIEST INITIATING EVENT. THE PARTIES AGREE THAT THE VOLUNTARY TRANSFER OF FUNDS OR DATA TO TPM CONSTITUTES IRREFUTABLE EVIDENCE OF INTENT TO BE BOUND. EVERY SUBSEQUENT PAYMENT OR RENEWAL SHALL SERVE AS A RECURRING, FRESH AFFIRMATION OF THE CLIENT'S CONSENT TO THE THEN-CURRENT VERSION OF THESE POLICIES, PERPETUALLY CURING ANY ALLEGED DEFECTS IN PRIOR NOTICE.

THE CLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE NATURE OF DIGITAL MARKETING SERVICES IS INHERENTLY VOLATILE, SPECULATIVE, AND SUBJECT TO VARIABLES BEYOND TPM’S CONTROL. THE CLIENT EXPRESSLY ASSUMES THE ENTIRE COMMERCIAL RISK ASSOCIATED WITH THE SUCCESS OR FAILURE OF THE SERVICES. NO GUARANTEE OF OUTCOMES, PERFORMANCE METRICS, OR COMMERCIAL RESULTS IS GIVEN OR IMPLIED. THE CLIENT FURTHER IRREVOCABLY REPRESENTS, WARRANTS, AND ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY STATEMENT, REPRESENTATION, OR PROMISE—WHETHER ORAL OR WRITTEN—MADE BY TPM OUTSIDE THE FOUR CORNERS OF THIS AGREEMENT. THE CLIENT EXPRESSLY AND UNCONDITIONALLY WAIVES ANY RIGHT OR CLAIM FOR NEGLIGENT MISREPRESENTATION. CRUCIALLY, THE CLIENT ACKNOWLEDGES THAT TPM IS A PROFESSIONAL SERVICE PROVIDER AND, AS SUCH, THE CLIENT POSSESSES NO RIGHT OF CONTROL, HOLD, OR DEMAND OVER TPM’S INTERNAL OPERATIONS. THE CLIENT STIPULATES THAT TPM IS AN INDEPENDENT ENTITY AND NOT A SUBORDINATE OR EMPLOYEE; ACCORDINGLY, TPM RETAINS ABSOLUTE DISCRETION TO REJECT ANY DIRECTIVE DEEMED UNLAWFUL, UNETHICAL, OR OUTSIDE OF TPM’S PROFESSIONAL STANDARDS WITHOUT BREACH. THIS INCLUDES, WITHOUT LIMITATION, ABSOLUTE AND UNFETTERED TPM DISCRETION OVER HOW WORK IS PERFORMED, WHEN WORK IS PERFORMED, THE SPECIFIC TECHNICAL METHODS UTILIZED, AND THE INTERNAL ALLOCATION OF TPM PERSONNEL OR RESOURCES. THE CLIENT ACKNOWLEDGES THAT THEY ARE PURCHASING FINAL DELIVERABLES AND RESULTS, NOT THE TIME, LABOR, OR SUBJECTION OF TPM PERSONNEL TO CLIENT DIRECTION.

The Client acknowledges and agrees that legally binding acceptance of this Agreement occurs immediately upon the occurrence of any initiating event, including, without limitation:

• The acceptance of any estimate, proposal, or quotation issued by TPM;
• The remittance of any payment, whether deposit, partial payment, full payment, or any subsequent recurring monthly payment;
• The remittance of payment for any Short-Term Tactical Campaign or Tactical Ad-Blast serves as an irrevocable affirmation of these Master Policies;
• The Client's continued payment for ongoing services shall constitute a recurring, fresh, and irrevocable affirmation of the Client's intent to be bound by the then-current version of this Agreement;
• The submission, authorization, or transmission of any confidential information, proprietary materials, login credentials, or system access; or
• The issuance of any instruction, authorization, or direction—whether verbal (including phone calls or voice notes), written, or electronic (including email, SMS, WhatsApp, or instant messaging platforms)—requesting TPM to commence or continue performance of services.

THE CLIENT EXPRESSLY WARRANTS AND REPRESENTS THAT IT IS A "COMMERCIALLY SOPHISTICATED ENTITY" POSSESSING THE REQUISITE BUSINESS EXPERIENCE TO REVIEW, UNDERSTAND, AND NEGOTIATE COMPLEX SERVICE CONTRACTS. The Client affirms that it has been provided a full and fair opportunity to seek independent legal counsel prior to acceptance. The Client acknowledges that the pricing of TPM’s services is strictly predicated upon the Client’s acceptance of the risk allocations, Liquidated Damages, and Limitations of Liability contained herein. This Agreement shall take absolute precedence over any terms, conditions, or boilerplate language contained within a Client-issued Purchase Order (PO) or internal procurement document. Any attempt by the Client to utilize a PO to modify these Policies is null and void. TPM’s failure to respond to any proposed modification shall be conclusively deemed a rejection of such proposal. Silence, continued performance, or acceptance of payment shall never constitute acquiescence or waiver. The Client irrevocably waives any claim of Promissory Estoppel based on informal interactions or verbal assurances. The Client provides explicit, informed, and unequivocal consent to receive Commercial Electronic Messages (CEMs) from TPM in compliance with CASL. This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta, including the Electronic Transactions Act (Alberta), PIPA, and PIPEDA.

"TPM Principal" refers exclusively to the President or a designated Director of Triple Peak Marketing. No other employee, contractor, or agent has the authority to modify these Policies or waive any Fees. If any specific Service Agreement or Statement of Work conflicts with these Master Policies, these Policies shall govern categorically unless the conflict is expressly noted in a Formal Amendment signed by the TPM Principal.

1. TPM Business Hours and Availability

A. Standard Operating Schedule

Triple Peak Marketing ("TPM") meticulously structures its service delivery around a predictable schedule based on Mountain Standard Time (MST). TPM's standard operational week runs from:

• Monday to Thursday | 9:00 AM to 5:00 PM with a one (1) hour daily lunch break
• Fridays | 9:00 AM to 12:00 PM
• CLOSED on all Weekends (Saturday and Sunday)
• CLOSED on all Canadian and Alberta Statutory Holidays
• CLOSED for Extended Seasonal Breaks and Vacations: TPM reserves the absolute right to close for extended periods (e.g., Christmas, Easter, and scheduled vacations) which are not included in statutory holiday lists.

The Client agrees that all services, communication, and support are strictly confined to these specific standard times. During any scheduled closures, project work automatically ceases, and the Client irrevocably accepts that any deadlines or timelines shall be automatically extended for the full duration of the closure without generating any penalty or liability whatsoever for TPM. The Client expressly waives any claim for consequential or direct damages arising from or related to project delays caused by any closure or by the operation of this Section.

B. Extended Closures and Project Impact

Beyond standard holiday closures, TPM reserves the absolute right, at its sole and unfettered discretion, to implement extended business closures for annual vacations, professional development, or other operational necessities. The Client acknowledges that TPM is under no strict legal obligation to provide prior written notice of any such extended closure. Like other closures, these extended periods also result in the automatic cessation of all project work, with deadlines, timelines, or service level agreements automatically extended for a duration equal to the length of the closure, and TPM shall bear no liability for any resulting loss, damage, or delay.

C. After-Hours and Emergency Support

During any extended closure, and notwithstanding the general cessation of work, the Client acknowledges that TPM shall make reasonable, non-guaranteed efforts to monitor for system-down emergencies only (defined as a total loss of core service or platform functionality). The Client agrees that any time spent by TPM personnel responding to or addressing non-critical emergency emails during this period will be charged at the Premium Hourly Rate for After-Hours Work (Section 2.B), which is $150 CAD per hour, billed to the nearest one (1) hour increment. This rate is applied automatically and is non-negotiable.

D. Time Zone Compliance

The Client expressly acknowledges that TPM operates exclusively on Mountain Standard Time (MST) and that the Client is solely responsible for correctly calculating time differences for all deadlines, meetings, and communication requests. The Client expressly waives any claim, defense, or objection based on the Client's own miscalculation or misunderstanding of the time difference.

2. Base and Premium Hourly Rates

A. Base Rate for Out-of-Scope Services

The TPM Base Hourly Rate is $120 CAD per hour, plus applicable taxes. The minimum billable increment for any service charged at the Base Hourly Rate is one (1) hour. This rate is applied to all work, services, and tasks that fall outside the defined scope of the Client's specific agreement, including but not limited to tasks deemed "Out-of-Scope Project Work" as defined in Section 3 (e.g., website updates not covered by a monthly retainer, extra design revisions, or new requests). The Client acknowledges that this rate will be applied whenever additional resources or time are required to perform services beyond the agreed-upon contract scope. The Client agrees that the Base Hourly Rate is automatically authorized for any task requested via verbal consent (phone/voice notes) or electronic messaging (SMS/WhatsApp), which communications constitute conclusive evidence of authorization under the Conclusive Evidence Clause in Section 15.O and Section 31.D.

B. Premium Rate for After-Hours Work

Any work or communication performed by TPM outside of the standard business hours—including responding to urgent requests, calls, or emails—will be billed at a premium rate. The Client agrees that all After-Hours Work shall be charged at $150 CAD per hour, plus applicable taxes, billed to the nearest one (1) hour increment. The minimum billable charge for any single instance of After-Hours Work is $150 CAD.

By submitting a request or communication outside of standard hours, the Client acknowledges and accepts that this premium rate will apply to the time spent by TPM in responding to or actioning the request, unless a separate, written after-hours agreement specifies otherwise.

3. General Digital Services and Catch-All Rate

Triple Peak Marketing ("TPM") provides a wide range of specialized services. The Client acknowledges and agrees that the TPM Base Hourly Rate of $120 CAD per hour, plus applicable taxes, shall apply to all work, services, and tasks that are not explicitly defined, priced, or scoped within the specific service categories in Sections 9 through 14 of this Agreement (collectively, "General Digital Services").

A. Catch-All Application

This Base Rate shall serve as the default charge for any unlisted, ad hoc, exploratory, or otherwise undefined digital work requested by the Client, including but not limited to:

• Consulting and Advisory Services not tied to a specific project.
• Software or Platform Evaluation, Integration, or Setup not included in the original scope.
• Ad Hoc Technical Support or Troubleshooting beyond scheduled maintenance.
• Administrative Tasks requiring specialized digital expertise.

B. Communication, Meetings, and Consulting Time

The Client acknowledges that all time spent by TPM personnel, including principals, contractors, and agents, on necessary project-related communication, consultations, strategy sessions, meetings (virtual or in-person), and detailed email or messaging correspondence related to the Client’s engagement, is considered billable time.

Billing: This time will be tracked and charged against the Client’s allocated retainer hours or billed separately at the Base Hourly Rate (Section 2.A), as applicable, subject to the minimum one (1) hour billable increment defined in Section 2.A.

Preparation and Travel: Time spent in preparation for meetings or communication, including drafting meeting agendas, reviewing documents, or travel time related to Client meetings, is also billable at the applicable hourly rate.

C. No Guarantees for General Digital Services

The provision of General Digital Services does not imply any warranty, guarantee, or obligation of success or specific outcome, and TPM's liability for such services remains strictly governed and limited by Section 19 (Limitation of Liability) of this Agreement.

D. Authorization

By requesting, authorizing, or accepting the performance of any service not covered by a specific service section or separate written agreement, the Client irrevocably accepts that the Base Hourly Rate will apply to the time spent by TPM in responding to or actioning that request.

4. TPM’s Status as an Independent Contractor

A. Non-Exclusive Working Relationship and Professional Independence

The Client acknowledges and agrees that TPM is retained exclusively as an independent contractor. THE CLIENT EXPRESSLY STIPULATES THAT ALTHOUGH TPM IS RETAINED BY THE CLIENT, TPM DOES NOT "WORK FOR" THE CLIENT IN AN EMPLOYMENT OR SUBORDINATE CAPACITY; RATHER, TPM IS AN INDEPENDENT ENTITY PROVIDING SPECIALIZED PROFESSIONAL SERVICES. This relationship does not create an employment, partnership, joint venture, or agency relationship. TPM RETAINS ABSOLUTE OPERATIONAL INDEPENDENCE AND IS NOT SUBJECT TO THE CLIENT'S INTERNAL HIERARCHY, DISCIPLINE, OR ADMINISTRATIVE CONTROL. TPM retains the absolute right to offer its services to any other person or entity, including direct competitors of the Client.

B. Tax Indemnification for Independent Contractor Status

The Client hereby agrees to indemnify and hold harmless TPM from and against any and all claims, liabilities, costs, or expenses (including reasonable legal fees) arising from any determination by any governmental authority (including but not limited to the Canada Revenue Agency or Alberta Treasury Board and Finance) that the relationship between the parties is or was an employment relationship, and not that of an independent contractor. The Client shall pay all such liabilities and costs immediately upon demand by TPM.

C. Foreign Tax and Permanent Establishment Indemnification

The Client agrees to indemnify and hold harmless TPM from and against any and all claims, liabilities, assessments, or expenses (including all penalties, interest, and reasonable legal fees) asserted by any taxing authority in any jurisdiction outside of Canada. This indemnification covers all such claims arising from any determination that (i) TPM, by virtue of this Agreement or the services rendered, has established a Permanent Establishment in the Client's jurisdiction, or (ii) that TPM or its personnel are considered employees of the Client for tax, social security, or employment purposes in the Client's jurisdiction. The Client shall pay all such liabilities and costs immediately upon demand by TPM.

D. Waiver of Fiduciary Duty

The Client acknowledges and agrees that TPM is retained exclusively as an independent contractor, offering services in a commercial, arm's-length, business-to-business (B2B) capacity. The relationship between the Parties does not, and shall not be deemed to, constitute a relationship of trust, agency, or confidence, including the imposition of any fiduciary duty upon TPM. The Client expressly and irrevocably waives any claim, defense, or assertion that TPM owes or has ever owed to the Client any fiduciary duty, duty of utmost good faith, or any other equitable obligation that would exceed the strict terms and covenants expressly set forth in this Agreement.

5. Collection, Use, and Security of Client Information

Triple Peak Marketing (“TPM”) collects, stores, and uses Client information solely for the purpose of providing, managing, and optimizing the services outlined in this Agreement. This includes the collection of sensitive information such as payment details, login credentials, and other private data. All sensitive data shall be encrypted and stored in accordance with industry-standard best practices to safeguard confidentiality and integrity.

While TPM implements reasonable security measures to protect the Client’s information, the Client acknowledges and agrees that TPM shall not be liable for any unauthorized access, data breach, cyberattack, or data loss resulting from circumstances beyond TPM’s reasonable control, including but not limited to internet transmission failures, Third-Party Vendor or hosting provider failures, or other external factors. TPM’s total liability for any claims arising under this Section is strictly limited and governed by Section 19 (Limitation of Liability).

The Client is solely and absolutely responsible for maintaining the security of all account credentials, passwords, and access controls associated with TPM’s services. The Client must immediately notify TPM upon discovering or suspecting any unauthorized access or security incident. TPM’s liability, if any, is strictly limited to reasonable corrective actions, which may include restoration of backups or replacement of affected services, and no further liability is assumed.

Upon the termination, expiration, or suspension of this Agreement for any reason, the Client shall be solely responsible for immediately changing, rotating, and securing all passwords, login credentials, and access codes previously provided to TPM. The Client’s failure to promptly rotate and secure such credentials constitutes an absolute and irrevocable waiver of any claim against TPM for any subsequent unauthorized access, data breach, or service interruption arising from unrotated credentials. The Client further agrees to indemnify and hold harmless TPM from any and all claims, losses, damages, or liabilities, whether direct or indirect, arising from the Client’s failure to comply with this obligation.

6. Client Cooperation, Access, and Responsibilities

The Client agrees to provide TPM with timely access, necessary credentials, approvals, and any other cooperation that TPM reasonably requires to perform the services as described in this Agreement. Failure to provide such access, credentials, or cooperation may result in delays to the project or the need for additional fees to cover the extra time and resources required to complete the services.

The Client assumes a non-delegable and absolute duty to perform a "Final Forensic Review" of all Deliverables—including but not limited to website links, phone numbers, email addresses, pricing data, coupons, and legal disclosures—prior to public deployment or print production. The Client acknowledges that TPM acts solely as a technical and creative conduit. The Client warrants that their approval of any Deliverable (whether express or deemed under Section 10.A) constitutes a final and irrevocable verification of factual accuracy. TPM shall have zero liability for any financial loss, lost leads, reputation damage, or regulatory fines resulting from factual errors, "typos," or broken links in the Deliverables once they have been approved or published. For any Print Services, the Client’s approval of the "Final Proof" serves as a definitive and irrevocable authorization to commence physical production. TPM acts solely as a technical conduit for the Client's vision. TPM shall have zero financial liability for factual errors, "typos," or layout mistakes discovered after the physical printing process has commenced. The total cost of any necessary reprints, including 100% of material costs, secondary setup fees, and shipping, shall be the sole and exclusive responsibility of the Client. The Client’s indemnity in Section 20 is expressly triggered by any third-party claim arising from inaccurate information published at the Client's direction. This duty applies with absolute force to any AI-Generated Content (as defined in Section 8.C), and the Client acknowledges that AI tools may produce 'hallucinations' or factual inaccuracies that only the Client can verify. 

The Client further acknowledges that TPM shall not be liable for any losses or damages that arise from the Client’s inaction, delays, or failure to maintain third-party accounts, passwords, backups, or any necessary permissions. The Client assumes sole liability and responsibility for any and all consequences, including security breaches, data loss, or service interruptions, that result from or are related to TPM’s access to the Client’s systems, accounts, or proprietary information. The Client is responsible for ensuring that all necessary third-party accounts, passwords, backups, and permissions are in place, as outlined in this Agreement.

A. Client Warranties of Authority

The Client expressly warrants and represents that the individual accepting this Agreement has the full legal authority to enter into this binding contract and to bind the Client entity (if applicable) to all terms and conditions herein.

B. Client Backup Responsibility

The Client is solely responsible for implementing and maintaining their own independent backup and disaster recovery plan for all their proprietary data, website content, and business systems, regardless of whether TPM assists with hosting or management. TPM assumes no liability for the Client's failure to maintain adequate backups.

C. Client Systems, Hardware, and Software

The Client is solely responsible for procuring, maintaining, and paying for all necessary computer hardware, operating system software, internet services, and all third-party licenses (e.g., specialized fonts, premium plugins, or software platforms) required for the Client to access, review, modify, or utilize the Deliverables or services. TPM shall not be liable for any compatibility issues, performance degradation, security vulnerabilities, or failures arising from the Client's own systems, hardware, software, or network connectivity, or the Client's failure to maintain current licenses for required third-party software.

D. Client Consent to Access, Monitoring, and Beneficial Ownership Transfer

The Client grants TPM the right to access, monitor, and manage all systems, platforms, accounts, and credentials provided by the Client for the purpose of fulfilling the services defined in this Agreement. THE CLIENT IRREVOCABLY AGREES THAT ANY ASSETS, LICENSES, SOFTWARE SEATS, DOMAIN NAMES, DATASETS, OR MEDIA TRANSMITTED, ASSIGNED, OR GIVEN TO TPM FOR "CARE," "HOSTING," "MANAGEMENT," OR "STORAGE" SHALL BE CONCLUSIVELY DEEMED TO BE UNDER THE EXCLUSIVE BENEFICIAL OWNERSHIP AND ADMINISTRATIVE CONTROL OF TPM FOR THE DURATION OF THE ENGAGEMENT. TPM is explicitly authorized to take reasonable steps (such as updating software or plugins, or modifying settings) within these systems as required to maintain the stability and functionality of the services. THE CLIENT STIPULATES THAT TPM'S POSSESSION OF THESE ASSETS CONSTITUTES A SECURITY INTEREST TO GUARANTEE PAYMENT OF ALL FEES; ACCORDINGLY, NO ASSETS GIVEN TO TPM SHALL BE RETURNED, TRANSFERRED, OR RE-ASSIGNED UNTIL ALL OFF-BOARDING CONDITIONS (SECTION 62) HAVE BEEN MET IN FULL. The Client provides an irrevocable waiver of any third-party Terms of Service or policy requiring Client permission or confirmation for TPM to assume exclusive administrative control over Client assets upon a Material Breach or default.

E. Data Breach and Security Incident Response Costs

The Client acknowledges that TPM's access to Client's systems is solely for service delivery. In the event of a security breach, data loss, or cyberattack on the Client's systems or accounts (including but not limited to hosting, social media, or ad platforms) during the term of this Agreement, the Client shall be solely responsible for all costs associated with investigation, remediation, system restoration, legal notification, and any fees related to third-party consultants or forensic experts engaged to address the incident, even if the breach is related to TPM's access or credentials. The Base Hourly Rate or Premium Hourly Rate, as applicable, shall apply to any time spent by TPM assisting with or responding to a Client security incident, subject to the minimum one (1) hour billable increment defined in Section 2.A. The Client shall further be responsible for and agrees to indemnify and hold harmless TPM against any fines, penalties, or statutory damages levied against TPM by a regulatory authority (e.g., the Information and Privacy Commissioner of Alberta, the Canada Revenue Agency, or a third-party advertising platform) where such fine or penalty is related to the Client’s security incident or systems failure.

F. Client's Duty to Mitigate Loss

The Client acknowledges and affirms a continuous and non-waivable legal duty to take all commercially reasonable steps to mitigate any loss or damage arising from or related to TPM's performance or non-performance of services. The Client agrees that any failure to take prompt, diligent, and reasonable action to limit the extent of any alleged damages shall be a complete bar to the recovery of any loss that could have been reasonably mitigated.

G. Client Affirmation of Due Diligence

The Client affirms that it has conducted its own due diligence concerning the suitability and risks associated with the services and deliverables, including without limitation, the inherent risks of digital marketing platforms, website hosting, and the volatility of search engine results. The Client assumes the entire commercial risk for the success or failure of the services, and further warrants that the Client’s selection of TPM and the services provided is solely based on its own independent business judgment and not on any projected outcomes or performance representations made by TPM.

H. Client’s Sole Responsibility for IT System Security

The Client expressly acknowledges that TPM's access to Client systems, including hosting environments and advertising platforms, is limited solely to the performance of services. The Client retains full, absolute, and continuing responsibility for the overall security, patch management, and vulnerability scanning of all Client hardware, network infrastructure, operating system software, and proprietary data. TPM shall have no obligation or liability for any security incident, data breach, or system intrusion originating from or related to the Client’s own IT environment, and the Client’s indemnity obligation in Section 20 extends to any claim arising from the compromise of the Client's systems or network.

I. Materials Processing Fee for Unformatted Content

If the Client provides content, instructions, or materials (whether text, data, or media) that are not in the final, digital, compiled, or deployable format reasonably requested by TPM (e.g., providing handwritten notes, verbal content, or non-structured documents requiring transcription, compilation, or substantial formatting by TPM), the time spent by TPM’s personnel to process, compile, transcribe, or prepare those materials for use in the Deliverables shall be automatically billed to the Client. This time will be tracked and charged at the TPM Base Hourly Rate of $120 CAD per hour, plus applicable taxes, subject to the minimum one (1) hour billable increment defined in Section 2.A. The Client expressly acknowledges this fee is for non-specialized preparation work caused by the Client’s failure to adhere to material requirements.

J. Client's Exclusive Responsibility for Accessibility Compliance

The Client acknowledges that TPM’s standard services do not include, and the fees do not cover, any legal or technical auditing, development, testing, or remediation required to ensure that the Deliverables comply with any accessibility laws, standards, or guidelines, including but not limited to WCAG, ADA, or AODA. The Client warrants that it is solely and absolutely responsible for understanding, implementing, auditing, and maintaining compliance with all applicable federal, provincial, and local accessibility requirements in any jurisdiction where the Deliverables are used or accessed. The Client’s indemnification obligation under Section 20 expressly extends to any and all claims, demands, fines, penalties, damages, settlements, and legal expenses, including full indemnity legal costs, arising from or related to any failure of the Deliverables to comply with any accessibility law, standard, or regulation.

K. Client Cyber Insurance and Additional Insured Status

The Client is solely and absolutely responsible for all risks associated with the security of its systems and data. The Client shall, at its sole cost, procure and maintain throughout the term of this Agreement and for twelve (12) months thereafter, a comprehensive Cyber Liability Insurance Policy with coverage limits no less than One Million Canadian Dollars (CAD $1,000,000) per occurrence. The Client shall take all necessary steps to name Triple Peak Marketing (TPM) as an Additional Insured on the policy for any claims related to the security of Client systems or any data breach incidents arising from, or in connection with, TPM's permitted access to the Client's systems and accounts. The Client shall provide TPM with a Certificate of Insurance evidencing such coverage and additional insured status upon the signing of this Agreement and upon each renewal. Failure to maintain the required insurance shall constitute an irremediable Material Breach of this Agreement.

L. Absolute Exclusion of High-Risk Technical Services

The Client expressly acknowledges and agrees that the services provided by TPM do not include, and TPM is absolutely excluded from all liability and responsibility for: (i) Payment Card Industry Data Security Standard (PCI DSS) compliance; (ii) Direct handling, processing, or storage of sensitive personal data or protected health information (PHI); (iii) Internal corporate security policy and infrastructure management (e.g., firewall, anti-virus, employee access); or (iv) Regulatory compliance advice or auditing (e.g., securities laws, food and drug safety, or financial regulations). The Client is exclusively responsible for retaining qualified legal and security professionals for all such matters, and the Client’s indemnity in Section 20 is triggered absolutely by any claim related to these excluded services.

M. Foreign Data and Privacy Compliance

The Client is solely and absolutely responsible for understanding, implementing, and maintaining compliance with all privacy, data protection, and cross-border data transfer laws, regulations, and statutes applicable to the Client's business or jurisdiction (including but not limited to the European Union's General Data Protection Regulation (GDPR) or any equivalent US state or international law) (collectively, "Foreign Data Regulations"). The Client expressly warrants that it has a lawful basis, as required by all Foreign Data Regulations, to collect, process, and provide all data and information (including personal data) to TPM in Canada. The Client acknowledges that TPM's services are primarily designed for Canadian businesses and compliance. The Client’s indemnification obligation under Section 20 is expressly triggered and extends to any and all fines, penalties, damages, or legal expenses (including full indemnity legal costs) levied against or incurred by TPM that arise from or are related to any alleged non-compliance with Foreign Data Regulations, regardless of the cause, including any claim that TPM's processing of the Client's data violates such regulations.

N. Client Warranties for Commercial Electronic Messages (CEMs)

The Client acknowledges that TPM may provide services that involve the creation, deployment, or sending of Commercial Electronic Messages (CEMs) on the Client’s behalf (e.g., email marketing). The Client irrevocably warrants and represents that, for any and all email addresses, phone numbers, contact lists, or other electronic contact information provided to TPM for use in any CEM campaign, the Client has obtained, and will continuously maintain, valid, express, non-revoked consent from each recipient, which consent fully complies with all requirements of Canada's Anti-Spam Legislation (CASL) and all other applicable anti-spam and privacy laws. The Client further warrants that it has a clear, audit-ready record of such consent and will provide evidence of consent to TPM immediately upon request. The Client’s indemnification obligation in Section 20 is absolutely and non-negotiably triggered by any fine, penalty, action, or loss (including legal fees on a full indemnity (solicitor and own client) basis) levied against or incurred by TPM that arises from or relates to a lack of valid CASL consent, or any other non-compliance, for any CEM sent on the Client's behalf or through the Client’s systems.

O. Client Mandatory System Audit Upon Incident

In the event of any unauthorized access, data breach, or security incident on Client systems or accounts used in the performance of this Agreement, the Client grants TPM the immediate, non-revocable right to appoint a third-party, independent, and certified forensic security auditor of TPM’s choosing to conduct a full audit of the affected Client systems, network, and data. The Client shall bear the sole and absolute cost of this audit, which must be paid to TPM immediately upon demand, regardless of the audit's findings. This obligation survives termination.

P. Regulatory Response and Audit Costs

The Client acknowledges that TPM is not a legal or regulatory compliance firm. In the event that TPM is required or requested (whether by subpoena, administrative request, or voluntary cooperation) to dedicate time, resources, or personnel to respond to or cooperate with any regulatory body, governmental authority (federal, provincial, or local), or third-party platform audit or inquiry—where such inquiry arises from or relates to the Client's business practices, content, data, or alleged non-compliance with any law, regulation (including CASL or privacy legislation), or platform policy—the Client shall be solely liable for all associated costs. All time spent by TPM personnel, including principals, in responding to or assisting with such an audit, inquiry, or investigation shall be billed at the Premium Hourly Rate for After-Hours Work (Section 2.B), regardless of when the work is performed, subject to a minimum charge of five (5) hours. The Client further agrees to indemnify and hold harmless TPM against all penalties, fines, or fees levied against TPM by the inquiring body as a result of the Client’s underlying issue.

Q. Continuous Client Warranty and Notice of Change

The Client continuously represents and warrants throughout the Term of this Agreement that: (i) all Client information and contact details provided to TPM are current, accurate, and complete; (ii) the Client maintains the legal authority to enter into and be bound by this Agreement; and (iii) the specific individuals providing approvals, direction, or access (whether verbal, electronic, or written) are and remain legally authorized agents of the Client. The Client shall immediately provide TPM with written notice (within 24 hours) of any change in the Client's corporate structure, legal name, ownership, or the identity or authority of its primary contact or representative. Failure to provide such immediate notification shall constitute a Material Breach.

R. Forfeiture and Deletion of Work-in-Progress

The Client acknowledges that during the performance of services, TPM may grant limited access to incomplete work, internal assets, draft files, development servers, staging environments, internal project dashboards, or any work not yet approved and released as a final Deliverable (collectively, "WIP"). The Client’s limited right to access or review any WIP is contingent upon the Client’s continuous compliance with this Agreement. Upon any termination, suspension, cancellation, or Material Breach of this Agreement, the Client’s right to access, view, or retain any WIP immediately and automatically terminates. The Client shall, within twenty-four (24) hours of written notice from TPM, irrevocably delete and cause to be deleted all copies, drafts, screenshots, electronic records, and any derivative works of the WIP from all Client systems and devices, and shall provide a written certification of deletion to TPM upon request. The unauthorized retention, use, modification, or distribution of any WIP shall be deemed an act of copyright infringement and a Material Breach, automatically triggering the full Liquidated Damages provisions of Section 21.D (set at $25,000 CAD per instance) and the Client's obligation to pay full indemnity legal costs to TPM.

S. Mandatory Client Credential Rotation

The Client must rotate and secure all passwords and access credentials provided to TPM (including for hosting, advertising, and email accounts) at least once every ninety (90) calendar days and immediately following any change in the Client’s authorized personnel. Failure to perform this mandatory credential rotation is an irremediable Material Breach of this Agreement.

T. Client Warranty for Cross-Border Processing

The Client expressly warrants that it has received all necessary consents, and that its internal corporate policies, regulatory obligations, and compliance requirements permit TPM to process, access, transmit, and store Client data, including any Personal Information, on TPM’s internal systems, software, and third-party cloud platforms located both within Canada and outside of Canada (including, without limitation, the United States). The Client’s indemnification obligation in Section 20 is absolutely triggered by any claim or penalty arising from the Client’s failure to secure consent or authorization for such necessary cross-border data processing.

U. Privacy Roles and Data Processing Authority

The Client expressly acknowledges and warrants that it is the sole Data Controller (or equivalent Party determining the purposes and means of processing) for all Personal Information provided to, or processed by, TPM in connection with the services. TPM is retained exclusively as a Data Processor (or Service Provider) acting solely on the documented instructions of the Client and for the specific purposes of this Agreement. The Client shall retain, at all times, full, absolute, and continuing responsibility for ensuring the lawfulness of all data processing, including, without limitation, obtaining and maintaining all necessary consents, providing all required statutory notices, and ensuring compliance with all data subject rights under all applicable federal, provincial, and international privacy laws, including but not limited to PIPEDA and the European Union's General Data Protection Regulation (GDPR). The Client’s indemnification obligation in Section 20 is absolutely triggered by any claim, fine, or penalty arising from the Client’s failure to comply with these obligations. Furthermore, the Client agrees that any time spent by TPM personnel responding to Client data subject access requests, regulatory audits, or privacy inquiries regarding the Client’s data shall be billed to the Client at the Premium Hourly Rate for After-Hours Work ($150 CAD per hour), regardless of when the work is performed.

V. Subpoena and Legal Discovery Indemnity

The Client shall be solely liable for and agrees to indemnify TPM against all costs and expenses (including full indemnity legal fees) incurred by TPM in responding to any subpoena, document request, order for production, discovery proceeding, or other mandatory legal demand arising from or related to the Client’s business, data, or a dispute to which TPM is not a named party. All time spent by TPM personnel, including principals, in gathering, reviewing, or producing documents, communicating with counsel, or testifying shall be billed to the Client at the Premium Hourly Rate for After-Hours Work ($150 CAD per hour), regardless of when the work is performed, subject to a minimum charge of five (5) hours per occurrence. The Client further agrees to pay all such fees immediately upon demand.

W. System Interoperability and Legacy Systems Disclaimer

The Client acknowledges and warrants that TPM's services and Deliverables are developed and intended for compatibility exclusively with modern, currently supported, and commercially available hardware, operating systems, and third-party software releases (e.g., the latest two major versions). The Client is exclusively responsible for ensuring the compatibility of the Deliverables and TPM's services with the Client's own systems and network infrastructure. TPM shall bear no liability whatsoever for any failure, defect, performance degradation, security vulnerability, or service interruption arising from the integration or use of the Deliverables or services with the Client's legacy systems, custom or proprietary APIs, non-standard operating environments, or any third-party software that is no longer receiving standard manufacturer support or updates. The Client's indemnity obligation under Section 20 is absolutely triggered by any claim arising from or related to the use of such unsupported systems.

X. No Fiduciary Duty Arising from System Access

The Client expressly acknowledges that TPM's access to, monitoring of, or management of the Client's systems, platforms, and accounts (including hosting, advertising, or social media credentials) is strictly limited to the performance of services under this Agreement and is granted solely for TPM's operational convenience. The Client agrees that such access does not create, impose, or imply any equitable, financial, or legal fiduciary duty upon TPM. TPM's relationship and duties to the Client remain solely defined by the strict contractual covenants set forth in this Agreement, and the Client irrevocably waives any claim, defense, or assertion that TPM owes or has ever owed any fiduciary duty related to system security or financial oversight.

Y. Client Warranty of Pre-Existing Asset Integrity

The Client expressly warrants and represents that all digital systems, websites, advertising accounts, and data provided to TPM are free from malware, viruses, unauthorized backdoors, and critical security vulnerabilities at the time of the earliest initiating event. The Client acknowledges that TPM is not a cybersecurity auditing firm and is entitled to rely on this warranty. The Client assumes sole and absolute liability for any loss, damage, or data breach arising from "legacy" security flaws, compromised credentials, or technical defects that existed prior to TPM’s access. The Client’s indemnification obligation in Section 20 is expressly triggered by any third-party claim or internal loss resulting from the Client’s breach of this warranty of integrity.

Z. Shadow IT and Unauthorized System Modifications

TPM shall have zero liability for any security breaches, data loss, or system failures arising from "Shadow IT"—defined as any third-party software, plugins, scripts, or access permissions installed or granted by the Client or its agents without TPM’s express, written audit and prior approval. The Client assumes full and absolute liability for any vulnerability introduced to the environment by the Client's own actions or those of its internal staff. If TPM is required to remediate a breach caused by "Shadow IT," such work shall be billed at the Premium Hourly Rate of $150 CAD per hour, subject to a five (5) hour minimum.

7. Client Warranties and Intellectual Property Indemnity

The Client hereby warrants and represents to Triple Peak Marketing (“TPM”) that all materials, content, data, and instructions furnished to TPM are accurate, complete, lawful, and non-infringing, and do not misappropriate or violate any intellectual property rights, publicity rights, privacy rights, or other proprietary rights of any third party. The Client bears full responsibility for the legality and ownership of all materials it provides. The Client acknowledges that TPM’s standard operational procedure involves original and sole authorship of Deliverables, thereby minimizing reliance on third-party intellectual property, except for necessary and incidental licensed components as defined in Section 21.B. THE CLIENT EXPRESSLY STIPULATES THAT ALTHOUGH TPM IS RETAINED BY THE CLIENT, TPM DOES NOT "WORK FOR" THE CLIENT IN AN EMPLOYMENT OR SUBORDINATE CAPACITY; RATHER, TPM IS AN INDEPENDENT ENTITY PROVIDING SPECIALIZED PROFESSIONAL SERVICES. TPM RETAINS ABSOLUTE OPERATIONAL INDEPENDENCE AND IS NOT SUBJECT TO THE CLIENT'S INTERNAL HIERARCHY, DISCIPLINE, OR ADMINISTRATIVE CONTROL.

The Client agrees to indemnify, defend, and hold harmless TPM and its officers, directors, employees, agents, and subcontractors (collectively, the “Indemnified Parties”) from and against any and all claims, demands, actions, liabilities, losses, damages, or expenses, including reasonable legal fees, court costs, and disbursements, arising directly or indirectly from (i) any breach of the Client’s warranties, (ii) any content, materials, or data provided by the Client, or (iii) any use, modification, or deployment of the Deliverables by the Client that violates applicable law or third-party rights. The Client’s obligation to indemnify legal costs shall be on a full indemnity basis. CRUCIALLY, TPM SHALL NOT PERFORM ANY ACT, DEPLOY ANY ASSET, OR EXECUTE ANY DIRECTIVE THAT IS ILLEGAL, UNETHICAL, OR IN VIOLATION OF FEDERAL, PROVINCIAL, OR INTERNATIONAL LAW. TPM shall not be responsible for any infringement claims arising from the Client’s materials or from any modification of the Deliverables made by the Client without TPM’s prior written consent. The Client further acknowledges that any breach of its content warranties that results in revocation of TPM’s License shall trigger the Liquidated Damages penalty set forth in Section 21.D. SHOULD THE CLIENT REQUEST, MANDATE, OR PROVIDE MATERIALS OR INSTRUCTIONS THAT ARE LATER FOUND BY A COURT, REGULATOR, OR PLATFORM ADJUDICATOR TO BE ILLEGAL, INFRINGING, OR NON-COMPLIANT, THE CLIENT EXPRESSLY AGREES THAT TPM SHALL HAVE ZERO LIABILITY FOR THE EXECUTION OF SAID REQUEST.

The Client warrants that, as of the effective date of services, it is not subject to any existing or threatened litigation, claim, or proceeding that could materially impair its ability to perform under this Agreement, and that no outstanding claim exists against TPM relating to any prior engagement. The Client further warrants that entering into and performing under this Agreement does not conflict with or breach any other contractual obligation by which the Client is bound. THE CLIENT WARRANTS THAT IT HAS PERFORMED ITS OWN LEGAL DUE DILIGENCE ON ALL DIRECTIVES ISSUED TO TPM.

A. Right to Refuse or Modify Client Content

The Client acknowledges and agrees that Triple Peak Marketing (TPM) reserves the absolute right, in its sole and reasonable discretion, to refuse to use, post, or modify any content, materials, data, or instructions provided by the Client that TPM deems to be unlawful, offensive, discriminatory, defamatory, fraudulent, in breach of any third-party intellectual property rights, or in violation of any applicable federal or provincial laws, regulations, or third-party platform Terms of Service (including social media or search engine policies). Should TPM refuse content, the Client must promptly provide suitable alternative materials. TPM shall not be held liable for any resulting project delays, service suspension, loss of business, or any other damages or consequences, and the Client remains fully responsible for the cost of all services, even if content cannot be used as originally intended.

B. Warranty of Synthetic Media and "Deepfake" Authenticity

The Client expressly warrants and represents that any AI-generated human likeness, "Virtual Influencer," cloned voice, or biometric data provided to TPM has been fully and legally licensed for commercial use. The Client assumes 100% of the legal risk regarding the "Right of Publicity." TPM has zero duty to perform forensic detection on Client-provided assets. The Client shall indemnify and hold TPM harmless against any litigation or regulatory action arising from the use of "Deepfakes" or unauthorized AI-generated likenesses.

C. Warranty of Synthetic Media Authenticity

The Client warrants that any AI-generated human likeness, virtual influencer, cloned voice, or biometric data provided to TPM has been fully and legally licensed for commercial use. The Client assumes 100% of the risk regarding the "Right of Publicity" and synthetic identity laws. TPM has zero duty to perform forensic detection on Client-provided assets. The Client shall indemnify and hold TPM harmless against any litigation or regulatory action arising from the use of synthetic likenesses provided by the Client.

8. Disclaimer of Warranties

All services and Deliverables provided by TPM under this Agreement are provided strictly “AS IS” and “AS AVAILABLE,” unless expressly stated otherwise in a written instrument executed by TPM. TPM makes no warranties of any kind whatsoever, whether express, implied, statutory, or otherwise, including any warranties of accuracy, reliability, completeness, merchantability, fitness for a particular purpose, or non-infringement of third-party rights. To the maximum extent permitted by Alberta law in a commercial contract, TPM expressly disclaims and excludes all implied and statutory warranties, terms, and conditions, including those arising under the Sale of Goods Act (Alberta), with respect to the services or Deliverables, including Print Services.

The Client expressly understands and agrees that any reliance on TPM’s services, Deliverables, or information is at the Client’s sole and absolute risk. The Client acknowledges that this disclaimer of warranties constitutes a fundamental basis of the bargain between the Parties. TPM shall not be liable for any failure, delay, interruption, or deficiency caused by circumstances beyond its reasonable control, including technical failures, service interruptions, or system unavailability. If any portion of this disclaimer is held unenforceable by a court, the Parties agree it shall be reformed to the maximum extent enforceable under the laws of Alberta.

A. Platform and Browser Compatibility Disclaimer

TPM makes no warranty or representation that any Deliverables, including websites, applications, or software, will be compatible with all operating systems, browsers, devices, or environments. TPM warrants compatibility only with the then-current versions of the three (3) most commonly used web browsers and standard operating systems, as determined solely by TPM at the time of final delivery. The Client is solely responsible for verifying compatibility with its own systems, configurations, and use cases, and TPM shall bear no liability for performance, functionality, or display issues arising from outdated, non-standard, or unsupported software or hardware. Any request for testing or compatibility beyond this scope must be expressly approved in writing by TPM and shall constitute Out-of-Scope Project Work billable pursuant to the Base Hourly Rate in Section 2.A.

B. Acknowledgment of Commercial Risk and Volatility

The Client expressly acknowledges that all digital marketing, SEO, and advertising services are inherently speculative, volatile, and subject to factors entirely beyond TPM’s control, including search engine algorithm changes, platform policy updates, market forces, economic conditions, and competitor actions. The Client warrants and acknowledges that TPM has made no representations, promises, or guarantees regarding any financial outcome, return on investment (ROI), rankings, traffic levels, conversions, or sales. The Client confirms that its decision to engage TPM is based solely on its own independent commercial judgment and risk assessment.

The Client further acknowledges and agrees that the services may produce no positive results and may result in adverse outcomes, including declines in rankings, increased advertising costs, account limitations, or account suspensions. The Client expressly assumes all commercial risk, responsibility, and liability for any such outcomes, and TPM shall bear no responsibility or liability for the success or failure of the Client’s business, campaigns, or digital performance.

C. Generative AI Content Disclaimer and Exclusion of Liability

The Client acknowledges that TPM may utilize Generative Artificial Intelligence (AI) platforms and tools in the creation of content, copy, or media assets (the “AI-Generated Content”). TPM provides no warranty or guarantee whatsoever as to the accuracy, originality, legality, or freedom from infringement of any AI-Generated Content. The Client shall bear the sole and absolute risk, responsibility, and liability for all consequences, including without limitation, claims of defamation, intellectual property infringement, non-compliance with statutory regulations, or factual inaccuracies arising from the use of any AI-Generated Content incorporated into the Deliverables, even if that content was selected or integrated by TPM. The Client’s indemnification obligation in Section 20 expressly and absolutely extends to any and all third-party claims, lawsuits, or actions (including those concerning copyright, database rights, or misappropriation) arising from the use of, or the alleged training or source data within, the Generative AI model or tool used by TPM to create the AI-Generated Content. 

AI-Generated Content Ownership: TPM provides no warranty or representation that any AI-Generated Content is capable of being protected by copyright, trademark, or other intellectual property registration under the laws of Canada or any other jurisdiction. The Client assumes the entire risk that such content may be deemed part of the "Public Domain" or otherwise unclaimable as the Client's exclusive property. TPM shall have zero liability if the Client is unable to secure a trademark or copyright for any Deliverable containing AI-Generated elements.

AI-Generated Technical Risk: The Client acknowledges that AI-generated code, scripts, or data are experimental. TPM’s integration of AI tools is at the Client’s request for efficiency; the Client assumes 100% of the risk that AI-generated output may contain 'bugs,' security vulnerabilities, logical errors, or 'bad code.' TPM shall have zero liability for system crashes, data loss, or security breaches arising from the functionality or failure of Third-Party AI models.

Experimental Technology Acknowledgment: The Client acknowledges that Generative AI is an "experimental" and "non-deterministic" technology. Errors, factual "hallucinations," or "bad code" produced by AI and subsequently integrated into Deliverables are agreed to be "Inherent Technical Risks" and do not constitute professional negligence, a failure of the standard of care, or a breach of warranty by TPM.

Professional Oversight Warranty: TPM warrants that all AI-Generated Content incorporated into final Deliverables has undergone 'Human-in-the-Loop' review by TPM personnel to ensure it meets the professional standards of the industry. However, the Client stipulates that this review does not relieve the Client of their absolute duty to perform the Final Forensic Review under Section 6.

The Client warrants that all materials provided to TPM have been reviewed by a human for accuracy and legality. The Client expressly waives any 'Hallucination Defense,' whereby the Client claims they were unaware of inaccuracies in materials provided to TPM because they were generated by an AI.

D. No Legal, Financial, or Tax Advice

The Client expressly acknowledges and warrants that TPM is retained exclusively as a commercial digital marketing and design agency and is not a law firm, accounting firm, financial advisor, or tax consultant. All strategic guidance, recommendations, or content suggestions provided by TPM (including advice related to pricing, regulatory disclosures, or compliance of advertising copy) are provided solely for marketing and commercial purposes, and are not, and shall not be relied upon by the Client as, legal, financial, accounting, or tax advice. The Client assumes absolute and exclusive responsibility to seek independent, qualified professional advice regarding the legality, compliance, or tax implications of its business, content, and the Deliverables. TPM shall bear no liability whatsoever for any fine, penalty, tax assessment, or loss arising from the Client’s failure to seek such advice or to comply with applicable laws.

E. Explicit Waiver of Quantum Meruit and Unjust Enrichment

The Client expressly and irrevocably waives, surrenders, and releases any and all rights or claims based on the equitable remedies of Quantum Meruit (the reasonable value of services rendered) and unjust enrichment that may arise from the non-performance, termination, or cancellation of this Agreement. The Client acknowledges that this waiver is a fundamental and material component of the pricing structure and the non-refundable fee provisions of Section 15.

F. Disclaimer of Platform Partnership Reliance

The Client expressly acknowledges that the designation of TPM as a 'Partner,' 'Premier Partner,' 'Certified,' or any similar status conferred by a Third-Party Platform (e.g., Google, Meta) is a marketing designation for which TPM has qualified and is provided strictly for promotional purposes only. The Client warrants and agrees that it has not relied upon such designations as a representation, warranty, or guarantee of any specific performance, outcome, or result, and this status in no way alters the absolute disclaimers of liability and warranty set forth in Sections 8, 19, and 20. The Client assumes all risk that such a third-party status may be revoked or altered.

G. Absolute Client Duty to Verify and Fact-Check AI Content

The Client acknowledges that Generative AI tools (as defined in Section 8.C) are subject to "hallucinations," factual inaccuracies, and the generation of false information. The Client assumes a non-delegable and absolute duty to review, verify, and fact-check the accuracy, legality, and truthfulness of all Deliverables—including but not limited to contact information, pricing, statistics, and professional claims—prior to any public use or deployment. TPM provides no warranty for the factual accuracy of AI-generated assets. The Client’s approval of a Deliverable (whether express or deemed under Section 10.A) constitutes a final and irrevocable waiver of any claim against TPM for errors, omissions, or legal non-compliance within that content.

H. Client as Final Adjudicator of Truth and Legality

The Client acknowledges that TPM may utilize automated tools and Generative AI to produce initial drafts of copy, data, and media. The Client assumes a non-delegable and absolute duty to verify every factual claim, statistic, pricing detail, and legal representation contained within the Deliverables prior to use. The Client’s approval (whether express or deemed under Section 10.A) constitutes a conclusive warranty by the Client that the content is factually accurate, non-defamatory, and legally compliant in all jurisdictions where it will be displayed. TPM shall have zero liability for "hallucinations," factual inaccuracies, or compliance failures once the content has been submitted for Client review.

I. Administrative and Minor Clerical Errors

The Client acknowledges that the nature of high-volume digital work involves manual entry and technical complexity. TPM shall have zero liability for minor clerical errors, typographical mistakes, broken links, or "glitches" within the Deliverables. The Client assumes a mandatory duty to perform a "Final Proof" of all live assets. The Client’s failure to report a minor error within forty-eight (48) hours of deployment constitutes a final waiver of any claim for damages or fee abatement related to that error.

J. Professional Judgment and Aesthetic Subjectivity

The Client acknowledges that digital marketing and design are inherently subjective fields. TPM shall be deemed to have fully and satisfactorily fulfilled its professional obligations if the Deliverables are produced in accordance with standard industry practices and the agreed-upon scope. The Client expressly agrees that dissatisfaction with aesthetic choices, "creative direction," or stylistic preferences does not constitute a breach of contract, a failure of performance, or a valid basis for the withholding of any Fees. TPM makes no warranty that the Deliverables will be perceived as "successful" or "appealing" by the Client's subjective internal standards.

K. AI-Generated Content and Defamation Safe Harbor

The Client acknowledges that TPM acts as a mere technical conduit and "Service Provider" regarding AI-Generated Content. The Client assumes the role of "Publisher" and "Editor-in-Chief" for all Deliverables. The Client is solely and absolutely responsible for reviewing all content for libel, slander, or defamation. TPM shall have zero liability for any claims arising from the "hallucination" of defamatory statements by AI tools. The Client’s approval of a Deliverable constitutes an absolute warranty that the content is non-defamatory and a full indemnity of TPM for any third-party libel claims.

L. Waiver for Agentic AI Autonomous Decisions

The Client acknowledges that TPM utilizes autonomous AI Agents to optimize real-time bidding, creative assembly, and content distribution. The Client grants TPM irrevocable authority to allow these systems to make micro-adjustments to campaigns without human oversight for every individual iteration. The Client stipulates that any "hallucination," budget fluctuation within 10% of daily caps, or unintended creative pairing generated by these agents constitutes an "Inherent Technical Risk" and NOT professional negligence.

9. Monthly Services

Triple Peak Marketing ("TPM") provides Monthly Services billed individually on a recurring basis. The Client acknowledges and agrees that all Monthly Services are billed in arrears, meaning the invoice is issued following the completion of the prior month of service. The Client stipulates that payment is for the availability and professional engagement of TPM resources, and is never contingent upon the Client’s subjective satisfaction or specific commercial outcomes.

Automatic Renewal and Invoicing: The Agreement for Monthly Services automatically renews at the end of each billing cycle in perpetuity. To prevent renewal, the Client must provide sixty (60) days' written notice of cancellation (the "Notice Period") as strictly governed by Section 17. The Client remains fully liable for all Fees during the Notice Period, regardless of whether they elect to utilize the services during that time. Invoices are issued on the second-last business day of each month.

Payment Obligation: Payment is due strictly on the date specified on the invoice. Failure to remit payment by the due date constitutes an immediate Material Breach. In the event of such breach, TPM shall exercise its unilateral right to suspend or terminate all services immediately and without notice, invoking the self-executing remedies, administrative lockouts, and "Kill-Switch" protocols defined in Section 15.I and Section 38.

Out-of-Scope Services & Technical Creep: Any task, modification, or request falling outside the "Definitive Scope" in Section 9.B shall be billed at the TPM Base Hourly Rate of $120 CAD per hour, plus taxes. TPM reserves the exclusive and final discretion to determine if a request is Out-of-Scope. The Client acknowledges that changes in third-party software, APIs, or platform requirements that necessitate additional TPM labor to maintain existing functionality shall be billed as Out-of-Scope work.

A. SEO and Search Ranking Disclaimers

The Client acknowledges and agrees that if Monthly Services include search engine optimization (SEO), content marketing, or related activities intended to improve organic search performance:

• Absolute Lack of Control: TPM has no control over the "black-box" algorithms of third parties (e.g., Google, Bing).
• No Guarantees: TPM expressly disclaims any guarantee of rankings, traffic, clicks, or lead volume.
• Disclaimer of Zero-Click and SGE Outcomes: The Client acknowledges that modern search engine results often utilize AI-generated summaries (Search Generative Experience) which may satisfy a user’s query directly on the results page. The Client expressly agrees that TPM shall have zero liability for a decrease in click-through rates (CTR) or total website traffic, provided that the agreed-upon technical SEO optimizations have been performed.
• Ranking vs. Traffic Distinction: The Client stipulates that TPM’s performance is measured by the execution of SEO best practices and keyword visibility, not by the volume of resulting clicks. The Client waives any claim for "performance failure" based on platform-level changes to how search data is displayed or the rise of "Zero-Click" searches.
• Absolute Traffic Evaporation Waiver: The Client stipulates that "Organic Search Traffic" is a third-party commodity. TPM shall have zero liability for "Traffic Evaporation" or the total loss of website visibility caused by platform-wide shifts to AI-summarization (e.g., Google SGE or Search Generative Experience). The Client expressly waives any "Failure of Purpose" or "Frustration" claim if a Third-Party Platform ceases to provide referral traffic to the Client's website. TPM’s performance is measured solely by technical output, not the volume of third-party referral traffic.
• Volatility Risk: Search engine results are volatile. The Client assumes the entire commercial risk of ranking fluctuations. TPM shall have zero liability for "lost revenue" or "business interruption" resulting from a drop in search visibility, regardless of the cause.
• Algorithm Updates: Significant declines in performance due to broad core algorithm updates do not constitute a failure of TPM's performance or a breach of this Agreement.
• The Client assumes all risk related to the effectiveness of SEO and marketing efforts, and TPM shall not be liable for any losses or damages resulting from fluctuations, reductions, or failure to improve search engine rankings or organic traffic.

B. Definitive Scope of Monthly Recurring Services

The Client acknowledges and agrees that the term "Monthly Services" (or "Monthly Recurring Services") as used throughout this Agreement shall definitively, unless otherwise agreed in writing by the Parties, encompass the following professional activities, as well as any additional services expressly agreed to in writing between TPM and the Client, whether in an order form, statement of work, addendum, proposal, or other written confirmation:

• Website Management: Routine security monitoring, plugin/theme updates, and minor content updates to existing pages only. Unless agreed, Does not include new page creation, structural redesigns, or custom coding.
• Inventory Feed Management: Technical synchronization and troubleshooting of existing digital product feeds. Does not include manual data entry or cleaning of corrupted Client source data.
• Third-Party Vendor Management (Liaison): Coordination with external providers. TPM acts as a technical intermediary only. The Client is solely responsible for all third-party costs and performance failures pursuant to Section 14.
• Search Engine Optimization (SEO): Ongoing maintenance of on-page elements and metadata.
• Social Media Management (SMM): Organic content scheduling. TPM maintains absolute and unfettered creative autonomy. The Client waives any right to "hold" or "veto" posts unless a specific "Pre-Approval Addendum" has been executed at a premium rate.
• Email Management: Basic mailbox administration and migration support for supported modern platforms only.

Conclusive Out-of-Scope Trigger: Any additional request exceeding two (2) cumulative hours of labor per month for any individual category above (unless otherwise specified and agreed to by TPM) shall be automatically billed as Out-of-Scope work at the Base Hourly Rate ($120 CAD/hour) without the requirement of additional notice to the Client.

C. Disclaimer of Third-Party "Algorithmic Attacks"

TPM shall have zero liability for a sudden loss of search visibility caused by "Negative SEO" or "Algorithmic Sabotage" initiated by third parties (e.g., toxic backlink injections or AI-bot spamming). The Client assumes the entire risk of being targeted by digital competitors. TPM’s duty is strictly limited to the performance of defensive technical SEO, and remediation of a third-party attack is Out-of-Scope work billed at the Premium Rate ($150 CAD/hr).

10. Project Services (Website and Graphic Design)

The commencement of project-based services, including but not limited to website development and graphic design, shall be strictly conditional upon the concurrent satisfaction of two (2) definitive prerequisites by the Client: the provision to TPM of all necessary project content, materials, and credentials (defined herein as final, structured, compiled, digital, print-ready, or deployable text, high-resolution imagery, and necessary access credentials) (the “Required Materials”); and the receipt by TPM of a non-refundable upfront remittance equal to fifty percent (50%) of the total project fee (the "Deposit"). All project-based services, including website design, graphic design, and other one-off projects, are billed according to the agreed-upon project scope. A 50% deposit is required upfront to secure the project and commence work. The remaining 50% balance is due upon project completion, prior to final delivery of all completed work. Any additional work requested that falls outside the original scope will be billed separately at the standard hourly rate as performed. Payments are non-refundable once work has begun, and clients are responsible for ensuring timely payment of both deposit and remaining balance to avoid delays in project delivery. The Client irrevocably stipulates and warrants that this Deposit is a non-refundable, fully earned Liquidated Damage under any and all circumstances, constituting a genuine, non-punitive pre-estimate of TPM's reserved professional resources, scheduling allocation, and opportunity costs.

Finality of Initial Scope and Change Requests: The Project Fee is strictly predicated upon the initial "Statement of Work" or Proposal. Any request for features, pages, or functionality not explicitly listed in the original scope shall be deemed "Project Scope Creep" and will be billed at the TPM Base Hourly Rate ($120 CAD/hr). TPM is under no obligation to perform out-of-scope work until a secondary estimate is authorized by the Client.

Third-Party Technical Volatility: Project Services often rely on third-party plugins, themes, and APIs. The Client acknowledges that TPM has zero control over the pricing, availability, or technical updates of these third-party tools. Should a third-party tool become obsolete, change its pricing model, or lose functionality during the project lifecycle, any labor required by TPM to find and implement a substitute shall be billed as Out-of-Scope work.

Content and Data Migration Waiver: TPM is not responsible for the quality, SEO integrity, or formatting of "Legacy Content" provided by the Client or migrated from a previous environment. TPM provides no warranty that migrated data will be error-free in the new environment. The Client assumes all risk for data corruption during migration and is responsible for all "Manual Cleanup" labor unless explicitly scoped in the Project Fee.

TPM shall retain full, absolute, indefeasible, and exclusive title and ownership of all work products, including, but not limited to, all drafts, source code, designs, and all underlying intellectual property rights (IPR) created through TPM's original and sole authorship in connection with the project. The grant of a license to the Client to use the Deliverables is strictly limited, non-exclusive, non-transferable, and is expressly contingent and immediately and automatically revocable upon the Client's breach of any term, and is fundamentally conditional upon TPM’s prior receipt of the total project fee in full and in cleared funds, as detailed in this Agreement.

The Client is explicitly advised and acknowledges that all delivery timeframes communicated by TPM are intended solely as non-binding estimates for internal resource planning and are subject to unilateral and reasonable adjustment by TPM based on the ultimate complexity of the project, provided TPM furnishes the Client with advance written notice of any expected material changes.

For clarity, graphic design projects are typically delivered for initial proofing within two (2) to ten (10) business days following TPM's receipt of both the Deposit and all Required Materials/information from the Client.

Standard website projects are typically submitted for approval to the Client thirty (30) to ninety (90) business days after receiving the Deposit and all Required Materials/information. Larger website projects, including those with substantial extra work, are typically submitted for approval to the Client up to one hundred eighty (180) business days after receiving the Deposit and all Required Materials/information.

The Client irrevocably waives any right to assert any claim or defense based on project delay, and agrees that any and all delays, impacts, losses, or damages arising from the Client’s failure to provide the Required Materials promptly, late approvals, or the failure or inaction of any third-party service providers shall be the sole and absolute responsibility and liability of the Client. In no event shall TPM be held liable for any resulting extensions to the estimated project timeline, nor shall such delays provide any basis for a reduction in fees, a claim for damages, or an adjustment of project terms.

The Client shall not, under any circumstances, mandate, push, demand, or unilaterally impose any delivery dates, deadlines, or timelines upon TPM. The sole discretion and responsibility for scheduling and allocating professional resources to meet an estimated delivery timeline remains exclusively with TPM. Any attempt by the Client to push, demand, or unilaterally impose an accelerated schedule, deadline, or fixed delivery date on TPM for the purpose of compelling completion outside of TPM’s reasonable professional scheduling shall be deemed a material breach of this Agreement and the professional engagement.

In the event of such a demand, TPM shall, in order to attempt to meet the Client's demand for accelerated completion, reallocate resources and may incur after-hours and premium work costs, invoking the Premium Hourly Rate for After-Hours Work ($150 CAD per hour) for all work performed on the project from the time of the documented demand until completion. The Client acknowledges this premium charge is a bona fide fee for resource reallocation, not a penalty.

A. Included Revisions and Acceptance of Deliverables

The Project Fee incorporates a maximum allowance of two (2) distinct rounds of minor revisions per Deliverable. For the purposes of this Agreement, a 'Minor Revision' is defined strictly and exclusively as the correction of factual typographical errors. Any demand for a change in aesthetic direction, layout, color palette, or tonal strategy—whether subjective or objective—is hereby categorized as Substantial Out-of-Scope Project Work. Such demands shall be billed at the Base Hourly Rate with a mandatory five (5) hour minimum increment, payable in full and in cleared funds prior to the commencement of the requested change. TPM reserves up to five (5) business days following the Client's request for revisions to return a revised proof to the Client, unless the revision request is deemed by TPM, in its sole discretion, to be substantial or to constitute Out-of-Scope Project Work. Any request for testing or compatibility beyond this scope must be expressly approved in writing by TPM and shall constitute Out-of-Scope Project Work billable at the Base Hourly Rate defined in Section 2.A. The determination of whether work falls outside the initial scope shall rest in TPM’s sole and binding discretion. Furthermore, the Client shall be allotted a period of forty-eight (48) hours following the submission of a Deliverable to provide TPM with written notice detailing any requested revisions or specific, valid objections. The Client’s failure or omission to provide written feedback or objections within this stipulated forty-eight (48) hour review period shall constitute a binding, irrevocable, and unchallengeable acceptance and final approval of the Deliverable.

Aesthetic and Chromatic Variance: The Client acknowledges that colors displayed on backlit digital screens (RGB) will inherently differ from physical printed materials (CMYK or Pantone) due to the physics of light versus ink. TPM warrants only industry-standard color matching. TPM provide no warranty that printed results will be an exact 100% chromatic match to the digital proofs seen on a monitor. The Client’s approval of a Deliverable constitutes a final and irrevocable waiver of any claim or refund request based on color variance within industry tolerances.

Any additional services, revisions, or other work requested by the Client that is determined to fall outside the agreed scope of the project, including but not limited to supplemental design work, advanced coding, or revisions not explicitly specified in the initial proposal, will be billed at the TPM Base Hourly Rate of $120 CAD per hour, plus applicable taxes.

B. Client Inaction and Project Suspension

The Client’s provision of timely and adequate materials, feedback, and approvals is a material and non-waivable obligation of this Agreement. If the Client fails to provide necessary materials, approvals, or payment within ten (10) consecutive business days of a documented request from TPM, TPM reserves the absolute, unilateral, and irrevocable right to suspend or pause all work on the project immediately and without liability or requirement to provide notice. The Client acknowledges that during a suspension initiated under this Section, the project’s delivery timeline and all associated milestones shall irrevocably cease to run, and the Client expressly waives any and all claims against TPM for any losses or damages incurred by the Client due to this suspension. The Client will remain fully liable for all fees accrued up to the date of suspension.

C. Deemed Project Abandonment and Reactivation

A project will be conclusively and automatically deemed "abandoned" if TPM receives no communication, materials, or required payment from the Client for a continuous period of thirty (30) consecutive days. Upon being deemed abandoned, the project shall be considered terminated under the terms of Section 17.E, and the Client shall be liable for the corresponding Tiered Cancellation Fee (up to 100% of the Total Project Fee) as defined therein. The initial Deposit and all accrued fees shall be immediately and absolutely forfeited and retained by TPM. Should the Client wish to resume work on a project that was suspended or deemed abandoned, the Client must submit a written request for reactivation. Resumption is subject to TPM’s sole discretion and resource availability. Before work can be rescheduled, the Client shall be required to pay a non-refundable Project Reactivation Fee equal to $500 CAD plus applicable taxes. This fee is a genuine pre-estimate of loss for administrative costs. In addition to this fee, the Client must pay fifty percent (50%) of the original invoice’s remaining balance before work can commence.

D. Final Balance and Withholding of Deliverables

Upon completion of the project, the remaining balance of the total project fee (the "Balance") becomes immediately due and payable without demand or set-off. This Balance must be paid in full prior to the release of any deliverables, intellectual property, or the granting of usage rights to the Client. TPM will retain full and undisputed ownership of all work products, deliverables, and intellectual property created for the Client until the Balance is paid in full. If the Client fails to remit the Balance before the release of deliverables, it shall constitute a material, irreparable breach of this Agreement and an act of copyright infringement, entitling TPM to withhold deliverables, terminate services immediately, or take any lawful actions to recover the amounts owed, including collection costs, legal fees on a full indemnity basis, and accrued interest.

E. Forfeiture of Provided Materials Upon Default or Abandonment

Upon any termination for Client’s Material Breach (Section 15.L) or deemed Project Abandonment (Section 10.C), the Client shall automatically and irrevocably forfeit all ownership and use rights to any unattached or unused materials, content, or intellectual property provided to TPM for the purpose of the project. These materials shall become the absolute, sole, and unencumbered property of TPM, without any compensation due to the Client, to offset TPM’s administrative costs and unrecovered losses and the full forfeiture of such materials is acknowledged as an additional form of Liquidated Damages.

F. Monthly Installment Options, Acceleration of Debt, and Project Stasis Fees

Should TPM, at its sole and absolute discretion, offer the Client a monthly payment plan or installment schedule for Project Services (e.g., website development or large-scale design), the Client expressly acknowledges and agrees to the following:

• Strict Payment Schedule: The Client is under an absolute and "Hell or High Water" obligation (Section 15.U) to make each installment payment on or before the due date specified. The Client expressly agrees that these payments shall not be paused, suspended, or deferred for any reason, including the Client’s own delays in providing content, feedback, or approvals.
• Absolute Non-Refundability: The Client stipulates that these installments represent the ongoing allocation of TPM’s professional resources and specialized labor. Consequently, no part of these payments is refundable for any reason whatsoever, including but not limited to project cancellation, Client dissatisfaction, "change of heart," or business insolvency.
• Acceleration upon Default: Failure to remit any single installment within forty-eight (48) hours of the due date shall constitute a Material Breach. Upon such breach, the total remaining balance of the Project Fee shall become immediately due and payable in full, and TPM shall exercise all Rights Upon Default, including the immediate activation of the "Kill-Switch" protocol (Section 15.Y).
• No Stay of Payment: The Client’s obligation to continue monthly installments is independent of project milestones; payments shall not be stayed, delayed, or set-off due to Client-side delays in providing materials or approvals.
• Payment Independent of Content Quality: The Client’s duty to pay installments remains absolute even if the Client provides incomplete, low-quality, or unformatted materials (Section 6.I). TPM’s inability to progress due to the Client’s failure to provide 'Required Materials' shall not constitute a failure of performance by TPM and shall never provide a basis for the suspension or refund of installment payments.
• Stage-Independent Non-Refundability: The Client acknowledges that TPM’s labor and resource sequestration occur continuously. Therefore, all payments made under an installment plan are strictly and irrevocably non-refundable, regardless of the project's current stage in the production lifecycle.
• Calendar-Based Earning: The Client acknowledges that installment payments are tied to the calendar and TPM's ongoing resource availability, not to the completion of specific project milestones. Each payment is deemed 100% earned by TPM on the first day of the respective billing period, regardless of whether any specific deliverable was submitted or approved during that period.
• No Pro-Rata Recoupment: Even if a project is in the preliminary, wireframe, or "work-in-progress" phase, the Client possesses no right to a pro-rata refund or credit. The act of TPM commencing any phase of production constitutes the full earning of all installments paid or due up to that date.
• Completion Irrelevance: The Client’s obligation to pay is not contingent upon the delivery of a "Final" or "Live" product. Should the Client cancel or the project stall at any point—whether 1% or 99% complete—all previously made payments are forfeited to TPM as liquidated damages for professional time and opportunity costs.
• No Unilateral Pausing: The Client is strictly prohibited from 'pausing' an installment schedule. Should the Client fail to provide materials for more than fourteen (14) days, the installment schedule shall continue as planned. Any request to formally 'pause' a project is subject to TPM’s sole discretion and shall incur a non-refundable Project Stasis Fee of $500 CAD per month to reserve the Client’s slot in TPM's production queue.

11. Website and Social Media Management Services

Triple Peak Marketing ("TPM") provides Website Management Services and Social Media Management (SMM) Services (collectively, the “Services”). The Services are billed on a monthly recurring basis and shall automatically renew at the conclusion of each billing cycle unless the Client provides written notice of cancellation in strict accordance with this Agreement. Failure to provide timely written notice shall constitute the Client’s express consent to renewal and continued billing.

The Client expressly acknowledges and agrees that TPM does not warrant or guarantee website uptime, availability, performance, security, error-free operation, or uninterrupted access for any website hosted, supported, or maintained by third-party providers. To the maximum extent permitted by applicable law, TPM disclaims all liability for any pre-existing defects, vulnerabilities, malware, viruses, coding errors, software or plugin failures, hosting outages, data loss, security breaches, or other incidents arising from or attributable to third-party infrastructure or circumstances beyond TPM’s reasonable control.

Social Media Management (SMM) Autonomy, Scope, and Platform Risk: The Client acknowledges that SMM Services are strictly limited to organic content creation, scheduling, and posting. Paid Digital Marketing, advertising spend management, paid promotions, boosting, or sponsored content are expressly excluded and are governed by separate agreements, terms, and fees. The Client grants TPM full autonomy, authority, and sole professional discretion over the timing, formatting, messaging, and organic publication of content, notwithstanding any materials supplied by the Client. The Client expressly waives any right to prior approval of posts unless otherwise agreed in writing.

Absolute Waiver for Platform-Initiated Actions: The Client acknowledges that Third-Party Platforms (e.g., Meta, TikTok, X, LinkedIn) utilize "Black Box" algorithms and possess the absolute, arbitrary right to shadow-ban, throttle, or delete content even if it complies with platform terms. TPM shall have zero liability for a sudden loss of organic reach, "de-platforming," or account-level restrictions. TPM makes no representations, warranties, or guarantees regarding reach, impressions, engagement, follower growth, conversions, revenue, or business outcomes, and TPM shall not be liable for any reputational harm, lost profits, or adverse reactions arising from content posted in good faith under this Agreement.

Indemnity for "Trend" Copyright and Intellectual Property: Social media marketing often utilizes trending audio, memes, and cultural "stitches." The Client expressly assumes 100% of the commercial and legal risk associated with these assets. TPM provides no warranty that trending audio or "fair use" memes are fully licensed for commercial use by the Client’s specific entity. Any third-party copyright claim or DMCA takedown arising from the use of trending assets requested or approved by the Client shall trigger the full Indemnity in Section 20.

Third-Party Content and Moderation Safe Harbor: TPM acts solely as a service provider and intermediary with respect to third-party comments, posts, and User-Generated Content (“UGC”). The Client retains sole ownership, control, and legal responsibility for its digital platforms and communities as the primary "Publisher." TPM has no affirmative duty to monitor, moderate, remove, or police third-party content, and shall bear no liability whatsoever for defamatory, infringing, harassing, misleading, or unlawful content posted by third parties. TPM’s failure or delay in identifying, hiding, or removing any third-party content shall not constitute negligence, breach, or waiver. The Client agrees to fully indemnify, defend, and hold harmless TPM from any and all claims, damages, penalties, costs, and legal fees arising from third-party content or allegations of moderation or host liability.

Account Access and "Hostile Recovery": In the event that a Client’s social media account is hacked or compromised due to circumstances on the Client’s side (e.g., weak personal passwords or phishing), TPM shall have no liability for resulting reputation damage or loss of data. Any time spent by TPM personnel attempting to recover the account from platform support shall be billed as Emergency Administrative Defense at the Premium Hourly Rate ($150 CAD/hr).

The Client is solely and exclusively responsible for all costs and obligations relating to domain registration, website hosting, software licenses, backups, third-party services, integrations, and platform-related fees, including but not limited to advertising costs, boosting fees, and social media platform charges, unless expressly agreed otherwise in writing. TPM disclaims all liability for failures, interruptions, pricing changes, or service modifications imposed by third-party vendors or platforms outside TPM’s control.

Out-of-Scope Website or SMM Work: Any services, revisions, troubleshooting, enhancements, or tasks determined by TPM, in its sole discretion, to fall outside the agreed scope shall be billed at TPM’s Base Hourly Rate of $120 CAD per hour, plus applicable taxes. The Client expressly authorizes TPM to perform such out-of-scope work upon request and acknowledges that all time estimates are non-binding. Non-payment of out-of-scope charges shall constitute a material breach of this Agreement.

12. Email Services

Triple Peak Marketing ("TPM") offers email management services, which may include setup, migration, and ongoing support. These services are billed on a monthly basis and will automatically renew at the end of each billing cycle unless the Client provides written notice of cancellation in accordance with the provisions outlined in this Agreement. All email services are subject to the same payment, suspension, and renewal terms as described herein.

Absolute Waiver for Data Loss during Migration: The Client acknowledges that email migration is a high-risk technical process. While TPM utilizes industry-standard tools and professional care, TPM provides no warranty against data corruption or the total loss of legacy emails, attachments, or folder structures during the transition between platforms. The Client is under an absolute and non-delegable duty to perform a full local backup of all historical email data prior to the commencement of any migration work. TPM shall have zero liability for "Business Interruption" or "Lost Data" claims arising from the migration process.

Third-Party Platform Stability and Sending Behavior: TPM provides email services through third-party platforms (e.g., Microsoft 365, Google Workspace). The Client acknowledges that TPM shall not be liable for service outages, spam filtering errors, or the "Blacklisting" of the Client’s domain resulting from the Client's own sending behavior (e.g., sending bulk unsolicited messages). TPM is not responsible for any disruptions or failures in service provided by these external platforms.

Inbox Security and Phishing Indemnity: The Client is solely and absolutely responsible for the security of their email accounts, including the management of passwords, access controls, and multi-factor authentication (MFA). TPM shall have zero liability for financial losses (including, without limitation, wire fraud or misdirected payments) resulting from "Business Email Compromise" (BEC), phishing, or unauthorized inbox access targeted at the Client’s personnel. The Client agrees to fully indemnify TPM for any time spent remediating a Client-side security breach.

Mandatory Local Archive Duty: The Client acknowledges that TPM does not provide permanent legal archival services. The Client assumes the sole duty to maintain independent, off-server backups of critical business communications for legal, tax, and compliance purposes.

Out-of-Scope Email Work: Any additional services, including troubleshooting, subsequent migrations, or modifications requested after initial setup, will be billed at the TPM Base Hourly Rate of $120 CAD per hour, plus any applicable taxes. TPM reserves the right, in its sole discretion, to determine the amount of time required to complete such out-of-scope services.

13. Paid Digital Marketing Services

Triple Peak Marketing (“TPM”) offers paid digital marketing services under a minimum commitment of ninety (90) days. Following the successful completion of the initial 90-day minimum commitment, the Agreement for Paid Digital Marketing Services automatically renews on a month-to-month basis unless cancelled in accordance with Section 17. All fees are billed monthly in advance prior to any advertising being placed or managed. The Client acknowledges that all payments for these services are billed monthly in advance. At no point are any fees associated with these services refundable, including but not limited to advertising spend, management fees, setup fees, and any fees arising from start/stop actions.

Zero Liability for Platform Over-Spend: While TPM implements industry-standard budget caps and monitoring, the Client acknowledges that Third-Party Ad Platforms (Google, Meta, etc.) may occasionally over-deliver impressions or experience technical billing "glitches" beyond TPM’s control. The Client expressly assumes the risk for any platform-level over-spending. TPM’s liability for budget management is strictly limited to the correction of settings for future cycles; no cash refunds or reimbursements shall be provided by TPM for funds paid by the Client directly to an Ad Platform.

Mandatory Advertiser Verification and Compliance: The Client assumes absolute and sole responsibility for completing all "Advertiser Verification," "Business Identity," or "Transparency" requirements mandated by Ad Platforms. TPM acts solely as a technical advisor in this process. TPM shall have zero liability for account suspensions or the cessation of advertising resulting from the Client’s failure to provide valid identification or corporate documentation to the platform. Management Fees remain fully due and non-refundable during any such suspension period.

Consent to Algorithmic Creative Assembly: The Client acknowledges that modern ad platforms utilize Artificial Intelligence to autonomously assemble and test ad variations (e.g., Google Performance Max, Meta Advantage+). The Client provides advance, irrevocable consent for the platform to generate these combinations. TPM shall not be liable for "aesthetic dissatisfaction" or perceived brand-inconsistency resulting from the platform’s algorithmic choices. The Client’s approval of individual "Assets" (headlines, descriptions, images) constitutes final approval for all potential AI-generated combinations and placements of those assets.

Management and Intellectual Property: Creation of graphics, videos, and other media assets is included as part of the twenty percent (20%) ad management fee. Notwithstanding the provision of these assets, all intellectual property rights in any media assets, graphics, or content created by TPM remain solely with TPM. The Client is granted only a limited, non-transferable license to use these specific assets solely for the purpose of the active paid advertising campaigns managed by TPM during the term of this Agreement. The Client understands that start and stop actions initiated by the Client will incur an additional non-refundable fee equal to TPM’s Base Rate of $120 plus applicable tax.

Advertising Cost Breakdown: The total cost of advertising campaigns consists of two components: eighty percent (80%) of the total cost is allocated directly to advertising spend; and twenty percent (20%) of the total cost is allocated to TPM’s management fee. The Client acknowledges that the management fee is billed in addition to the advertising spend and is strictly non-refundable.

A. Ownership and Control of Advertising Accounts

The Client acknowledges that if TPM utilizes an Agency Partner Account, an MCC (My Client Center) Account, or a campaign structure where the underlying setup, history, proprietary pixel data, tracking implementation, or optimization logic is owned by or integrated with TPM’s proprietary systems (collectively, the "Managed Account Infrastructure"), TPM shall retain full, absolute, and exclusive administrative ownership and control of that Managed Account Infrastructure. Upon termination or expiration of this Agreement, the Client shall have no automatic right to access, port, or transfer the Managed Account Infrastructure. Any request by the Client to transfer or port data or account history will be subject to TPM's sole discretion and the payment of a Data Portability Fee. The Client grants TPM an irrevocable right to assume or maintain exclusive administrative control over any Managed Account Infrastructure upon termination or Client default.

B. Platform Discontinuation of Service

The Client expressly acknowledges that the continuation of Paid Digital Marketing Services is wholly dependent upon the operation and policies of third-party advertising platforms (e.g., Google Ads, Meta Ads). In the event that any platform alters its policies, discontinues its service, or suspends TPM's or the Client's ability to advertise, TPM shall be immediately and fully released from any further obligation. All Fees, including the management fee and any allocated or committed advertising spend, shall remain strictly non-refundable.

C. Disclaimer of Third-Party Platform Arbitrariness

The Client acknowledges that Third-Party Advertising Platforms operate via "black box" algorithms. TPM shall have no liability whatsoever for any revenue loss, "lost opportunity" costs, or business disruption resulting from platform bans, account suspension, ad rejection, or "shadow-ban". All Fees paid to TPM remain non-refundablenotwithstanding any platform-imposed restrictions.

D. Platform Arbitrariness and Revenue Disclaimer

The Client acknowledges that Third-Party Platforms possess the absolute, unilateral right to suspend accounts, reject advertisements, or terminate access. The Client expressly agrees that any platform-initiated ban, suspension, or ad rejection is a risk assumed exclusively by the Client. TPM shall have zero liability for any "lost business," "lost revenue," or "consequential damages".

E. Warranty Against "Business Death" and Platform Bans

The Client expressly warrants that its business model, products, and services are in total compliance with platform Terms of Service. TPM shall have zero liability for "Business Death", and TPM’s Fees remain fully earned and non-refundable.

F. Zero Liability for Platform Arbitrariness and "Black Box" Enforcement

The Client acknowledges that Third-Party Platforms utilize automated "Black Box" algorithms. TPM shall have zero liability, and the Client expressly waives all claims for damages in the event of platform bans, suspensions, or "shadow-bans".

G. Infrastructure Integrity, Reconstruction Fees and Automated Appeal Surcharge

If the Client’s actions result in suspension or termination of TPM’s Agency accounts, the Client shall be liable for an Infrastructure Reconstruction Fee, calculated as 150 hours at $150 CAD/hr plus a $5,000 CAD surcharge.

In the event that a Third-Party Platform utilizes automated "Safety Bots" or AI-adjudicators to suspend the Client’s account (a "False Positive"), the Client acknowledges that TPM must divert high-level technical resources to manage the appeal process. This labor is categorized as "Emergency Administrative Defense" and shall be billed at a flat surcharge of $2,500 CAD per appeal cycle, regardless of the outcome. TPM makes no warranty that a platform’s automated decision can be overturned.

H. Platform "Bot" and AI False-Positive Protection

TPM shall have zero liability for "False Positives", and any time spent by TPM personnel remediating a platform ban is Out-of-Scope work billed at $120 CAD/hr.

I. Prohibition of Administrative Lockout and Theft of Services

The Client is strictly prohibited from removing TPM as a 'Primary Admin,' 'Owner,' 'Manager,' or 'Partner' while any Balance or Fee remains outstanding. Any attempt shall be deemed Fraud and Theft of Services, and TPM may report the account as "Compromised" or "Stolen", with the Client waiving all claims for "Business Death" or revenue loss.

J. Short-Term Tactical Advertising Campaigns

Triple Peak Marketing (“TPM”) may, at its sole discretion, offer Short-Term Tactical Campaigns for clients requiring advertising services for a duration of less than ninety (90) days.

• Budget Allocation: The Client acknowledges that for these specific campaigns, the Total Budget is split as follows: twenty percent (20%) is a non-refundable Management and Creative Fee paid to TPM, and eighty percent (80%) is allocated to Ad Spend/Implementation.
• Pre-Payment Requirement: All fees and ad spend for Short-Term Tactical Campaigns must be paid in full and in cleared funds prior to the commencement of any work or ad placement.
• Absolute Disclaimer of Results: These campaigns are designed for rapid deployment and testing. TPM provides ABSOLUTELY NO GUARANTEE of performance, reach, clicks, leads, sales, or specific commercial outcomes. The Client assumes 100% of the commercial risk.
• No Cancellation or Refunds: Because these campaigns involve immediate resource sequestration and upfront creative labor, ALL PAYMENTS ARE STRICTLY NON-REFUNDABLE. The Client possesses no right to cancel or seek a pro-rata refund once the payment has been made.
• Creative Ownership: All graphics, copy, and media created for these campaigns remain the sole intellectual property of TPM and are licensed to the Client only for the duration of the specific campaign.

14. Third-Party Vendor Services, Print Services, and Management Fees

Triple Peak Marketing ("TPM") acts solely as a coordinator and intermediary for certain services, products, or materials fulfilled by external companies, collectively referred to as Third-Party Vendors. The Client expressly acknowledges and agrees that these Third-Party Vendors are not partners, agents, or affiliates of TPM, nor are they subcontractors directly performing work on behalf of TPM. TPM's role is strictly limited to managing the Client’s relationship and transaction with the Vendor. These services include, but are not limited to, Print Services (e.g., business cards, brochures, signage), domain registration, premium software licenses, and hosting or fulfillment services.

A. Third-Party Vendor Management and Coordination Fee

The Client acknowledges and agrees that TPM will incur administrative and professional overhead when coordinating, managing, and facilitating services provided by Third-Party Vendors. To cover these efforts, TPM reserves the absolute right to impose a non-refundable management fee of up to twenty percent (20%) on the gross cost of any and all services, materials, or fees charged by any Third-Party Vendor, including all production, shipping, and handling costs.

Crucially, the TPM management fee and any other fees listed in this Agreement are solely for the services provided directly by Triple Peak Marketing. This pricing expressly does not include any Third-Party Vendor setup fees, monthly subscription charges, recurring license costs, or any other fees for products or services provided by other external companies, all of which shall be the sole responsibility of the Client.

• Payment and Non-Refundability: Unless otherwise agreed, the Client shall pay this management fee, concurrently with the underlying Third-Party Vendor costs, in advance. This fee is a genuine, non-punitive charge for TPM's services and is strictly non-refundable under all circumstances.
• Waiver: The Client expressly waives any right to object to or set off against this management fee, acknowledging it as a legitimate and agreed-upon cost for TPM's coordination expertise.

B. Exclusion of Liability and Client Responsibility for Third-Party Performance

The Client acknowledges and agrees that TPM is acting solely as an intermediary and shall assume no liability whatsoever for any aspect of the services, products, or actions of any Third-Party Vendor. This absolute exclusion of liability applies to, but is not limited to: operational performance, product quality, delivery timelines, fulfillment failures, data breaches, system outages, service interruptions, or any other direct or indirect losses, damages, or costs caused by any Third-Party Vendor.

The Client's use of and reliance on any Third-Party Vendor is ENTIRELY AT THE CLIENT'S OWN RISK. The Client agrees to bear all risks, costs, delays, and adjustments associated with any Third-Party Vendor utilized under this Agreement and fully waives and releases all claims against TPM related to such Third-Party Vendors.

The Client is solely responsible for providing accurate, complete, and print-ready materials for any Print Services. TPM will not be liable for any errors, delays, or additional costs arising from incomplete, inaccurate, or late materials provided by the Client.

In accordance with standard commercial printing practices, TPM reserves a ten percent (10%) variance in final quantity delivered (the "Over/Under"). A delivery of within 90% to 110% of the ordered quantity shall be deemed a complete and successful fulfillment of the order. The Client shall be invoiced for the actual quantity delivered, and such variance shall not provide a basis for a refund, credit, or refusal of delivery.

C. Payment and Intellectual Property

All fees associated with Third-Party Vendor services and Print Services (including the Management Fee) are non-refundable once incurred and must be paid by the Client in advance. The Client shall bear all costs associated with any changes, rush orders, or reprints requested after the submission of original materials.

The Client warrants that all materials submitted for use do not infringe upon the intellectual property rights of any third party, and agrees to indemnify, defend, and hold harmless TPM from any and all claims related to intellectual property infringement or the use of unlawful content, as further detailed in Section 7.

D. Out-of-Scope Print and Third-Party Related Work

Any design, revision, layout work, or additional services requested by the Client that fall outside the original scope of the Print Services or Third-Party coordination will be billed at the TPM Base Hourly Rate of $120 CAD per hour, plus applicable taxes. TPM retains the sole discretion to determine the amount of time required to complete such out-of-scope services.

E. Client Obligation to Directly Contract Critical Vendors

The Client acknowledges that for certain critical, high-cost, or highly specialized third-party services (including, without limitation, premium software licenses, dedicated hosting infrastructure, or advanced SaaS platforms), TPM may require the Client to enter into a direct contractual and billing relationship with the Third-Party Vendor. This requirement in no way changes TPM's role from that of a coordinator and intermediary (Section 14). The Client agrees to fully execute and comply with all necessary vendor contracts and billing arrangements upon TPM's demand. The Client expressly acknowledges that the execution of a direct contract with a Vendor further reinforces the Client's absolute waiver of any claim against TPM (Section 14.B) related to the Vendor's performance, availability, data security, or service quality, as the Client possesses direct contractual recourse against the Vendor.

F. Absolute Client Liability for Third-Party Privacy and Terms of Service

The Client acknowledges and agrees that all Third-Party Vendors utilized in the performance of the Services maintain their own independent Privacy Policies, Data Processing Agreements (DPAs), and Terms of Service (collectively, the “Vendor Privacy Terms”).

• Independent Legal Bind: The Client’s use of any product or service fulfilled by a Third-Party Vendor—whether such Vendor is a TPM-Managed Vendor (Section 14.A) or a Private Vendor procured independently by the Client—constitutes the Client’s informed and absolute acceptance of that Vendor’s Privacy Terms. The Client warrants that it is, and shall remain, in full compliance with all such terms at all times.
• Liability for Private and Managed Vendors: The Client is solely and absolutely liable for any breach of privacy, data loss, or violation of terms arising from the use of any Vendor. This liability applies regardless of whether TPM assisted in the selection, integration, or management of the Vendor. TPM acts strictly as a technical intermediary and assumes no duty to audit, verify, or monitor the Client’s compliance with Vendor Privacy Terms.
• Conflict with Statutory Obligations: This Section 14.F is intended to supplement, and not derogate from, the Client’s non-delegable duties as a Data Controller under PIPEDA, PIPA, and CASL as set forth in Sections 6.M, 6.N, and 6.U. The Client acknowledges that Vendor Privacy Terms may impose stricter data handling requirements than Canadian law, and the Client assumes the entire commercial and legal risk of meeting those heightened standards.
• Indemnification: Any fine, penalty, account suspension, or third-party claim resulting from the Client’s violation of a Vendor’s Privacy Policy (e.g., a "Shadow Ban" or termination of merchant services for a privacy breach) shall trigger the Client’s full Indemnification obligations under Section 20. The Client expressly waives any claim against TPM for "Loss of Business" or "Business Death" resulting from a Third-Party Vendor’s enforcement of its Privacy Terms.

G. Retail Digital Assets and External Platform Sales

Triple Peak Marketing (TPM) offers graphics, digital artwork, designs, templates, and other digital assets (collectively, "Digital Assets") for sale both through the TPM website and via various third-party retail platforms and marketplaces. The Client/Purchaser acknowledges that all such Digital Assets are intangible, non-returnable, and deemed Final Sale Only. Under no circumstances shall TPM issue refunds, credits, or exchanges once a Digital Asset has been purchased, downloaded, or delivered. If a Digital Asset is purchased through a third-party platform, the Client is additionally bound by that platform's terms; however, TPM’s "No Refund" policy shall remain the governing authority to the maximum extent permitted by the platform's terms.

H. Print on Demand (POD) and Custom Physical Goods The Client acknowledges that any physical products produced via Print on Demand (POD) services or custom printing (e.g., apparel, mugs, signage, or promotional materials) are custom-made to order based on the Client’s selection and/or TPM’s designs. Consequently, all such items are deemed Final Sale Only. TPM shall not issue refunds, returns, or exchanges for "buyer's remorse," incorrect size selection by the Client, or aesthetic dissatisfaction. The only exception is for items verified as physically defective or misprinted by the vendor, which must be reported with photographic evidence within forty-eight (48) hours of receipt to initiate a vendor-replacement request.

I. Third-Party Marketplace Supplement (Etsy, Shopify, Amazon)

The provisions in this Section 14.I apply exclusively to "Retail Purchasers" who acquire Digital Assets or POD Goods through third-party marketplaces (collectively, "Marketplace Platforms", including but not limited to Etsy, Amazon, Shopify, or Marketplace).

I.1. Mandatory "Right to Cure" and Case Interference

The Retail Purchaser acknowledges that Marketplace Platforms (e.g., Etsy, Amazon) offer internal dispute resolution ("Cases"). The Purchaser irrevocably agrees that before initiating a "Case" or "Dispute" through a Marketplace Platform, they must first provide TPM with a fourteen (14) day written "Right to Cure" period via email to resolve the issue.

• Breach: Any Purchaser who opens a marketplace dispute without first seeking this internal resolution shall be deemed in Material Breach.
• Penalty: This breach triggers an immediate Administrative Malice Fee of $1,000 CAD to cover the labor required to respond to platform-level mediation, and the immediate revocation of all digital usage licenses.

I.2. Shipping, Risk of Loss, and "Deemed Delivery"

For all POD and Custom Physical Goods, the "Point of Sale" and transfer of risk occur at the moment the item is handed to the shipping carrier.

• Carrier as Agent: The carrier is deemed the agent of the Purchaser. TPM’s liability for the physical condition or location of the goods terminates once a tracking number is generated.
• Conclusive Delivery: If a tracking number shows the status as "Delivered," the item is Conclusively and Irrefutably Deemed Received by the Purchaser. TPM shall have zero liability for "Porch Piracy," theft after delivery, or delivery to an incorrect address provided by the Purchaser.
• Fraud Warning: Filing a "Non-Delivery" claim with a Marketplace Platform for an item marked as "Delivered" shall be characterized as Fraudulent Misrepresentation and reported to the platform's fraud division.

I.3. Personal Contractual Liability vs. Platform Adjudication

The Retail Purchaser acknowledges that this Agreement is a private, legally binding contract that exists independently of the Marketplace Platform’s Terms of Service.

• Forced Refunds: In the event a Marketplace Platform (e.g., Etsy) utilizes its internal "Buyer Protection" to force a refund against TPM’s "No Refund" policy, the Purchaser remains personally and contractually liable to TPM for the full purchase price as a justly owed debt.
• Independent Recovery: TPM reserves the absolute right to pursue the Purchaser in the Courts of Calgary, Alberta, for the recovery of the refunded amount, plus Interest (Section 15.F) and Full Indemnity Legal Costs (Section 23.D), regardless of the Marketplace Platform's internal decision.

I.4. Prohibition of "Style-Transfer" and Derivative Resale

The purchase of a Digital Asset grants a Personal, Non-Commercial Use License only, unless an "Extended Commercial License" is explicitly purchased.

• Derivative Works: The Client is strictly prohibited from modifying TPM assets (e.g., changing colors, fonts, or layouts) to create "Derivative Works" for resale.
• Liquidated Damages: Every unauthorized sale by the Client of a design based on or containing a TPM asset shall trigger a Stipulated Liquidated Damage of $1,000 CAD per sale, representing the lost licensing value and market dilution.

I.5. Consent to Automated Takedowns (DMCA)

The Purchaser provides advance and irrevocable consent for TPM to utilize automated "Takedown" tools, DMCA notices, and platform-level IP reports against any store or account that utilizes TPM Assets in violation of this Section. The Purchaser waives all claims for "Loss of Revenue" or "Account Suspension" resulting from TPM’s enforcement of its IP rights.

15. Payments, Non-Refundability, and Liquidated Damages

All service fees, project fees, deposits, setup charges, monthly service fees, off-boarding fees, and legal processing fees (collectively, "Fees") are STRICTLY, UNCONDITIONALLY, AND IRREVOCABLY NON-REFUNDABLE under ANY AND ALL CIRCUMSTANCES, and are deemed FULL, IMMEDIATE, AND INDEFEASIBLE EARNINGS by TPM upon receipt. 

This absolute non-refundability applies with equal force to any monthly installment plans offered for Project Services; once an installment is scheduled or paid, it is deemed fully earned and non-recoverable.

The Client acknowledges that TPM’s business model relies on the "Reservation of Professional Bandwidth." Upon the occurrence of any Initiating Event, TPM removes the Client’s allocated hours from the global marketplace. This sequestration is an immediate and irreversible performance of service. Consequently, all Fees are deemed "earned-in-full" at the moment of billing, regardless of whether the Client utilizes the reserved capacity, as the value provided is the guaranteed availability of TPM’s specialized infrastructure.

A. Absolute Non-Refundability and Liquidated Damages

The Client expressly acknowledges and agrees that once paid, all Fees are immediately and fully earned by TPM, regardless of whether services are partially or fully completed, suspended, terminated, or canceled for any reason. The Fees, particularly the upfront deposits and setup charges, are mutually agreed upon as a settled and agreed sum, a genuine pre-estimate of loss, and not a penalty in terrorem under any and all circumstances. The Client stipulates that payment constitutes an Accord and Satisfaction of the booking and reservation of TPM’s professional capacity. The Client acknowledges that upon payment, TPM performs Irreversible Resource Sequestration, including the locking of personnel schedules and the procurement of non-cancelable software seats; consequently, the Client waives any right to claim that Fees are "unearned," as the act of reservation constitutes full performance of TPM’s primary scheduling obligation. The Client explicitly stipulates and warrants that the actual damages, costs, and losses (including opportunity costs, resource sequestration, and administrative disruption) that TPM would incur are by their nature incapable of precise ascertainment at the time of contracting. The Client acknowledges that this provision of a fixed Liquidated Damage amount operates for the mutual benefit of the parties by establishing a clear, definite, and certain financial consequence upon breach, thereby avoiding the necessity of a lengthy, costly, and potentially subjective judicial calculation of actual loss. The Client acknowledges that this non-refundability is production-blind; should a Client utilize a monthly payment option for Project Services, the status of the project shall have no bearing on the non-refundable nature of the fees. The Client irrevocably waives any right or defense to contest the validity or amount of these liquidated damages on the basis that such amount constitutes a penalty.

Waiver of Review: The Client expressly waives any right to require the Liquidated Damage calculation to be submitted to an arbitrator, mediator, or any alternative dispute resolution process for review of its reasonableness or genuineness, and agrees that the sole forum for any challenge to this provision shall be the courts located in the City of Calgary, Province of Alberta, as stipulated in Section 23. This Liquidated Damage compensates TPM for the Reservation of Resources, Opportunity Cost, and Administrative Costs. This Liquidated Damage is a fixed, reasonable, and genuine pre-estimate of the losses TPM sustains, including (but not limited to) administrative and onboarding costs, unrecoverable third-party software seat licenses, opportunity cost from turning away other client work, and irreversible strategic planning time. The Client expressly waives any right or defense to contest the validity or amount of these liquidated damages on the basis that such amount constitutes a penalty. All liquidated damages are cumulative to, and do not include, any non-refundable third-party fees, license costs, or committed advertising spend incurred by TPM on the Client's behalf, all of which remain payable by the Client.

If any Liquidated Damages amount specified in this Agreement is adjudicated to exceed the maximum amount permitted by Alberta law to be considered a non-punitive pre-estimate of loss, the Parties irrevocably agree that such amount shall not be voided, but shall instead be automatically reformed and reduced to the highest maximum dollar amount that is legally sustainable under the laws of the Province of Alberta.

A.1. Non-Refundability of Direct, Retail, and Physical Goods

All payments for Digital Assets (Section 14.G) and Print on Demand or Physical Goods (Section 14.H) are strictly, unconditionally, and irrevocably non-refundable. The Client acknowledges that these items are custom-manufactured or digitally delivered, and any attempt to initiate a dispute for these transactions constitutes Theft of Intangible/Tangible Property, triggering all penalties in Section 57 and under Section 13.I. 

B. Incorporation of Third-Party Terms

The Client acknowledges that TPM utilizes Third-Party Vendors to fulfill certain services. The absolute exclusion of liability and the assumption of risk by the Client set forth in Section 14.B are hereby incorporated into this Section 15 by reference and apply to all financial transactions and service deliveries occurring under this Agreement. The Client’s use of and reliance on any Third-Party Vendor is ENTIRELY AT THE CLIENT'S OWN RISK.

C. Taxes and Fee Presentation

The Client acknowledges and agrees that, unless otherwise stated, all figures or amounts stipulated in this Agreement (e.g., hourly rates, fixed fees, or liquidated damages) are presented exclusive of applicable federal, provincial, or local taxes (including GST/HST) unless expressly noted as "all-inclusive" or "tax-included." Notwithstanding this presentation, the Client is fully responsible for, and all payments processed shall include, the full amount of all statutory taxes legally required to be remitted by TPM. Therefore, the total amount charged for any Fee will be the Fee plus applicable taxes.

D. Late Payment Fee

If payment is not received by the invoice date, TPM shall have the right to assess a Late Payment Fee of $25 plus applicable taxes. The Client shall have a grace period of two (2) business days following the invoice date to cure the overdue amount before the Late Payment Fee is automatically applied. Additionally, if payment remains overdue, a further late payment fee of $25 plus applicable taxes will be applied every thirty (30) days until the balance is paid in full. These fees will be automatically billed and added to the Client's outstanding balance. The Client acknowledges that this Late Payment Fee is a genuine pre-estimate of TPM’s administrative costs, opportunity costs, and internal disruption caused by delayed payment, and is not a penalty. The Late Payment Fee is a fixed contractual entitlement of TPM. The Client expressly waives any right to challenge or require TPM to provide documentation, evidence, or underlying cost analysis for this fee, and it shall be applied automatically and without demand or requirement for subsequent written notice to the Client.

E. Credit Card, Digital, and EFT Payment Processing Fee

Payments made by credit card are subject to a processing fee of 2.4% of the total payment amount, which will be added to the total amount due and payable by the Client when a credit card payment is selected. The Client acknowledges that this fee is a legitimate recovery of TPM’s third-party transaction costs. Digital and EFT Payment Fees: The Client acknowledges that TPM may incur fees for processing payments made via electronic funds transfer (EFT), Automated Clearing House (ACH), or digital currency. The Client agrees that TPM reserves the right, in its sole discretion and upon written notice, to pass through all actual third-party transaction costs, including processing fees, associated with any non-credit card electronic payment method to the Client, which fee shall be added to the total amount due.

F. Interest and Collection Costs

All overdue amounts shall accrue interest at a rate equal to the prime lending rate published by the Bank of Canada plus 5% per annum, calculated daily and compounded monthly, from the due date until actual payment in full, including all applicable taxes. TPM reserves the right to recover all costs of collection, including legal fees, collection agency fees, and court costs, on a full indemnity (solicitor and own client) basis, in addition to outstanding Fees, late payment fees, and accrued interest.

G. Waiver of Equitable Remedies

The Client expressly and irrevocably waives, surrenders, and releases any and all rights, claims, or defenses derived from equity, common law, or statute which might otherwise be available to challenge the enforceability of the financial terms, including but not limited to claims of 'relief from forfeiture,' 'unjust enrichment,' 'unconscionability,' 'oppression,' or any breach of an implied covenant of good faith and fair dealing. The Client warrants that this commercial contract is fair, arm's-length, and that the financial terms represent a knowing and accepted allocation of commercial risk between commercially sophisticated parties.

H. Payment Authorization and Stored Credentials

The Client shall provide TPM with current, complete, and accurate payment information ("Stored Credentials") and shall promptly notify TPM of any changes. By providing Stored Credentials, the Client grants TPM irrevocable and continuing authority and power of attorney coupled with an interest to automatically charge stored credentials for all amounts due under this Agreement, including all recurring monthly service fees, one-time fees, LATE FEES AND LIQUIDATED DAMAGES. The Client provides a positive covenant to, at all times, maintain sufficient available credit or funds within the account associated with the Stored Credentials to cover all anticipated and accrued Fees. The Client shall defend, indemnify, and hold TPM harmless from any and all fees, charges, penalties, or damages levied against TPM by a third-party financial institution, payment processor, or credit card network as a result of a failed, declined, or disputed transaction initiated by the Client. If any charge against the Stored Credentials fails for any reason (including insufficient funds or cancellation by the Client), the Client shall pay a non-refundable Administrative Rejection Fee of $150 CAD (plus applicable taxes) per failed attempt, which shall be immediately due and payable. These reimbursed amounts shall be considered an Overdue Amount subject to the Interest and Collection Costs herein. Failure to maintain a valid payment method constitutes an immediate material breach, granting TPM the right to exercise all Rights Upon Default under Section 15.I.

I. Rights Upon Default

In the event of non-payment, TPM shall exercise its UNILATERAL RIGHT TO DEACTIVATE ALL SERVICES. The Client acknowledges that the "Live Environment" is a TEMPORARY, TPM-LICENSED UTILITY; deactivation is not an "interruption of service" but the natural expiration of a CONDITIONAL RIGHT TO USE TPM’S INFRASTRUCTURE. In the event that the Client fails to remit any payment when due or materially breaches this Agreement, TPM shall possess the absolute, non-contingent, and self-executing right—without prior notice—to suspend, deactivate, or remove any and all deliverables. The Client’s right to issue instructions or inquiries is strictly and irrevocably contingent upon the account being in 'Good Standing.' If any Balance or Fee remains outstanding for more than forty-eight (48) hours, TPM shall implement a 'Total Communication Blackout.' During this period, TPM shall ignore all Client demands, inquiries, and directives without any requirement for notice and without incurring any liability for Business Interruption or Loss of Revenue. This includes, without limitation, pausing all advertising campaigns, unpublishing websites, and terminating email services. TPM shall further have the immediate and irrevocable right to assume exclusive administrative control over all Client assets (including website hosting and advertising platforms) pursuant to the Emergency Asset Seizure Protocol (Section 15.V) and the Administrative Lockdown and Security Isolation (Section 15.Y). The Client acknowledges that during any period of suspension, all recurring monthly fees, retainers, and service charges under this Agreement shall continue to accrue and become immediately due and payable without reduction. These actions may be undertaken solely for the purpose of securing TPM’s intellectual property rights and mitigating further loss or damage. The Client acknowledges and agrees that during any period of suspension, deactivation, or removal initiated by TPM due to the Client's Material Breach, including non-payment, all recurring monthly fees, retainers, and service charges under this Agreement shall continue to accrue and become immediately due and payable without reduction or set-off. The Client remains fully liable for all fees that accrue during the suspension period.

1. Debt Acceleration & IP Forfeiture

Upon the occurrence of any Material Breach (including a single late payment exceeding 48 hours), the total remaining balance of all Fees for the entire Term (including all future monthly retainers through the end of the Notice Period) shall become immediately due and payable. Furthermore, the Client automatically and irrevocably forfeits all usage rights to any Deliverables, and TPM is authorized to permanently delete all hosted data without a backup requirement. The Client stipulates that this acceleration is a reasonable protection of TPM’s professional bandwidth and not a penalty.

J. Appointment of Agent with Power of Attorney Coupled with an Interest

The Client hereby irrevocably appoints TPM as its attorney-in-fact, granting TPM a Power of Attorney coupled with a vested commercial interest in the underlying assets. This authority is granted for the security of collateral and to protect TPM’s Intellectual Property. This authority allows TPM to use any available administrative tools—including, without limitation, password resets, registrar transfers, account recovery mechanisms, or administrative dashboard overrides—to immediately secure, assume exclusive control over, or de-activate any Client asset or account relevant to the services (including domain names, hosting environments, and advertising accounts) upon the occurrence of any Material Breach. Because this power is coupled with an interest, it is irrevocable by the Client and shall survive the Client’s subsequent incapacity, insolvency, or dissolution. The Client hereby grants TPM an irrevocable license to unilaterally and immediately change, modify, or assume exclusive administrative control over all passwords and accounts related to the services, without the need for any court order or judicial intervention.

Should the Client cure the default and request the re-release of the suspended or taken-over assets, the Client shall pay TPM a non-refundable Asset Re-Release Fee of $1,000 CAD plus all accrued Overdue Amounts and applicable taxes, in addition to the Project Reactivation Fee (Section 10.C), prior to any action being taken by TPM to return or re-activate the assets.

The Client acknowledges that TPM shall not be liable for any resulting loss or damage, consequential or otherwise, and remains fully responsible for all accrued fees. The Client further agrees that any payment default shall constitute an irrevocable waiver of all equitable remedies and a consent to immediate injunctive relief.

K. TPM's Absolute Right to Set-off and Waiver of Set-Off

Notwithstanding any other provision herein, TPM reserves the absolute, unilateral, and irrevocable right, without prior notice to the Client, to set-off, deduct, or withhold any amount, payment, refund, credit, or other sum otherwise due to the Client (whether under this Agreement or any other agreement) against any and all outstanding fees, charges, costs, expenses, interest, or Liquidated Damages owed by the Client to TPM, regardless of the nature or origin of the amounts. The Client acknowledges that this right to set-off is a material component of the commercial relationship and is absolute.

The Client expressly and irrevocably waives any and all existing or future rights to unilaterally set-off, deduct, or withhold any amounts allegedly owed to the Client by TPM, including any damages, refunds, or credits, against any fees, charges, or amounts due and payable to TPM under this Agreement or any other agreement. All amounts owed to TPM must be paid in full on the due date, regardless of any actual or asserted claim by the Client against TPM.

L. Definition of Material Breach

For the purposes of this Agreement, a "Material Breach" shall include, but is not limited to:

• (i) Any failure to make payment when due;
• (ii) Any breach of the Confidentiality (Section 28) or Non-Disparagement (Section 22) covenants;
• (iii) The assertion of any claim, suit, or defense expressly waived by the Client (e.g., claims of misrepresentation or unauthorized set-off);
• (iv) Any attempt by the Client to use or access Deliverables or work-in-progress prior to full payment;
• (v) ANY CONDUCT DEEMED ABUSIVE, HARASSING, OR THREATENING TOWARD TPM OR ITS STAFF (AS DEFINED IN SECTION 18), INCLUDING ANY THREAT OF LEGAL, PHYSICAL, OR REPUTATIONAL RETRIBUTION;
• (vi) Any conduct deemed fraudulent, abusive, or harmful to TPM personnel;
• (vii) Any attempt to circumvent Non-Solicitation or Non-Circumvention covenants (Section 27);
• (viii) Failure to maintain the required Cyber Insurance and Additional Insured status (Section 6.K);
• (ix) Failure to perform Mandatory Credential Rotation every ninety (90) days (Section 6.S);
• (x) Failure to provide immediate written notice (within 24 hours) of changes to corporate structure or authority (Section 6.Q);
• (xi) The transmittal of any threatened litigation, arbitration, or regulatory complaint, or the initiation of legal correspondence by a third-party agent prior to completing the Mandatory Mediation in Section 23 (Triggering Section 58: Legal Processing Fee);
• (xii) Any unauthorized "Shadow IT" modifications or interference with TPM’s professional autonomy (Section 37); and
• (xiii) Any other act or omission expressly designated as a Material Breach within any Section of this Agreement;
• (xiv) Any attempt to compel the transfer of data or credentials without the prior remittance of the Mandatory Off-boarding Fee (Section 62).

M. Material Breach and Re-Licensing Fee

In the event of a Material Breach (as defined in Section 15.L), which results in the automatic revocation of the License (Section 21.A) and the subsequent suspension or removal of Deliverables (Section 15.I), should the Client cure the default and seek reinstatement, the Client shall be liable for an additional, non-refundable Re-Licensing and Re-Installation Fee of $2,500 CAD (plus applicable taxes) per instance, in addition to all other accrued fees, interest, and the Asset Re-Release Fee (Section 15.I). This fee is a genuine pre-estimate of TPM's costs for auditing the unauthorized use, re-issuing necessary third-party licenses, and re-deploying the services and will be payable prior to any action being taken by TPM to re-activate the assets.

N. Chargeback and Dispute Fee

In the event the Client initiates any dispute, reversal, or chargeback with a financial institution or payment processor regarding any Fee paid to TPM, the Client shall be liable for a non-refundable Chargeback and Administrative Fee of $500 CAD (plus applicable taxes) per instance, in addition to all original Fees and accrued interest. This fee is a genuine pre-estimate of TPM’s internal administrative costs, time spent responding to the dispute, and bank-levied penalty fees. Upon receiving notice of a chargeback, TPM shall possess all Rights Upon Default (Section 15.I) and the License (Section 21.B) shall be automatically and immediately revoked. The Client acknowledges that this payment policy is reasonable, necessary for TPM’s business operations, and fully enforceable under the laws of the Province of Alberta and Canada.

1. Merchant Account Preservation Penalty

Because bad-faith payment disputes (Chargebacks) can result in the permanent termination of TPM’s merchant processing accounts, the Client agrees that every unsuccessful chargeback attempt shall trigger an immediate $10,000 CAD 'Merchant Integrity Fee.' This fee is separate from the base dispute fee and covers the long-term increase in TPM’s risk-premium processing rates and the cost of defending TPM’s financial reputation.

O. Absolute Client Responsibility for All Invoiced Fees, Including Electronic and Verbal Approvals and Conclusive Evidence

The Client acknowledges and agrees that it is solely and absolutely responsible for payment of all Fees, charges, costs, expenses, and liquidated damages assessed or levied by TPM under this Agreement, in all of its iterations. This obligation extends explicitly and irrevocably to any and all specific service fees, hourly charges, or cost agreements, including Out-of-Scope work, that the Client authorizes, approves, or consents to outside of this formal document. The Client expressly and absolutely agrees that any such authorization, approval, or consent shall be immediately deemed an enforceable and incorporated term of this Agreement, and all fees arising therefrom shall be immediately due and payable. For absolute clarity, this includes authorization provided through VERBAL CONSENT (e.g., phone calls, voice notes) and ELECTRONIC MESSAGING (including, but not limited to, text messages (SMS/MMS), WhatsApp, or instant messaging platforms) with any TPM principal, employee, or agent. The Client acknowledges that TPM's records (e.g., call logs, message transcripts) shall constitute conclusive evidence of such authorization, and all terms of this Section 15, including non-refundability and interest, shall apply. Conclusive Evidence Clause: The Client irrevocably stipulates and agrees that TPM's certified electronic or written records, including but not limited to server logs, email transmission records, transcripts of verbal or voice-note conversations (whether transcribed by human or artificial intelligence), and time-stamped records of messaging platform communications, shall constitute conclusive and irrefutable evidence of the Client's authorization, acceptance, and consent for all services, Fees, and Out-of-Scope work under this Agreement. The Client expressly waives any right to challenge the admissibility, accuracy, or authenticity of such records in any dispute or legal proceeding.

P. Final Payment and Data Handover Contingency

The Client acknowledges that TPM's obligation to release Deliverables, grant the Limited, Conditional License (Section 21.B), or assign administrative access to any platform or account is irrevocably contingent upon the account being in "Good Standing." This requires TPM's receipt of the Total Project Fee and all outstanding balances in full and in cleared funds. Specifically, the duty to provide an "Administrative Handover," rotate credentials, or export data shall not arise until the Client has paid: all outstanding service balances, all accrued Late Fees and Interest, the Section 62 Off-boarding Fee, and any Section 58 Legal Processing Fees incurred during a dispute. Failure to remit these final payments on or before the due date constitutes a Material Breach, which shall immediately and automatically revoke the License. Upon such breach, TPM shall be entitled to exercise all Rights Upon Default (Section 15.I) and pursue recovery of all outstanding amounts, interest, and full indemnity legal costs.

Q. Mandatory Sole Payment Method on File

The Client acknowledges and agrees that the maintenance of current, complete, and accurate payment information (the "Stored Credentials," as defined in Section 15.H) is a non-negotiable, material, and ongoing requirement of this Agreement. The Client is required to maintain a single, current, and valid Credit Card, Debit Card, or Automated Clearing House (ACH) / Pre-Authorized Debit (PAD) authorization on file with TPM as the sole and exclusive method of payment for all Fees, charges, and liquidated damages owed to TPM.

The Client expressly agrees that all payments shall be processed exclusively via the Stored Credentials on the due date of the respective invoice, and the Client waives any right or defense to insist upon payment via any alternative method (including, without limitation, bank transfer, physical check, money order, or any electronic funds transfer (EFT) not facilitated through the stored ACH/PAD authorization).

The Client’s failure to maintain a current and valid Stored Credential on file, or the cancellation, revocation, or disruption of the automatic charging authorization for any reason, shall constitute an immediate and irremediable Material Breach of this Agreement, triggering the automatic revocation of the License (Section 21.A) and entitling TPM to exercise all Rights Upon Default (Section 15.I) without prior notice or opportunity to cure.

The Client shall ensure that the account linked to the Stored Credentials maintains sufficient funds or credit availability to cover all anticipated and accrued Fees, including those related to Out-of-Scope work, Late Payment Fees, and Liquidated Damages. The Client provides an irrevocable authorization for TPM to initiate charges against the Stored Credentials for any and all amounts due under this Agreement, in accordance with the terms herein.

R. Emergency Disengagement and Legal Processing Surcharges

The Client acknowledges that upon a Material Breach (as defined in Section 15.L) or the initiation of a legal dispute, TPM must immediately divert resources for "Administrative Defense." This includes, but is not limited to, halting services, securing proprietary information, managing asset control (per Section 15.I), and mitigating regulatory risk. The Client agrees that, upon the documented occurrence of any Material Breach, a non-refundable Emergency Disengagement Fee of $1,500 CAD (plus applicable taxes) shall be immediately due and payable to TPM without demand or offset. This fee is a fixed, non-punitive Liquidated Damage, representing a genuine pre-estimate of TPM's unavoidable costs for resource reallocation, mandatory internal audit time, and administrative labor required to process the emergency suspension of services across all platforms. This fee is cumulative to all other Fees, Liquidated Damages, and accrued interest.

As part of this Administrative Defense, the following fees apply:

• Legal Processing: As per Section 58, a fee of $350 CAD per individual incoming communication from Client counsel applies immediately.
• Emergency Disengagement: A non-refundable fee of $1,500 CAD (Section 15.R) is triggered to secure the infrastructure.
• Mandatory Off-boarding: No data handover or credential transfer shall occur until the $1,500 CAD Off-boarding Fee (Section 62) is paid in full.

S. Recovery of Regulatory Fines, Penalties, and Statutory Damages

The Client shall be solely liable for and agrees to immediately indemnify and pay TPM for the full amount of any and all fines, civil penalties, statutory damages, or administrative charges levied against TPM or its agents by any regulatory body, governmental authority, or third-party platform (e.g., Google, Meta) where such fine, penalty, or charge arises from or is related to: (i) the Client’s content, business, data, or operations; (ii) the Client’s failure to comply with any law, regulation, or platform policy (including but not limited to CASL, PIPEDA, or GDPR); or (iii) any Material Breach of this Agreement by the Client. Such amounts shall be immediately due and payable upon TPM’s written demand and shall be subject to the Interest and Collection Costs (Section 15.F), and the Client waives any right to set-off or delay payment of these amounts.

T. Technical Licensing Controls and Professional Security Protocols

In the event of a Material Breach, including but not limited to Payment Default, the Client acknowledges that the limited license granted in Section 21 is automatically suspended. To protect the integrity of the Services and TPM’s Intellectual Property, TPM is authorized to utilize technical licensing controls. These measures include, but are not limited to: (i) the remote deactivation of proprietary license keys; (ii) the transition of the website to an "Offline" or "Administrative Maintenance" status; and (iii) the suspension of data-synching scripts. The Client stipulates that such measures are a bargained-for contractual remedy and represent the expiration of a conditional right to use TPM's property. The Client expressly waives any claim that these security-driven measures constitute "mischief," "unauthorized use of a computer," or "hacking" under the Criminal Code of Canada or the Cybersecurity Act, provided that TPM does not permanently delete or destroy the Client’s pre-existing, non-derivative raw data.

U. Hell or High Water Payment Obligation

The Client’s obligation to pay all Fees, liquidated damages, and costs under this Agreement is absolute, unconditional, and "hell or high water." The Client stipulates that the duty to pay is a primary and independent covenant, and the Client expressly waives any right to assert that the duty to pay is conditional upon TPM’s performance or any other term of this Agreement. Such obligation shall not be affected, excused, stayed, or delayed by any circumstance whatsoever, including but not limited to: (i) any set-off, counterclaim, recoupment, or defense; (ii) any interruption, "frustration," or insolvency of the Client’s business; (iii) any alleged failure of performance, breach of contract, or professional negligence by TPM; or (iv) any change in law, platform policy, or "Acts of God." The Client irrevocably waives all rights to claim "frustration of contract," "failure of consideration," "impossibility of performance," or "non-est factum" as a basis for withholding payment or seeking a refund. Payment must be made in full and in cleared funds as a condition precedent to the Client’s right to assert any claim or dispute against TPM.

V. Emergency Asset Seizure Protocol

Upon the occurrence of a Material Breach, and pursuant to the Power of Attorney granted in Section 15.J, TPM is authorized to immediately change all administrative credentials for the Client’s website, domain registrar, and advertising accounts. TPM shall maintain exclusive beneficial ownership and control over these assets until all outstanding Fees, Interest, and Liquidated Damages are paid in full and in cleared funds. The Client acknowledges that TPM may, at its sole discretion, redirect domain traffic or deactivate software seats without notice. Any attempt by the Client to "recover" these accounts through third-party platform support (e.g., reporting a "hack" to a registrar) during a period of TPM-authorized seizure shall be deemed an act of Fraud and an additional Material Breach triggering the $15,000 Security Integrity Fee (Section 55).

W. Letter of Authority and Beneficial Ownership Acknowledgment

The Client hereby grants TPM an irrevocable, standing "Letter of Authority" to represent to any Third-Party Platform, Hosting Provider, or Domain Registrar that TPM is the sole administrator and 'Beneficial Owner' of the account data and assets for the purpose of securing unpaid debt or mitigating a Material Breach. The Client irrevocably waives any right to report TPM to such platforms for "unauthorized access," "hacking," or "account hijacking" during any period of payment default or dispute. Any such report by the Client to a third party shall be deemed an act of Fraud and a Material Breach triggering the Liquidated Damages in Section 21.D.

X. Binding Effect of Continued Payment

The Client expressly agrees that each and every payment made to TPM (including automated charges against Stored Credentials) constitutes a renewed and irrevocable acceptance of all terms and conditions of this Agreement. The Client acknowledges that TPM’s continued provision of services is strictly contingent upon this recurring affirmation. The Client is perpetually estopped from asserting that a payment was made without knowledge of these Policies.

Y. Administrative Lockdown and Security Isolation

The Client provides advance, informed consent for TPM to implement an "Administrative Lockdown" protocol. This protocol may be activated in cases of: (i) Payment Default exceeding ten (10) days; (ii) an irremediable Material Breach; or (iii) a suspected security compromise of the Client’s systems. During an Administrative Lockdown, TPM may modify "robots.txt" files to prevent search engine indexing and rotate administrative passwords to isolate the environment from further unauthorized changes. TPM shall maintain the digital environment in this "stasis" until the breach is cured or the Agreement is terminated. The Client acknowledges that any attempt by the Client or a third party to forcibly "override" these lockdowns may result in data corruption for which TPM shall have zero liability. The Client agrees that these measures are necessary to prevent the unauthorized distribution of unpaid intellectual property and to mitigate broader cybersecurity risks to TPM’s managed infrastructure. TPM may implement an 'Administrative Lockdown' protocol in cases of: (i) Payment Default exceeding ten (10) days; (ii) any Material Breach; or (iii) a suspected security compromise. During Lockdown, TPM may modify 'robots.txt' files to prevent search engine indexing and rotate all passwords to isolate the environment. The Client acknowledges that any attempt to forcibly 'override' these lockdowns may result in data corruption for which TPM shall have zero liability. This protocol is the technical execution of the rights granted to TPM under Section 15.J (Power of Attorney) and Section 38.B. (iv) Severance of Data-Bridges. The Administrative Lockdown protocol expressly includes the "Marketing Stack." The Client grants TPM a "Technical Security Lien" over all API keys, Pixel data, and CRM integrations. Upon a Material Breach, TPM is authorized to immediately and without notice sever all data-bridges between the Deliverables and the Client’s internal sales or leads databases. The Client assumes the entire commercial risk of "Data Silence" or the loss of lead-flow resulting from the disconnection of these third-party integrations due to the Client's non-payment.

Z. Service Level Agreement (SLA) Waiver and Risk Assumption

The Client expressly acknowledges and agrees that the technical measures utilized by TPM to secure its Intellectual Property and enforce payment—specifically the "Kill-Switch" and "Administrative Lockdown" protocols—may result in the total and immediate unavailability of the Client’s website, email, advertising, and overall digital presence. The Client irrevocably stipulates that TPM shall have zero liability for any and all lost revenue, lost sales, data corruption, search engine de-indexing, or business opportunity costs arising from the activation of these measures. By entering into this Agreement, the Client voluntarily assumes the entire commercial risk of a total digital blackout resulting from the Client’s own failure to maintain payment or comply with Material terms. The Client further agrees that any "downtime" caused by TPM's exercise of its contractual remedies shall not be counted toward any guaranteed uptime or performance metrics.

Z.1. Characterization of Theft of Services and Intangible Property

The Client irrevocably acknowledges and agrees that the unauthorized use, display, or retention of any Deliverable (including but not limited to websites, ad copy, or graphic designs) while an invoice remains unpaid beyond thirty (30) days constitutes "Theft of Services" and "Theft of Intangible Property" under the Criminal Code of Canada. In the event of such a default, the Client provides explicit and irrevocable consent for TPM to provide a full copy of this Agreement, the Client’s access logs, and the payment history to local law enforcement (including the Calgary Police Service) and the Client’s financial institutions as conclusive evidence of fraudulent intent and misappropriation of trade secrets. The Client waives any claim for "reputational damage" arising from such a report to authorities.

Z.2. Characterization of the Termination for Convenience Fee The Client acknowledges that TPM meticulously allocates specialized personnel, software licenses, and infrastructure capacity months in advance based on the Client’s engagement. In the event that the Client elects to "fire" TPM, cancel services, or terminate this Agreement for any reason that is outside of TPM’s direct and proven control—including but not limited to: (i) the Client’s internal budget cuts; (ii) a change in the Client’s corporate leadership or ownership; (iii) the Client’s subjective "change of heart"; (iv) the Client’s election to move services in-house; or (v) the Client’s business insolvency—the Client shall pay to TPM a non-refundable Termination for Convenience Fee (the "Termination Fee"). The Parties agree that the harm caused by the sudden "firing" of TPM is immediate and irreparable, involving the loss of anticipated revenue and the costs of un-allocating resources. The Client acknowledges that this fee is a genuine, non-punitive pre-estimate of TPM's "Opportunity Cost" for turning away other clients to reserve space for the Client. The Client waives any defense that this fee constitutes a "penalty" or "unjust enrichment."

16. Deposits

Triple Peak Marketing ("TPM") requires a non-refundable deposit equal to a minimum of fifty (50%) percent of the total project fee (the "Deposit") prior to the commencement of any project work, as outlined in this Agreement. The Client acknowledges and agrees that this Deposit is a fundamental component of the commercial relationship and is strictly predicated upon TPM’s Absolute Zero-Refund Policy.

The Client acknowledges and agrees that the Deposit is strictly and irrevocably non-refundable under any and all circumstances, serving as the Stipulated Liquidated Damages defined in Section 15.A. The Client stipulates that payment of the Deposit constitutes a purchase of TPM’s professional bandwidth and the immediate sequestration of resources, which is a service fully performed upon the booking of the project. The Client irrevocably waives any right to claim the Deposit is "unearned," as the value provided is the guaranteed reservation of TPM’s specialized infrastructure.

A. Tiered Cancellation Fee

Should the Client cancel a project after the commencement of work, the Deposit will be automatically forfeited and credited against a tiered cancellation fee that reflects TPM's proportional work completed and sustained opportunity loss:

• Preliminary Work Completed (e.g., Initial Strategy/Research/Onboarding): Cancellation fee will be sixty percent (60%) of the Total Project Fee.
• Substantial Work Completed (e.g., Design/Development nearing completion): Cancellation fee will be eighty percent (80%) of the Total Project Fee.
• Near-Completion or Completed Projects: Cancellation fee will be one hundred percent (100%) of the Total Project Fee.

The Client is absolutely liable for any shortfall between the Deposit amount and the applicable cancellation fee. The Client acknowledges that TPM’s digital records (Section 42) shall be the sole adjudicator of the "Project Tier" at the time of cancellation.

B. Balance Payment and Withholding of Deliverables

Upon completion of the project, the remaining balance of the total project fee (the "Balance") becomes immediately due and payable. This Balance must be paid in full and in cleared funds prior to the release of any deliverables, intellectual property, or the granting of usage rights to the Client. TPM will retain full and exclusive ownership of all work products, deliverables, and intellectual property created for the Client until the Balance is paid in full. If the Client fails to remit the Balance before the release of deliverables, it shall constitute a Material Breach of this Agreement, entitling TPM to withhold deliverables, terminate services, or take any lawful actions to recover the amounts owed, including collection costs, legal fees on a full indemnity basis, and accrued interest.

C. Mutual Acknowledgment and Enforceability

The Client further acknowledges and mutually stipulates that this Deposit policy, including the specific tiered liquidated damages in Section 16.A, is reasonable, clear, necessary for the proper operation of TPM’s business, and fully enforceable under the laws of the Province of Alberta and Canada. The Client represents they have had the opportunity to seek counsel and have voluntarily accepted this risk-allocation model.

17. Cancellation, Abandoned Projects, and Reactivation

A. Standard Cancellation of Monthly Recurring Services

The Client may terminate Monthly Recurring Services (including, but not limited to, Website Management and Email Services) solely by providing sixty (60) days' written notice to Triple Peak Marketing ("TPM"). The aforesaid notice shall initiate a sixty (60)-day cancellation period, during which the Client shall remain fully responsible for all monthly service fees at the current rate. The parties expressly agree that no part of the monthly service fees, whether paid in advance or due during the cancellation period, shall be refundable due to cancellation.

B. Notice Submission and Commencement of Cancellation Period

For the purposes of this Agreement, the timing of the notice receipt dictates the effective start date of the sixty (60)-day cancellation period:

1. Valid and Timely Notice: If the written notice is received by TPM within the last two (2) business days prior to the conclusion of the then-current billing cycle, the sixty (60)-day cancellation period shall commence on the first day of the immediately subsequent billing cycle.
2. Late Notice: If the written notice is not received by TPM within the last two (2) business days prior to the conclusion of the then-current billing cycle, the notice shall be deemed late. Consequently, the sixty (60)-day cancellation period shall automatically commence on the first day of the billing cycle immediately following the subsequent cycle. Example of Late Commencement: If a Client provides written cancellation notice on April 1st, the notice is considered late for the preceding cycle. Therefore, the sixty (60)-day cancellation period would not begin until May 1st, meaning the Client must pay for the entire months of May and June.

C. Immediate Termination in Lieu of Notice

Notwithstanding the provisions in this Agreement, the Client retains the option to terminate Monthly Recurring Services immediately, thereby waiving the sixty (60)-day notice requirement. SHOULD THE CLIENT ELECT THIS IMMEDIATE TERMINATION, THEY SHALL BE LIABLE FOR THE GREATER OF: (I) A FEE EQUIVALENT TO TWO (2) MONTHS OF SERVICE AT THE CURRENT RATE PLUS A NON-REFUNDABLE ADMINISTRATIVE AND RE-ONBOARDING FEE OF $500 CAD; OR (II) THE APPLICABLE TIERED CANCELLATION FEES SET FORTH IN SECTION 16.A. This amount shall be IMMEDIATELY DUE AND PAYABLE to TPM. The Client expressly agrees that this liquidated damage is a bona fide pre-estimate of the sudden disruption to TPM’s resource allocation and NOT a penalty. TPM is authorized to immediately charge the STORED CREDENTIALS (SEC. 15.H) for the full amount upon notice of immediate termination.

D. Paid Digital Marketing Services Cancellation

The Client acknowledges and agrees that a ninety (90) day minimum commitment applies to all Paid Digital Marketing Services. All Fees for these services are billed monthly in advance and are strictly NON-REFUNDABLE.

1. Cancellation During Minimum Commitment (0–90 Days): Should the Client wish to terminate within the initial ninety (90) day period, this constitutes a Material Breach. All remaining management fees and advertising spend allocated for the remainder of the ninety-day commitment shall become immediately due and payable to TPM.
2. Non-Renewal After Minimum Commitment (Post-90 Days): To prevent automatic renewal, the Client must provide sixty (60) days' written notice, subject to the same notice period requirements set forth in Section 17.B.
3. Suspension of Ad Campaigns: Upon lawful termination or non-renewal, TPM reserves the right, at its sole discretion, to suspend or pause all active advertising campaigns immediately, without liability to the Client for any remaining unspent advertising budget.

E. Project Services Cancellation

For individual projects, cancellation after the commencement of work will result in fees proportional to the project’s progress. The initial non-refundable deposit is immediately forfeited and will be credited against the total cancellation fee. The Client is liable for any shortfall between the deposit amount and the applicable cancellation fee.

• Preliminary Work: Cancellation fee will be sixty percent (60%) of the Total Project Fee.
• Partially Completed Work: Cancellation fee will be eighty percent (80%) of the Total Project Fee.
• Near-Completion or Completed Projects: Cancellation fee will be one hundred percent (100%) of the Total Project Fee.

F. Abandoned Projects and Reactivation

A project will be deemed abandoned if TPM receives no communication from the Client for a period of thirty (30) consecutive days. Abandoned projects will be considered terminated and subject to the 100% cancellation fee.

1. Project Reactivation: To resume work on an abandoned project, fifty percent (50%) of the original invoice amount will be required upfront before work can be rescheduled.
2. Monthly Service Reactivation: If a Client later wishes to reactivate a cancelled monthly agreement, TPM will impose a non-refundable reactivation fee of $500.

G. Client Material Retrieval Fee

Upon lawful termination or project abandonment, the Client's proprietary content held by TPM will be stored for a maximum of ninety (90) days (the "Purge Period"). Should the Client require TPM to return or transfer any materials, the Client shall pay a non-refundable Material Retrieval and Administrative Fee of $250 CAD plus applicable taxes. Following the expiration of the Purge Period, TPM shall have the absolute right to permanently delete, destroy, and purge all of the Client’s materials, data, and content from TPM’s systems without liability.

H. Expedited Services

Any requests for expedited or rush services will incur non-refundable rush fees. Any loss, delay, or error arising from rush services will be the sole responsibility of the Client, and TPM shall not be held liable for such outcomes.

I. Prohibition of Service Reduction During Notice Period

The Client is strictly prohibited from "winding down," "scaling back," or requesting a "discounted maintenance mode" for any services once a notice of cancellation has been submitted. All services shall continue at the full, agreed-upon scope and at the current billing rate until the effective date of termination. Any attempt to unilaterally reduce service levels shall be deemed a Material Breach.

J. Calculation and Mandatory Pre-Payment of the Termination Fee

The Termination Fee is a primary contractual debt and becomes immediately due and payable on the date the Client provides notice of termination or "firing." TPM is authorized to immediately charge the Stored Credentials (Section 15.H) for the full amount. No "Off-boarding" (Section 62) or "Data Handover" shall occur until this fee and all outstanding balances are paid in full and in cleared funds.

K. No Fault Proviso for Termination

The Client expressly waives any right to avoid this fee by claiming "dissatisfaction" or "lack of results." The Termination Fee is only waived if the Client proves, via the Mandatory Professional Standard of Review (Section 68), that TPM has committed Gross Negligence that remained un-cured for thirty (30) days.

18. Professional Decorum, Workplace Safety, and Abusive Conduct Surcharges

TPM OPERATES A ZERO-TOLERANCE PROFESSIONAL ENVIRONMENT. The Client expressly warrants that it shall maintain a standard of professional decorum in all interactions. The Client acknowledges that TPM personnel have a STRICT LEGAL RIGHT TO A HARASSMENT-FREE WORKPLACE under the Occupational Health and Safety Act (Alberta).

A. Definition of Compensable Abusive Conduct

THE CLIENT SHALL NOT ENGAGE IN ANY CONDUCT DEEMED BY TPM, IN ITS SOLE AND UNFETTERED DISCRETION, TO BE ABUSIVE, DEMEANING, OR HOSTILE. This includes, but is not limited to: (i) the use of profanity, epithets, or condescending language; (ii) "Communication Bombing" (repetitive, high-frequency, or harassing electronic transmissions); (iii) shouting or aggressive vocalizations; and (iv) ANY STATEMENT INTENDED TO MALIGN THE PROFESSIONAL REPUTATION, COMPETENCE, OR CHARACTER OF TPM PERSONNEL. CRUCIALLY, THE CLIENT IS STRICTLY PROHIBITED FROM ISSUING ANY THREATS—WHETHER LEGAL, PHYSICAL, REPUTATIONAL, OR CYBER-RELATED—AGAINST TPM AS AN ENTITY, ITS ASSETS, OR ANY INDIVIDUAL TPM STAFF MEMBER, CONTRACTOR, OR AGENT. ANY THREAT OF VIOLENCE, HARASSMENT, OR UNLAWFUL RETRIBUTION IS A ZERO-TOLERANCE VIOLATION.

The Client acknowledges that the psychological safety and mental health of TPM personnel are core operational requirements for the delivery of services. The Client is strictly prohibited from engaging in 'Psychological Sabotage,' defined as any conduct intended to cause distress, anxiety, or emotional exhaustion in TPM staff. This includes, but is not limited to: (i) gaslighting regarding project history; (ii) bad-faith threats of litigation to secure unearned discounts; (iii) personal attacks on staff character; or (iv) the issuance of contradictory instructions intended to create professional confusion. The Client stipulates that TPM’s duty to protect the health of its staff takes absolute precedence over any project deadline or milestone.

B. SELF-EXECUTING "ABUSIVE CONDUCT" SURCHARGE

The Client irrevocably stipulates that abusive behavior causes immediate, non-pecuniary damage, psychological distress, and a total collapse of professional efficiency. ACCORDINGLY, EVERY DOCUMENTED INSTANCE OF ABUSIVE OR DEMEANING CONDUCT SHALL TRIGGER AN AUTOMATIC, NON-NEGOTIABLE ADMINISTRATIVE SURCHARGE OF $1,000 CAD PER OCCURRENCE. * THE CLIENT EXPRESSLY AUTHORIZES TPM TO IMMEDIATELY CHARGE THE STORED CREDENTIALS (SEC. 15.H) FOR THIS SURCHARGE UPON THE ISSUANCE OF AN INVOICE. Every instance of conduct that TPM deems, in its sole discretion, to be an infringement upon the mental health or professional peace of its personnel shall trigger the $1,000 CAD 'Psychological Harm Surcharge.' The Client agrees that this surcharge is a genuine pre-estimate of the cost of staff turnover, reduced productivity, and administrative remediation required to restore a healthy workplace.

• TPM’S INTERNAL RECORDS, SCREENSHOTS, OR CALL LOGS SHALL CONSTITUTE CONCLUSIVE AND IRREFUTABLE EVIDENCE OF THE BREACH. C. MANDATORY "COOLING-OFF" BLACKOUT AND SCHEDULE TOLLING UPON THE OCCURRENCE OF ABUSIVE CONDUCT, TPM SHALL IMMEDIATELY IMPLEMENT A MANDATORY 48-HOUR COMMUNICATION BLACKOUT. During this period, all project activity shall cease. THE CLIENT EXPRESSLY WAIVES ANY CLAIM FOR DAMAGES ARISING FROM THIS SUSPENSION. Furthermore, the Client agrees that EVERY INSTANCE OF ABUSIVE CONDUCT SHALL AUTOMATICALLY EXTEND ALL PROJECT DEADLINES AND MILESTONES BY FIVE (5) BUSINESS DAYS to account for the necessary administrative audit and resource re-mobilization.

D. TERMINATION FOR MATERIAL HARASSMENT AND THREATS 

The issuance of any threat (as defined in Section 18.A) or the occurrence of two (2) or more instances of general abusive conduct shall constitute an IRREMEDIABLE MATERIAL BREACH. Upon such breach, the Client acknowledges that the professional relationship is permanently severed. The following self-executing remedies shall apply:

• (i) TPM shall exercise its ABSOLUTE RIGHT TO TERMINATE SERVICES IMMEDIATELY without a cure period or further communication;
• (ii) THE CLIENT SHALL FORFEIT ALL DEPOSITS, RETAINERS, AND PREPAID FEES as Liquidated Damages for the disruption of TPM’s business operations;
• (iii) TPM shall immediately invoice, and the Client shall pay, the $1,500 CAD EMERGENCY DISENGAGEMENT FEE (SEC. 15.R) and the $1,500 CAD OFF-BOARDING FEE (SEC. 62) prior to any data release;
• (iv) TPM reserves the right to report any physical or cyber threats to the appropriate law enforcement authorities in the Province of Alberta, and the Client waives any claim for "Reputational Damage" arising from such a report.

19. Limitation of Liability and Force Majeure

THE CLIENT ACKNOWLEDGES THAT THE PRICING FOR TPM SERVICES IS CATEGORICALLY CONTINGENT UPON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION. BY ENGAGING TPM, THE CLIENT EXPRESSLY ELECTS TO ASSUME THE RISK OF POTENTIAL LOSSES IN EXCHANGE FOR REDUCED SERVICE FEES.

A. Absolute Waiver of Consequential and Indirect Damages

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE CLIENT ABSOLUTELY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES, RELEASES, AND DISCHARGES TPM FROM ANY AND ALL CLAIMS FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES, WITHOUT LIMITATION, CLAIMS FOR LOST PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, REPUTATIONAL DAMAGE, OR THE COST OF PROCURING SUBSTITUTE SERVICES. This waiver applies regardless of the legal theory—whether in contract, tort (including negligence), strict liability, or otherwise—and remains effective EVEN IF TPM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF THE REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

B. Narrow Standard of Care and Waiver of Simple Negligence

TPM’s sole professional obligation is to perform services in a commercially reasonable manner according to prevailing industry standards. THE CLIENT EXPRESSLY WAIVES ANY CLAIM AGAINST TPM PREMISED ON SIMPLE NEGLIGENCE, ERRORS IN PROFESSIONAL JUDGMENT, OR "GOOD FAITH" TECHNICAL MISTAKES. The Parties agree that TPM shall only be held liable for acts of PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The Client acknowledges that the digital environment is inherently unstable and that TPM IS NOT AN INSURER OF THE CLIENT’S BUSINESS SUCCESS OR SYSTEM STABILITY.

C. Exclusive Remedy: Service Credit Limitation

THE CLIENT AGREES THAT TPM’S TOTAL AGGREGATE LIABILITY FOR ANY VERIFIED ERROR, BREACH, OR OMISSION SHALL BE STRICTLY LIMITED TO A NON-REFUNDABLE SERVICE CREDIT.

• The credit shall be calculated solely based on the TPM labor hours required to remediate the specific error.
• UNDER NO CIRCUMSTANCES SHALL THE CLIENT BE ENTITLED TO CASH REFUNDS, DISBURSEMENTS, OR MONETARY RESTITUTION.
• THIS SERVICE CREDIT IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO THE CLIENT. The Client irrevocably stipulates that this limitation is fair, reasonable, and a bargained-for component of the commercial relationship.

D. Maximum Financial Cap

In the event that a court of competent jurisdiction finds the Service Credit remedy in Section 19.C unenforceable, THE PARTIES AGREE THAT TPM’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (I) THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO TPM IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) FIVE HUNDRED CANADIAN DOLLARS ($500 CAD). This financial cap is ABSOLUTE, EXHAUSTIVE, AND ALL-ENCOMPASSING. The Client stipulates that this cap applies regardless of the nature of the claim, including claims for GROSS NEGLIGENCE, FUNDAMENTAL BREACH, OR BREACH OF A CONDITION PRECEDENT. The Client acknowledges that TPM would not provide services at the agreed price point without this specific risk allocation and IRREVOCABLY WAIVES THE RIGHT TO ARGUE THAT THIS LIMITATION IS UNCONSCIONABLE OR THAT IT FAILS OF ITS ESSENTIAL PURPOSE.

E. Force Majeure and Personal Incapacity

Triple Peak Marketing (“TPM”) shall be fully excused from performance and shall not be liable for any delay, failure in performance, "Business Death," or consequential loss resulting from circumstances beyond its reasonable control ("Force Majeure Events").

• Expanded Scope and Proximate Cause: Force Majeure Events include, but are not limited to: Acts of God, fire, flood, war, terrorism, civil unrest, labor strikes, internet/telecommunication infrastructure failures, localized or global cyber-attacks, Third-Party Platform outages, "Black Box" algorithm shifts, or arbitrary policy changes (e.g., Google, Meta, OpenAI), global pandemics, legislative or governmental actions, or the death, sudden incapacitation, or prolonged unplanned absence of the TPM Principal.
  
  
• Waiver of Doctrine of Frustration: The Client expressly agrees that the occurrence of a Force Majeure Event shall not operate to frustrate this Agreement. The Client irrevocably waives any defense of "Frustration of Contract" or "Impossibility of Performance" as a basis for avoiding its financial obligations.
  
  
• "Hell or High Water" Payment Obligation: The Client’s obligation to remit full and timely payment for all Fees accrued, committed, or scheduled under this Agreement is independent and absolute. The occurrence of a Force Majeure Event does not excuse, stay, suspend, or delay the Client’s duty to pay. This is a primary covenant that survives any disaster.
  
  
• Self-Executing Extensions: Upon the occurrence of a Force Majeure Event, all TPM project timelines, delivery estimates, and service level agreements shall be automatically and unilaterally extended for a duration equal to the Force Majeure Event plus an additional fifteen (15) business days for resource re-mobilization and administrative audit.
  
  
• Principal Incapacity & Limitation of Recourse: The Client acknowledges that TPM is a boutique professional service dependent on the specialized expertise of the TPM Principal. In the event of the Principal’s death or permanent incapacitation, this Agreement shall terminate only after the Client has fulfilled the 60-Day Notice Period (Section 17). The Client expressly waives any right to seek damages, refunds, or "credits" for services not rendered during the Principal’s period of incapacity, acknowledging that the Fees paid are for the reservation of agency capacity.

F. Assumption of Third-Party and AI Risk

THE CLIENT EXPRESSLY ASSUMES ALL COMMERCIAL AND TECHNICAL RISK ASSOCIATED WITH THIRD-PARTY VENDORS, APIs, AND GENERATIVE AI TOOLS. TPM acts as a technical conduit; any failure, "hallucination," data breach, or policy change initiated by a third-party platform (e.g., Google Ads, OpenAI, Hosting Providers) is a risk borne EXCLUSIVELY BY THE CLIENT. TPM shall have zero liability for "Business Death" or revenue loss resulting from the arbitrary actions of third-party platforms.

G. Statutory Acknowledgment and Survival

THE CLIENT WARRANTS THAT IT IS A COMMERCIALLY SOPHISTICATED ENTITY AND HAS REVIEWED THIS SECTION WITH LEGAL COUNSEL OR HAS VOLUNTARILY WAIVED THE RIGHT TO DO SO. The Client affirms that this Section is NOT unconscionable or oppressive. These limitations shall survive the termination or expiration of this Agreement indefinitely and shall apply to the fullest extent permitted under the Limitations Act (Alberta) and the laws of Canada.

20. Indemnification and Legal Fees

The Client agrees to FULLY INDEMNIFY, ABSOLUTELY DEFEND, and hold harmless Triple Peak Marketing ("TPM"), along with its officers, directors, employees, agents, and subcontractors (collectively, the "Indemnified Parties"), from ANY AND ALL CLAIMS, DEMANDS, ACTIONS, LIABILITIES, LOSSES, DAMAGES, COSTS, AND EXPENSES—including but not limited to reasonable legal fees, court costs, arbitration fees, and collection expenses—that arise directly or indirectly from the Client’s actions, omissions, or breach of this Agreement, or the Client's use of the Deliverables or services. MUTUAL INTENT: INDEMNITY FOR TPM'S NEGLIGENCE. The Client acknowledges that this provision is intended to be conspicuous and is a material term of this Agreement.

A. Indemnity for TPM's Own Fault

The Client acknowledges that this provision is intended to be conspicuous and is a material term of this Agreement, representing a deliberate and bargained-for allocation of commercial risk. THIS INDEMNITY OBLIGATION IS ABSOLUTE, UNLIMITED, AND APPLIES REGARDLESS OF THE CAUSE, including but not limited to the sole, joint, or contributory negligence, gross negligence, willful misconduct, or any FUNDAMENTAL BREACH of this Agreement by TPM. THE CLIENT EXPRESSLY AGREES THAT THIS INDEMNIFICATION OBLIGATION SHALL NOT BE LIMITED BY, AND SHALL OPERATE INDEPENDENTLY OF, THE FINANCIAL CAPS SET FORTH IN SECTION 19. The Client waives any right, defense, or claim against TPM premised on the severity of TPM's fault. This indemnity shall be interpreted and enforced to the maximum extent permitted under the laws of the Province of Alberta.

B. Scope of Indemnification

This obligation of indemnification extends to a wide range of situations, including, without limitation, any claim, loss, or expense arising from or in any way related to the Client’s business operations, systems, content, or:

• The Client’s use, modification, or distribution of TPM’s services, deliverables, or work products, whether such use is authorized or unauthorized by TPM.
• Any content, materials, data, or instructions provided by the Client to TPM, including claims from third parties involving intellectual property infringement, defamation, or violations of applicable laws or regulations.
• The Client’s failure to adhere to any term, condition, or obligation outlined in this Agreement.
• The imposition of any fine, penalty, restriction, or total suspension of the Client’s account (e.g., Google Ads, Meta Ads, LinkedIn) where the cause of the adverse action is or is alleged to be: (i) any content, materials, or landing pages provided by the Client; (ii) any pre-existing breach or violation of the platform's Terms of Service or advertising policies that existed prior to or during TPM’s engagement; or (iii) the Client’s failure to pay any required advertising spend or fees directly to the Third-Party Platform.
• The imposition of any statutory damages, penalties, or fixed sum awards arising under any copyright, trademark, privacy (including PIPA and PIPEDA), or consumer protection legislation, where such award relates to the Client's content or the Client's use of the Deliverables.
• The imposition of any fine, penalty, or administrative charge by a third-party platform (including but not limited to Google Ads, Meta/Facebook, or LinkedIn) against TPM, its agents, or the Client’s accounts, where such fine or charge arises from the nature of the Client’s content or the Client’s failure to comply with platform policies, regulations, or this Agreement.

This obligation of indemnification extends to, without limitation, any claim, loss, or expense arising from or related to any breach or alleged breach of any federal or provincial privacy legislation, including PIPA and PIPEDA, where such breach is caused by, results from, or is related to the Client’s data, systems, or compliance failure.

C. Indemnity for Subcontractor/Personnel Claims.

The Client’s obligation to indemnify the Indemnified Parties extends absolutely to any and all claims, demands, liabilities, or losses asserted by any current or former employee, contractor, or agent of TPM against TPM, where such claim arises from or is related to the Client's actual or attempted breach of the Non-Solicitation or Non-Circumvention covenants of Section 27. The Client acknowledges this is an absolute, unlimited, and conspicuous indemnity obligation.

D. TPM's Limited Reciprocal Indemnification of Client

Notwithstanding the foregoing, TPM agrees to indemnify the Client solely against third-party claims arising directly from TPM's intentional unauthorized use of the Client's intellectual property outside the scope of services, provided the Client gives TPM immediate written notice and full control over the defense. This reciprocal indemnity shall be strictly capped and limited to the lesser of the total fees paid by the Client to TPM for the specific services directly related to the claim in the ONE (1) MONTH preceding the event giving rise to the claim or $500 CAD.

E. Defense and Control of Claims

In the event that any third-party claim or legal action is brought against TPM as a result of the Client’s materials, actions, or omissions, or as a result of any use of the deliverables by the Client:

• The Client shall be responsible for and agrees to bear ALL associated legal costs and fees, regardless of the outcome of the action and regardless of whether TPM is ultimately found liable. The Client's duty to indemnify for legal costs shall be on a FULL INDEMNITY BASIS (solicitor and own client basis).
• TPM shall have the absolute and sole right, but not the obligation, to control the defense of any such claim or legal action, including the right to select legal counsel, settle, or compromise the claim, at the Client's expense. The Client waives any right to object to TPM's selection of counsel or settlement decisions. The Client agrees to fully cooperate with TPM and its chosen counsel in the defense of any such matter.

F. Independence and Survival

THE CLIENT ACKNOWLEDGES AND AGREES THAT THE CLIENT’S OBLIGATION TO INDEMNIFY THE INDEMNIFIED PARTIES UNDER THIS SECTION IS SEPARATE FROM, AND EXPRESSLY SURVIVES, ANY LIMITATION OF LIABILITY SET FORTH IN THIS AGREEMENT. THIS INDEMNIFICATION IS NOT CAPPED BY THE $500 LIMIT IN SECTION 19.D or otherwise limited by the fees paid to TPM under this Agreement. This obligation will remain in full force and effect even after the Agreement ends or is otherwise terminated. THE CLIENT STIPULATES THAT THEIR DUTY TO DEFEND AND INDEMNIFY ARISES AT THE MOMENT A THREAT OR CLAIM IS MADE, NOT AT THE CONCLUSION OF A TRIAL.

G. Indemnity Against Intellectual Property "Trolls"

The Client’s duty to defend and indemnify TPM extends to any claims brought by "Copyright Trolls," "Patent Trolls," or third-party rights holders where the claim arises from stock media, fonts, plugins, or code requested by the Client or contained within a Deliverable that the Client has deemed approved under Section 10.A.

H. Immediate Duty to Defend and Advancement of Costs

The Client’s duty to defend TPM arises immediately upon the assertion of a claim by any third party. The Client shall advance and pay all legal fees and litigation costs to TPM’s chosen counsel on a monthly basis as they are incurred. Failure to advance these costs within five (5) business days of a demand shall constitute an irremediable Material Breach, triggering the automatic revocation of all Licenses and the immediate application of all Liquidated Damages.

I. Automatic Cost-Shifting for Threatened Litigation

If the Client, or any agent or legal counsel acting for the Client, issues a formal demand letter, "cease and desist," or any electronic communication threatening legal action, arbitration, or regulatory complaints against TPM, the Client shall immediately and without demand become liable to pay TPM a non-refundable "Legal Review Retainer" of $5,000 CAD. This fee is a primary, independent obligation intended to cover TPM’s costs of retaining counsel to review the threat and is not contingent on whether a formal lawsuit is eventually filed. Failure to remit this retainer within five (5) business days of the threat shall trigger the automatic revocation of all Licenses under Section 21.C.

J. Third-Party Legal Process and Discovery Costs

In the event that TPM is required to respond to or comply with any legal process (including subpoenas, document discovery requests, or court orders for production) arising from a dispute, litigation, or investigation involving the Client—but to which TPM is not a named party—the Client shall be solely liable for all associated costs. The Client shall pay TPM for all time spent by its personnel (including principals) responding to such requests at the Premium Hourly Rate ($150 CAD/hour), plus all legal fees incurred by TPM to review and oversee compliance. This obligation applies regardless of whether the Client or a third party initiated the legal process and is payable within ten (10) days of TPM’s invoice.

21. Ownership, Usage, and Intellectual Property Rights

A. Absolute Ownership by TPM

TPM retains full, absolute, and exclusive ownership of all work products, tools, and deliverables (collectively, the "Deliverables"). This includes all underlying intellectual property rights (IPR), such as copyright and authorship. CRUCIALLY, THIS OWNERSHIP REMAINS SOLELY WITH TPM UNTIL THE CLIENT HAS REMITTED THE TOTAL PROJECT FEE AND ALL OUTSTANDING BALANCES IN FULL AND IN CLEARED FUNDS. FURTHERMORE, THE PARTIES IRREVOCABLY AGREE THAT ANY ASSETS, LICENSES, SOFTWARE SEATS, DOMAIN NAMES, OR MEDIA PROCURED BY TPM IN THE PERFORMANCE OF SERVICES FOR WHICH THE CLIENT HAS NOT SPECIFICALLY REIMBURSED TPM IN FULL SHALL REMAIN THE EXCLUSIVE AND PERPETUAL PROPERTY OF TPM. The Client acknowledges that payment of a Deposit (Section 16) does not transfer ownership or usage rights, and ANY ATTEMPT BY THE CLIENT TO CLAIM OWNERSHIP OVER ASSETS FUNDED BY TPM SHALL BE DEEMED AN ACT OF CIVIL CONVERSION AND A MATERIAL BREACH.

B. Protection of AI Prompts and Proprietary Logic

The Client irrevocably stipulates that all Artificial Intelligence (AI) "prompts," structured instructions, prompt-chains, and automated workflows utilized by TPM to generate Deliverables constitute TPM Trade Secrets and proprietary intellectual property. The License granted in Section 21.C is strictly for the final output (the Deliverable) and categorically excludes any right to obtain, access, view, or utilize the underlying prompts or logic. TPM is under no legal or contractual obligation to disclose its prompt library. Any attempt by the Client to compel the disclosure of TPM’s prompt engineering shall be deemed an act of Trade Secret Misappropriation, triggering the Liquidated Damages in Section 28.E.

C. Limited, Conditional License Grant to the Client

UPON TPM’S RECEIPT OF FULL AND FINAL PAYMENT, AND STRICTLY CONTINGENT UPON THE CLIENT'S CONTINUOUS COMPLIANCE WITH ALL TERMS OF THIS AGREEMENT (INCLUDING SECTION 18), TPM grants the Client a limited, non-exclusive, non-transferable license to use the final, approved version of the Deliverables. THIS LICENSE IS AUTOMATICALLY AND IMMEDIATELY REVOKED IF THE CLIENT FALLS OUT OF "GOOD STANDING" OR COMMITS A MATERIAL BREACH.

D. Consequences of Unauthorized Use

The Client irrevocably agrees that the unauthorized use of the Deliverables, or the retention of any TPM Proprietary Information after the License is revoked, causes irreparable financial harm to TPM. Should a breach occur, the Client agrees to pay TPM a fixed, genuine liquidated damage as defined in Section 41.D.3 ($25,000 CAD) per instance of unauthorized use or retention, as this amount is acknowledged by the Parties to be a reasonable pre-estimate of loss for lost IP value and necessary enforcement costs. TPM retains the right to seek statutory damages (if available under copyright law), injunctive relief, and recovery of all legal costs on a full indemnity basis, which statutory damages shall be sought in addition to, and shall not be deemed cumulative with or limited by, the $25,000 CAD liquidated damage, acknowledging that monetary damages alone are an inadequate remedy for a breach of TPM’s IP rights. The Client acknowledges that the $25,000 CAD amount is a genuine pre-estimate of loss; however, should this amount be deemed a penalty, it shall be subject to Mandatory Resizing under Section 23.F to the maximum legal allowance.

E. Third-Party Components and TPM Portfolio Rights

The Client acknowledges that while the Deliverables are primarily authored by TPM, they may contain certain necessary and incidental third-party components (e.g., open-source code or general-use fonts). TPM warrants that the necessary usage rights for these incidental components are granted to the Client, but the Client remains responsible for procurement and compliance with commercial licenses for any specialized third-party components specifically selected or requested by the Client (e.g., premium plugins).

Finally, notwithstanding the license grant to the Client, TPM retains the perpetual, irrevocable, worldwide right to showcase, utilize, and display any Deliverables produced for the Client in its marketing, promotional, or portfolio materials. Furthermore, the Client irrevocably grants TPM the right to use performance data, campaign results, and general insights derived from the services for TPM’s business development and promotional purposes, provided that TPM reasonably de-identifies the information such that it cannot be linked to the Client’s specific corporate identity (e.g., through anonymization or aggregation).

The Client’s failure to provide a written request for restricted usage before the public release of the Deliverables constitutes an absolute and irrevocable waiver of any right to object to such use thereafter.

F. Ownership of Operational and Strategic Data

The Client acknowledges that all audience lists, custom segmentation, paid campaign structures (including ad group naming conventions and targeting parameters), proprietary tracking code modifications, conversion data configurations, and all ad or analytics account reporting data generated, created, or customized by TPM for performance optimization shall constitute TPM Proprietary Information and TPM's sole intellectual property, regardless of the platform on which they reside. The limited License granted in Section 21.B does not, under any circumstances, include the right to access, transfer, or port this operational or strategic data upon termination, expiration, or cancellation of this Agreement. Any transfer of this data, if authorized by TPM in its sole discretion, shall be subject to the imposition of an additional, non-refundable Data Portability Fee, to be determined by TPM, which fee shall not be less than Five Thousand Canadian Dollars ($5,000 CAD) and shall be payable in advance.

G. TPM's Right to Audit and Verification

For the purpose of verifying the Client's compliance with the terms of the limited License (Section 21.B), including the restrictions on use, access, and non-circumvention (Section 27), the Client shall, upon five (5) business days’ written notice from TPM, provide TPM or its designated third-party auditor with all necessary access, documentation, and records related to the use of the Deliverables, the Client’s systems, and the Client’s engagement with any TPM-introduced Third-Party Vendor. Should an audit reveal a Material Breach of this Agreement, the Client shall bear the full cost of the audit, in addition to any other remedies available to TPM.

H. Use of Data for AI and Machine Learning Refinement

The Client grants TPM the irrevocable, perpetual, worldwide right and license to use, access, analyze, and process all anonymized and aggregated performance data, campaign results, general insights, and derivative works of the Deliverables (excluding the Client’s specific Confidential Information and personal data) for the purpose of training, refining, and improving TPM’s internal proprietary artificial intelligence (AI) models, machine learning (ML) algorithms, and automated systems. The Client acknowledges that this grant is a material element of the consideration for the services provided and shall survive the termination or expiration of this Agreement. TPM shall be the sole and exclusive owner of all intellectual property rights in and to any enhancements, improvements, or derivative works resulting from such AI/ML training.

I. Absolute Prohibition on Reverse Engineering and Tampering

The Client is strictly and absolutely prohibited from reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code, underlying algorithms, proprietary logic, or internal structure of any Deliverables, work-in-progress, or TPM Proprietary Information. Any attempt to access, circumvent, or analyze TPM's code or systems shall constitute a material and irreparable breach of this Agreement and an act of trade secret misappropriation. The Client agrees that any such act will, in addition to triggering the $25,000 CAD Liquidated Damages in Section 21.D, subject the Client to an additional, separate, and non-cumulative Liquidated Damage of $50,000 CAD per instance of attempted or completed reverse engineering, which the Parties acknowledge is a genuine pre-estimate of the cost to audit the breach and secure the compromised intellectual property.

J. Mandatory TPM IP Mark and Anti-Circumvention

The Client shall maintain an un-modified, machine-readable copyright notice, license seal, or inconspicuous tracking pixel, as designated and provided by TPM (the “TPM Mark”), on the bottom footer or source code of all publicly released Deliverables (e.g., websites, applications) for the entire duration of the License. The Client’s unauthorized removal, modification, or active concealment of the TPM Mark is a deliberate act of license circumvention and shall automatically trigger the full Liquidated Damages of $25,000 CAD per instance pursuant to Section 21.D, and the immediate, irrevocable revocation of the Client’s License (Section 21.C).

K. Absolute Protection of Proprietary AI / ML Insights

The Client acknowledges that all performance optimizations, strategic insights, proprietary tracking implementations, and machine learning models developed or utilized by TPM are confidential Trade Secrets. Any unauthorized extraction, replication, or use of the proprietary logic derived from TPM's services or the underlying AI/ML models for the purpose of creating a directly competitive service or circumventing TPM shall automatically and immediately trigger a non-cumulative, non-set-off Liquidated Damage of One Hundred Thousand Canadian Dollars (CAD $100,000) per instance, payable immediately upon demand, in addition to any other remedies available to TPM. The Client waives any right to challenge this amount as a penalty.

L. No Third-Party Reliance or Duty of Care

The Deliverables are produced exclusively for the internal business use of the Client. TPM assumes no duty of care and no liability to any third party (including the Client’s investors, lenders, or customers) who may view, use, or rely upon the Deliverables. The Client shall not represent to any third party that TPM has audited, verified, or certified the accuracy of any data provided by the Client and contained within the Deliverables. Any third-party claim arising from such unauthorized reliance shall be subject to the full Indemnification provisions of Section 20.

M. Stipulation of Willful Copyright Infringement for Unpaid Use

The Client expressly agrees that any use, display, or reproduction of the Deliverables (including websites, graphics, or ad copy) while any Balance or Fee remains outstanding and overdue constitutes "Willful Copyright Infringement" under the Copyright Act (Canada). In any legal action to recover unpaid fees, the Client stipulates that the "Fair Market Value" of the license for the purpose of calculating statutory damages shall be deemed no less than ten (10) times the Total Project Fee, and the Client waives any right to argue for a lower valuation of TPM’s intellectual property.

N. Stipulated Fair Market Value for Unauthorized Use

In any legal action where the Client is found to have used, displayed, or retained Deliverables without having paid the Total Project Fee in full, the Parties irrevocably stipulate that the "Fair Market Value" of the License shall be deemed no less than ten (10) times the Total Project Fee. This valuation is agreed upon to reflect the "unlocked" value of the IP and the cost of enforcement. The Client waives any right to argue for a lower valuation in court or to seek "relief from forfeiture" regarding this valuation.

O. Limitation to Object Code and Final Deliverables

Unless the Client has executed a separate "Full Intellectual Property Transfer Addendum" signed by the TPM Principal and paid a specific "Source Code Buyout Fee," the Limited License granted in Section 21.C is restricted strictly to the compiled, front-facing version (Object Code) of the Deliverables. THE CLIENT POSSESSES NO LEGAL OR EQUITABLE RIGHT TO ACCESS, OBTAIN, OR MODIFY THE "RAW" SOURCE FILES OR DATABASES UNTIL ALL OFF-BOARDING CONDITIONS (SECTION 62) ARE MET. Any attempt to compel the production of these proprietary files during a dispute shall be deemed a Material Breach and an act of Trade Secret Misappropriation.

22. Non-Disparagement

The Client expressly agrees and covenants that, at all times, both during the term of this Agreement and thereafter, they shall not make, publish, disseminate, or communicate, directly or indirectly, any false, misleading, defamatory, or disparaging statements or representations, whether written, oral, electronic, or by any other means, concerning Triple Peak Marketing ("TPM"), its officers, directors, employees, agents, contractors, affiliates, or the services and deliverables provided by TPM (collectively referred to as the "Protected Parties"). This specifically includes, but is not limited to, statements made on social media platforms, search engine review sites (e.g., Google, Yelp), or any other public or private forum.

A. Corrective Action Requirement

In the event of a breach of this Non-Disparagement Section, the Client shall, within twenty-four (24) hours of written notice from TPM, take all necessary and immediate steps to retract, delete, correct, or cause the removal of the disparaging statement from all platforms and forums. Failure to take such corrective action within the 24-hour period shall automatically entitle TPM to the full liquidated damages and remedies set forth in this Section, without limitation.

B. Reputational Remediation and Crisis Management Fees

In the event of a breach of this Non-Disparagement provision, the Client acknowledges that TPM’s commercial reputation and search engine standing sustain immediate, quantifiable harm requiring professional intervention. The Client shall be immediately liable for the Reputational Restoration Fee as defined in Section 41.D.1 ($25,000 CAD). This fee is a primary contractual obligation intended to cover the immediate labor and costs of SEO suppression. This fee is a primary contractual obligation intended to cover the immediate labor and costs of SEO suppression, public relations response, and administrative remediation. This retainer is a minimum floor and is cumulative to any actual damages, lost profits, or legal fees TPM may seek in a court of competent jurisdiction. The Client expressly waives any right to challenge this fee as a penalty, acknowledging it as a service-based cost for brand recovery.

C. Legal Fees and Costs

The Client further agrees to pay all legal fees and costs incurred by TPM in connection with enforcing this non-disparagement provision, including but not limited to the cost of preparing and sending the written notice, and any costs related to the collection of liquidated damages.

D. Reasonableness of Liquidated Damages

The Client expressly acknowledges and agrees that the liquidated damages specified above are a genuine pre-estimate of the actual damages TPM would incur in the event of a breach, given the difficulty of quantifying harm to goodwill, reputation, and commercial relationships, and are not intended as a penalty or forfeiture. Specifically, the Client acknowledges that the calculation is a bona fide estimate of highly variable and difficult-to-quantify damages, including (i) loss of anticipated recurring revenue from multiple prospective clients due to negative public statements; (ii) cost of engaging a third-party reputation management firm for up to six (6) months; (iii) administrative cost of TPM Principal time diverted to remediation (estimated at 100+ hours); and (iv) permanent loss of goodwill and commercial reputation. The Parties agree that this estimate is reasonable and commercially accepted to provide certainty for both parties upon breach. The Client specifically acknowledges that, due to the digital nature of TPM’s services, harm from disparaging statements is amplified and permanent, including damage to search engine results, social media standing, and third-party review sites, which is impossible to quantify precisely. The Client further acknowledges that TPM may not be able to quantify the exact amount of harm caused by such a breach. The liquidated damages are intended to compensate TPM for these losses. The Client warrants that the minimum compensation of $25,000 CAD (or the alternative calculation) is a genuine pre-estimate of the losses directly resulting from reputational harm, including the cost of external reputation management consultants, lost future referral business, and the necessary administrative time of TPM principals to remediate the public relations damage.

E. Injunctive Relief and Equitable Remedies

The Client acknowledges that a breach of this provision may cause immediate and irreparable harm to TPM, including damage to its reputation, goodwill, and relationships with third parties, and that such harm may not be adequately compensated by monetary damages alone. Therefore, in addition to any liquidated damages, TPM shall be entitled to seek injunctive relief, specific performance, or other equitable remedies to prevent or limit any actual or threatened violation of this Section.

F. Enforceability and No Waiver of Rights

The Client agrees that the terms of this non-disparagement provision, including the liquidated damages, are reasonable, necessary, and enforceable under the laws of Alberta and Canada. Enforcement of this provision shall not be construed as limiting or waiving any other rights or remedies that TPM may have under this Agreement, or any rights available at law.

G. Absolute and Continuing Non-Disparagement of Personnel, Products, and Reputation

The Client’s obligation under this Section is absolute and is not contingent upon the truthfulness of the statement. The Client further expressly covenants not to make any statement (including, without limitation, any statement of opinion, fact, or dissatisfaction, whether truthful or not) that is reasonably likely to negatively affect the reputation, professional standing, goodwill, or commercial opportunities of TPM, its principals, or any member of its staff. This prohibition explicitly extends to communicating any perceived dissatisfaction, complaint, or alleged breach of this Agreement to any third party (including a regulator, media organization, or other client of TPM) with the intent or effect of causing harm, damage, or commercial loss to TPM or its staff. Any such communication shall be deemed a material breach and immediately trigger the liquidated damages set forth in Section 22.B.

H. TPM's Right to Defend and Disclose

Notwithstanding any other provision of this Agreement, including the Confidentiality provisions in Section 28, the Client irrevocably grants to TPM the absolute, non-waivable right to disclose any information, including but not limited to the Client's identity, the existence of this Agreement, the specific nature of any breach or default by the Client (including non-payment, failure to cooperate, or breach of IPR), and the factual circumstances surrounding a dispute, to the extent TPM deems necessary, in its sole discretion, to defend itself against any claim, suit, administrative action, public disparagement, or other legal or commercial threat initiated by or attributable to the Client or a third party acting on the Client's behalf. The Client expressly waives any claim against TPM for a breach of confidentiality or non-disparagement arising from TPM's exercise of this right of self-defense.

I. Limited Reciprocal Non-Disparagement by TPM

Non-Disparagement by TPM Solely for the purpose of demonstrating the commercial reasonableness of this Agreement, TPM agrees that it will not make any false, misleading, defamatory, or disparaging statements about the Client, provided that this limited reciprocal covenant shall not apply to: (i) any statement or communication made by TPM in defense of its reputation as permitted in Section 22.H; (ii) any disclosure required by law; (iii) the enforcement of this Agreement, including the disclosure of Client's non-payment or breach to credit agencies or collection agents; or (iv) statements made under privilege in any legal or regulatory proceeding.

J. Non-Disparagement Extension to Related Parties

For the purposes of this Section 22 (Non-Disparagement), the term "Client" shall be deemed to irrevocably include, and the covenants and obligations herein shall absolutely bind, the Client's principals, officers, directors, managing members, controlling shareholders, and the immediate family members and friends of each of the aforementioned individuals. The Client warrants that it has sufficient legal authority and control over these related parties to ensure their compliance with this Section. Any breach of this Section by any such related party shall be deemed a Material Breach by the Client and shall automatically and immediately trigger the full remedies, including the Liquidated Damages, set forth in Section 22.B.

K. Absolute Nature of Non-Disparagement

The Client’s obligation of Non-Disparagement is absolute, strict-liability, and result-oriented. The Client expressly and irrevocably waives the defenses of 'Truth,' 'Justification,' 'Fair Comment,' or 'Public Interest.' Any statement that has the effect of lowering TPM’s reputation in the eyes of a reasonable person shall trigger the $25,000 CAD Liquidated Damages immediately, regardless of the Client's intent or the factual veracity of the statement.

L. Statutory and Legal Carve-Out

Nothing in this Section 22 shall be construed to prohibit, restrict, or fine the Client for: (i) providing truthful testimony or evidence in a court of law or under a valid subpoena; (ii) making a good-faith report to a government or law enforcement agency; or (iii) participating in a protected whistleblower proceeding. The Client acknowledges that this Section is intended to prevent commercial disparagement and reputational sabotage, not to interfere with the administration of justice.

M. Justification of Liquidated Damages

The Client expressly acknowledges that the $25,000 CAD minimum Liquidated Damage amount specified in Section 22.B is not a penalty, but a genuine pre-estimate of the baseline cost required for Reputational Restoration. The Parties stipulate that this amount represents the market cost for TPM to engage a third-party Reputation Management firm, SEO suppression specialists, and legal counsel to mitigate the permanent damage to search engine results and brand equity caused by a single disparaging public statement.

23. Governing Law, Jurisdiction, and Dispute Resolution

A. Governing Law and Jurisdiction

This Agreement, and all matters arising out of or relating to this Agreement, including all tort, contract, and statutory claims, shall be exclusively governed by and construed in accordance with the laws of the Province of Alberta, Canada, and the federal laws of Canada applicable therein. The Client irrevocably agrees to the absolute exclusion of any application of the laws of any other jurisdiction and the exclusion of any conflict of law rules that might direct the application of any other law.

B. Dispute Resolution Process

Prior to the initiation of any legal action, suit, or proceeding (other than a claim for injunctive relief to prevent irreparable harm, for which this requirement is waived), the Parties agree to first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved through negotiation within thirty (30) days of the request, the Parties shall refer the dispute to non-binding mediation in Calgary, Alberta, with a mutually agreed-upon mediator. The costs of mediation shall be paid by the Party who initiated the legal action, suit, or proceeding. Failure by the Client to participate in mandatory negotiation or mediation in good faith shall constitute a Material Breach of this Agreement and shall entitle TPM to full recovery of all legal costs incurred in any subsequent litigation, regardless of the outcome of the litigation.

C. Exclusive Forum and Dispute Resolution

The parties agree that any action, suit, or proceeding arising out of or related to this Agreement shall be irrevocably and exclusively commenced in the courts located in the City of Calgary, Province of Alberta. By entering into this Agreement, the Client:

• Irrevocably submits to the exclusive personal jurisdiction of the Alberta courts (specifically in Calgary) for the purpose of any such action, suit, or proceeding.
• Expressly and unconditionally waives any claim or defense of forum non conveniens (that another jurisdiction would be more convenient or appropriate), and any objection to venue being laid in Calgary, Alberta.
• Waiver of Jury Trial: The Client expressly and irrevocably waives the right to a trial by jury in any legal proceeding, suit, or action arising out of or related to this Agreement or the services provided.

D. Legal Costs for Enforcement

Notwithstanding any other provision in this Agreement, the Client shall pay all reasonable legal fees, costs, and disbursements, including those incurred on a solicitor and own client basis (on a full indemnity basis), incurred by TPM in successfully enforcing or defending any provision of this Agreement, including but not limited to the collection of any overdue amounts, obtaining injunctive relief, or otherwise enforcing TPM's rights, regardless of whether a legal proceeding is formally commenced.

Client Assumes All Litigation Risk (Irrevocable Covenant): Notwithstanding any rule of court, law, or equity, the Client irrevocably covenants and agrees to reimburse and pay TPM for all legal fees, costs, and disbursements incurred by TPM (on a full indemnity, solicitor and own client basis) in connection with any legal action, arbitration, or proceeding commenced by the Client against TPM or in which TPM is a named party, regardless of whether TPM prevails on the merits of the claim. This absolute obligation to pay TPM's legal costs is a core commercial term, acknowledged by the Client as a bargained-for risk allocation, and shall survive the termination or expiration of this Agreement.

Stipulated Enforcement Premium: The Parties agree that if TPM is required to initiate legal action to collect a Debt or enforce Intellectual Property rights, and TPM prevails in any capacity, a non-refundable Litigation Management Surcharge of $5,000 CAD shall be automatically added to the judgment. This sum is a genuine pre-estimate of the internal administrative labor and Principal-level time required to manage the litigation process, independent of external legal fees.

1. Internal Litigation Management Fee

If the Client initiates any legal proceeding, arbitration, or regulatory complaint against TPM, the Client shall pay an immediate, non-refundable Administrative Litigation Surcharge of $15,000 CAD. This fee compensates TPM for the diversion of its Principal’s time, loss of operational focus, and internal administrative labor required to manage the dispute. This fee must be paid as a condition precedent to TPM being required to file a Statement of Defence or participating in mediation.

E. Waiver of Class Action

To the maximum extent permitted by applicable law, the Client expressly and irrevocably waives any right to bring any action, suit, or proceeding against TPM as a member or representative of any class or representative action. All claims must be brought solely on an individual basis, and the Client shall not seek to have any dispute heard as a class or other representative action or proceeding. This waiver is absolute and applies to any legal or equitable proceeding arising out of or related to this Agreement or the services.

F. Severability and Mandatory Judicial Reformation

The Parties intend for this Agreement to be enforced to the fullest extent permitted by the laws of the Province of Alberta. It is the Parties’ express choice of law and intent that, if any term is held unenforceable, the court is hereby contractually instructed to apply the doctrine of mandatory severance and notional resizing. The court shall not strike the provision, but shall instead reform and reduce the offending amount to the highest maximum dollar amount that is legally sustainable under the laws of the Province of Alberta. This Section serves as a direct instruction to the judiciary to preserve TPM’s protective framework.

1. Mandatory Resizing: The court is hereby expressly and contractually instructed by the Parties to apply the doctrine of 'Notional Severance' or 'Blue-Pencilling.' The court shall not strike the provision. Instead, the court shall reform and reduce the offending amount to the highest maximum dollar amount that is legally sustainable under the laws of the Province of Alberta.
2. Preservation of Protection: Any such reformation must be conducted so as to provide TPM with the closest possible legal equivalent of the protection intended by the original language. 
3. Maximum Legal Allowance: If a financial penalty or liquidated damage is found to be excessive, it shall be automatically reduced only to the highest maximum dollar amount or percentage allowed under Alberta law, rather than being struck down entirely.
4. Survival of Remainder: The invalidity of any particular provision shall not affect the validity of any other provision, and the remainder of this Agreement shall continue in full force and effect as if the invalid portion had never been included, but as reformed.
5. Judicial Instruction: This Section serves as a direct instruction to the judiciary to preserve TPM’s protective framework to the greatest degree allowed by law.

G. Restrictive Covenant Specific Reformation.

The Client expressly acknowledges that the restrictive covenants in Section 27 (Non-Solicitation and Non-Circumvention) are reasonable. Should any court of competent jurisdiction determine that any part of Section 27 is overbroad, unenforceable, or unreasonable in scope, time, or geographic area, the Parties request and irrevocably authorize the court to adjust the offending part and/or reduce the scope, time, or geographic area to the maximum extent permissible under Alberta law and the principle of 'blue-pencilling' so that the covenant remains valid and enforceable to protect TPM's legitimate business interests.

24. Waiver, Entire Agreement, and Assignment

This Agreement represents the complete, final, and exclusive understanding between Triple Peak Marketing (TPM) and the Client, superseding all prior discussions, representations, agreements, or understandings, whether oral or written (the "Entire Agreement"). The Client expressly and irrevocably acknowledges that in entering into this Agreement, the Client has relied solely upon the terms, conditions, and representations contained within the four corners of this document and has not relied upon any oral statements, assurances, projections, or discussions made by TPM or its representatives prior to the execution of this Agreement. The Client explicitly and irrevocably waives any and all claims for negligent misrepresentation, innocent misrepresentation, or any similar claims arising from pre-contractual discussions or statements. No modifications or changes to this Agreement will be valid unless made in writing and explicitly agreed to by TPM. Any oral statements or prior agreements that contradict or alter the terms of this Agreement shall have no effect unless formally incorporated into this document with the express written consent of TPM.

TPM retains the absolute right to subcontract, assign, or delegate its obligations or services under this Agreement at its sole discretion, without any obligation to notify the Client. This means TPM is free to transfer or delegate work to third parties as it sees fit, and such actions will not affect the Client’s obligations under the Agreement. The Client shall not assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of TPM, which consent may be withheld in TPM's sole discretion.

TPM reserves the absolute and unilateral right to update, modify, or replace any portion of this Agreement at any time without prior notice to the Client. The Client acknowledges that the definitive and governing version of this Agreement is perpetually hosted at https://triplepeakmarketing.com/privacy-policy/. It is the Client’s sole and exclusive responsibility to periodically review said URL to stay informed of the then-current terms. The Client’s continued engagement of TPM’s services, or the remittance of any payment, shall constitute total and irrevocable acceptance of the most recent version of this Agreement, regardless of whether a link to these policies was provided on a specific invoice or project document.

Non-Waiver of Rights: The failure or delay by TPM to insist upon strict performance of any term, condition, or covenant of this Agreement, or the failure to exercise any right or remedy available to it, shall not be construed as an implied waiver of any future breach or default. Furthermore, no course of conduct or dealing between the Parties shall be held to modify, amend, or limit TPM’s rights or be construed as a waiver of any provision. In other words, the failure to enforce any provision does not mean that TPM waives its right to enforce that provision or any other provision at a later time. The Client expressly acknowledges that every provision of this Agreement is enforceable and that TPM has relied on these terms in agreeing to provide services to the Client.

A. Non-Assignment of Claims

The Client is absolutely prohibited from assigning, transferring, or delegating any claim, cause of action, right to recovery, or dispute arising under or relating to this Agreement to any third party, whether by operation of law, asset purchase, merger, or otherwise, without the express prior written consent of TPM. Any attempted assignment in breach of this provision shall be null and void and shall constitute a Material Breach of this Agreement, automatically triggering the immediate and irrevocable termination rights and Liquidated Damages set forth in Sections 15 and 21.

B. Waiver of Contra Proferentem

The Client acknowledges that this Agreement is a fully negotiated commercial contract, and both parties have had the opportunity to seek independent legal advice. Accordingly, the legal doctrine of Contra Proferentem, which provides that ambiguous contract terms should be interpreted against the drafter, shall not apply to the interpretation or construction of this Agreement. The Parties agree that this Agreement shall be deemed jointly authored for all legal purposes, and all provisions herein shall be interpreted according to their plain meaning, without any presumption for or against either Party.

C. No Third-Party Beneficiaries

This Agreement is intended for the exclusive benefit and protection of the Parties hereto (TPM and the Client) and their respective permitted successors and assigns, and for no other person or entity. The Client expressly agrees that there are no third-party beneficiaries to this Agreement, and no person or entity who is not a direct Party to this Agreement shall have any right, interest, or claim under this Agreement or be entitled to enforce any of its terms or provisions, including, without limitation, the Client's customers, investors, affiliates, or any related third party.

D. Further Assurances

The Client agrees to execute and deliver all such further documents and instruments and do all such further acts and things as may be reasonably requested by TPM from time to time to fully effect, confirm, perfect, and carry out the intent of this Agreement and the transfer or protection of any proprietary rights or intellectual property granted to TPM hereunder. The Client's obligation under this section is absolute and survives the termination of this Agreement.

E. Specific Non-Reliance on Pre-Contractual Representations 

The Client warrants that it has not relied on any "pitch decks," marketing materials, case studies, or verbal sales presentations in entering this Agreement. The Client acknowledges that past performance by TPM for other clients is not a guarantee of future results for the Client. The Client irrevocably waives any claim of "bait and switch," deceptive marketing, or fraudulent inducement based on any statement or visual representation made by TPM or its agents outside the four corners of this written Agreement.

F. Absolute Rejection of External Modifications

No "red-lines," email side-agreements, or proposed modifications sent by the Client shall have any effect on this Agreement. Any modification to the standard terms must be captured in a separate document titled "Formal Amendment to Policies" and must bear the physical or verified electronic signature of the TPM Principal. The Client agrees that any attempt to unilaterally modify this Agreement through the submission of altered documents constitutes a Material Breach and may result in the immediate cessation of onboarding or services.

G. Binding Effect on Successors and "Change of Control."

This Agreement and all restrictive covenants (including Non-Solicitation and Non-Disparagement) are binding upon the Client’s successors, heirs, and assigns. In the event of a sale, merger, or "Change of Control" of the Client’s business, the original Client and its principals shall remain jointly and severally liable for all Fees and obligations until a formal "Assumption Agreement" is signed by the new owner and approved in writing by the TPM Principal. The Client is strictly prohibited from transferring its License to a new owner without TPM’s express written consent and payment of a $1,000 Transfer Fee.

Deemed Breach upon Asset Sale: Any "Change of Control" or sale of more than fifty percent (50%) of the Client's business assets shall be deemed a Material Breach of this Agreement unless TPM provides prior written consent. Upon such an event, the Total Project Balance and any remaining commitment fees for Monthly Services shall become immediately due and payable. The Client’s principals shall remain personally, jointly, and severally liable for all outstanding Fees until a formal Assumption Agreement is executed by the successor and approved by TPM.

H. Rejection by Silence and Non-Reliance on Omissions

The Client acknowledges that TPM’s failure to respond to any email, 'red-line,' or proposed modification within any timeframe shall be conclusively and irrefutably deemed a rejection of such proposal. Silence, continued performance of services, or the acceptance of payment by TPM shall never constitute 'acquiescence,' 'waiver,' or 'consent' to any modification of these terms. The Client is strictly prohibited from relying on TPM’s silence as a basis for any claim of contract modification or waiver of rights.

25. Annual Price Increases

TPM reserves the right to increase all service fees, monthly subscriptions, and project fees by up to seven percent (7%) annually. TPM shall provide the Client with at least sixty (60) days' written notice prior to any such price adjustment taking effect.

By continuing to use or receive TPM’s services after the 60-day notice period has elapsed, the Client provides their irrevocable acceptance of the new pricing. These updated fees will be applied automatically to the Client’s account and shall remain binding for the duration of the Agreement or until the next annual increase.

This policy applies to all services provided under this Agreement, including but not limited to monthly recurring services, print services, email and website management, digital marketing, and project-based work. The Client acknowledges that TPM has the right to implement these increases at its sole discretion, provided the 60-day notice requirement is met.

A. Discretionary Discounts and Promotional Pricing

Any discounts, rebates, or promotional rate adjustments provided by TPM are granted at the sole, absolute, and unfettered discretion of the TPM Principal. The Client acknowledges and agrees that such discounts are temporary concessions for the purpose of professional goodwill and do not constitute a permanent modification of the Base Hourly Rate, Monthly Service Fees, or any other financial obligation. TPM reserves the unilateral right to revoke, alter, or expire any discount at any time, for any reason, including but not limited to Client payment delays or changes in TPM resource allocation. The expiration or removal of a discount shall not be characterized as a "Price Increase" for the purposes of the notice requirements in Section 25, and the Client’s obligation to pay the full standard rate shall be automatically reinstated upon the removal of the discount without the requirement of further notice. Any "Legacy Rate" or "Grandfathered Pricing" is a revocable privilege, not a contractual right, and is subject to the Anti-Waiver provisions of Section 51.

26. Primary Personal Liability and Indemnity

A. Characterization of Transaction (Non-Consumer)

The Client expressly warrants and represents that this is a Business-to-Business (B2B) commercial transaction. The Client irrevocably waives any and all rights, protections, and "cooling-off" periods under the Consumer Protection Act (Alberta).

B. Absolute Personal Liability as Primary Obligor

In consideration of TPM entering into this Agreement, the individual(s) initiating the Agreement (the “Signatory”) hereby unconditionally agrees to be bound to this Agreement as a PRIMARY DEBTOR and CO-CONTRACTOR, and not merely as a guarantor. The Signatory acknowledges that their liability is DIRECT, PRIMARY, AND ABSOLUTE, and is not contingent upon TPM first exhausting remedies against the corporate Client entity. The Signatory acknowledges they are entering this Agreement in their personal capacity as a co-principal. The Signatory irrevocably waives the protection of the corporate veil and stipulates that any debt or liquidated damage owed by the Client entity is conclusively and personally the debt of the Signatory. This personal liability is non-dischargeable in any corporate restructuring or bankruptcy of the Client entity.

C. Contract of Indemnity (Bypassing GAA)

The Signatory hereby enters into a STRICT CONTRACT OF INDEMNITY to save TPM harmless from any loss, debt, or liquidated damages arising from this Agreement. The Signatory acknowledges that as a PRIMARY OBLIGOR, they are not a “guarantor” as defined by the Guarantees Acknowledgment Act (Alberta), and therefore a lawyer-signed GAA Certificate is not required for the enforcement of this personal debt.

D. Joint and Several Liability

The Signatory and the Client entity shall be JOINTLY AND SEVERALLY LIABLE for the prompt and full payment of all Fees, Interest, and Liquidated Damages. TPM may pursue the Signatory for the full balance of any debt without first seeking payment from the Client entity.

E. Fraudulent Inducement and Primary Liability

The Client and Signatory acknowledge that TPM agrees to commence work in direct reliance on the Signatory’s representation of personal financial backing.

• Deemed Fraud: If the Signatory attempts to avoid personal liability by later claiming the protection of the Guarantees Acknowledgment Act, such conduct shall be conclusively deemed a Material Misrepresentation of Fact and Contractual Fraud.
• Primary Debtor Status: In the event of a dispute, the Signatory irrevocably agrees to be held personally liable as a Primary Debtor, thereby waiving any requirement for a GAA Certificate to enforce the debt against their personal assets.

F. Survival and Alter Ego Liability

This personal obligation is a continuing one and shall survive the termination, insolvency, or bankruptcy of the Client. The Signatory warrants they have the personal capacity to satisfy the corporate debt and agrees to be personally, jointly, and severally liable for all TPM’s losses, including full indemnity legal costs.

G. Personal Liability for Tortious and Extra-Contractual Acts

The Client and Signatory agree that the protections of corporate limited liability SHALL NOT APPLY to acts of fraud, willful copyright infringement (Section 21.M), or breach of the Non-Disparagement covenant (Section 22). In such events, the individual principals of the Client shall be PERSONALLY, JOINTLY, AND SEVERALLY LIABLE for all resulting Liquidated Damages and TPM’s legal costs. The Parties stipulate that such acts are strictly outside the ordinary course of corporate business and constitute personal torts for which the Signatory assumes direct financial responsibility.

27. Non-Solicitation, Non-Circumvention, and Protection of Business Infrastructure

The Client acknowledges that TPM’s primary business value is derived from its proprietary "Business Infrastructure," which includes its internal personnel, white-label partners, specialized third-party contractors, and high-level vendor relationships (collectively, "TPM Infrastructure Partners"). The Client recognizes that TPM has invested significant capital and years of professional development to curate this network, and that any attempt to access this network directly constitutes the theft of TPM’s trade secrets and commercial methodology.

A. Joint and Several Liability for Restricted Entities

The Client expressly covenants that all "Restricted Entities" (including parent companies, subsidiaries, shareholders, and agents) are bound by these restrictions. The Client and all Restricted Entities shall be jointly and severally liable for any breach of this Section, and TPM may proceed against any or all of them without exhausting remedies against the others.

B. Absolute Prohibition of Direct Vendor Engagement and Circumvention

The Client agrees that at no time during the Term, and for a period of twenty-four (24) months following the termination or cancellation of this Agreement for any reason, shall the Client or any Restricted Entity—directly or indirectly—initiate contact with, solicit, or engage any TPM Infrastructure Partner who has assisted TPM in providing services to the Client.

• Scope of Prohibition: This applies to any partner or vendor, regardless of whether they provided services directly to the Client or "behind the scenes" (indirectly) as part of TPM’s fulfillment engine.
• Cancellation is Not a Release: The Client stipulates that the act of canceling services with TPM does not grant the Client the right to approach TPM’s vendors. Any attempt to "cut out the middleman" after cancellation shall be deemed a premeditated act of Contractual Sabotage.
• Mandatory Disclosure: If a TPM Infrastructure Partner inadvertently contacts the Client, the Client has an affirmative duty to notify TPM in writing within forty-eight (48) hours and must immediately cease communication with said partner.

C. Non-Solicitation of TPM Personnel

During the term and for twenty-four (24) months thereafter, the Client shall not solicit, recruit, or hire any employee or contractor of TPM. This restriction applies even if the individual responds to a general job posting.

D. Non-Circumvention "Shadow Management Fee" and Liquidated Damages

The Parties agree that the harm resulting from circumvention is immediate and irreparable. Accordingly, any breach of this Section shall trigger the following cumulative penalties:

• Fixed Penalty: An immediate payment of Fifty Thousand Canadian Dollars ($50,000 CAD) as defined in Section 41.D.2  as the Infrastructure Sabotage & Poaching Fee for the breach of trust and loss of trade secrets.
• Shadow Management Fee: A recurring monthly fee equal to fifty percent (50%) of all gross amounts paid by the Client to the bypassed Partner or Vendor. This fee shall be due to TPM perpetually for as long as the Client maintains a relationship with said Partner.
• Poaching Fee: Any attempt to "cut out the middleman" shall trigger an IMMEDIATE INFRASTRUCTURE SABOTAGE FEE OF $50,000 CAD.
• Audit Rights: TPM shall have the immediate right to audit the Client’s financial records and vendor contracts to determine the extent of the circumvention. The Client shall bear the full cost of this audit if a breach is confirmed.

E. Irrevocable Injunction and Trade Secret Acknowledgment

The Client stipulates that its network of TPM Infrastructure Partners constitutes a Trade Secret. The Client provides advance and irrevocable consent to a court-ordered injunction to terminate any direct relationship between the Client and a TPM Infrastructure Partner in the event of a breach. The Client waives any requirement for TPM to post a bond for such an injunction.

F. Absolute Cooling-Off Period

Following termination, the Client and all Restricted Entities shall observe a six (6) month absolute "cooling-off" period during which they shall initiate no contact whatsoever with any TPM employee or Infrastructure Partner for any purpose, including general commercial interaction.

G. Global Talent and Virtual Assistant Protection

The prohibitions in Section 27 apply with absolute force to TPM’s specialized offshore technical units, Virtual Assistants, and third-party AI-orchestrators. The Client acknowledges these individuals are part of TPM’s "Trade Secret Infrastructure." Any attempt to bypass TPM to hire these individuals directly shall trigger the immediate $50,000 CAD Infrastructure Sabotage Fee.

28. Confidentiality, Trade Secrets, and Proprietary Information Protection

A. Definition of Trade Secrets and Confidential Information

"Confidential Information" means all non-public, proprietary, or commercially sensitive information disclosed in connection with this Agreement. The Client irrevocably stipulates that TPM’s proprietary methodologies, pricing structures, internal workflows, source files, and vendor identities (the "TPM Trade Secrets") constitute valuable commercial trade secrets. The Client acknowledges that the unauthorized disclosure of TPM Trade Secrets would result in the immediate destruction of TPM’s competitive advantage.

B. Absolute Prohibition on Requesting TPM Privileged Data

The Client is strictly and perpetually prohibited from requesting, demanding, or attempting to compel (via legal discovery or otherwise) any internal TPM data, including but not limited to:

• Internal Staff Communications: Emails, Slack logs, WhatsApp messages, or meeting minutes between TPM personnel/contractors.
• Back-End Infrastructure: Private software configurations, internal time-tracking logs, proprietary AI prompt libraries, instruction sets, and custom GPT configurations.
• Vendor Financials: Internal contracts or wholesale pricing agreements between TPM and its Infrastructure Partners. The Client acknowledges that they are purchasing final Deliverables, not access to the engine that creates them.

C. Client Access Restrictions and Unauthorized Probing

The Client’s access is strictly limited to the final, approved Deliverables. Any attempt by the Client to probe, "scrape," reverse-engineer, or circumvent TPM’s internal systems or third-party web platforms used for service delivery shall be deemed an act of industrial espionage and a Material Breach. This triggers the immediate and automatic revocation of all usage licenses under Section 21.C.

D. Mandatory Obligation of Non-Disclosure and Protection

The Receiving Party (Client) agrees:

• To use Confidential Information exclusively for the purpose of fulfilling obligations under this Agreement.
• To protect TPM's information using the highest degree of care available under industry standards.
• To ensure that any authorized employee or agent who sees this information is personally bound by a written non-disclosure agreement that is at least as restrictive as this Section.

E. Liquidated Damages for Breach of Trade Secrets

The Client acknowledges that a breach of this Section causes multi-factor loss (reputational, financial, and competitive) that is impossible to calculate precisely. Accordingly, the Parties mutually stipulate that any breach of this Section shall require the Client to pay TPM, as fixed Liquidated Damages and not as a penalty, the amount equal to the greater of:

• Fifty Thousand Canadian Dollars ($50,000 CAD), or
• Twelve (12) months of the average monthly service fees paid by the Client to TPM. This amount is independent of, and cumulative to, any statutory damages for copyright or trademark infringement and any costs recovered under the full indemnity legal cost provision.

F. Irreparable Harm and Search/Seizure Consent

The Client warrants that a breach of Section 28 causes irreparable harm for which money alone is an inadequate remedy.

1. Injunctive Relief: TPM is entitled to seek immediate, ex-parte temporary and permanent injunctive relief without posting a bond.
2. Consent to Audit/Seizure: In the event of a suspected leak or breach, the Client grants TPM the irrevocable right to appoint a third-party forensic expert to enter the Client's premises and/or access the Client's digital servers to identify and sequester TPM's Proprietary Information. The Client shall bear 100% of the costs of this forensic intervention.

G. Mandatory Audit and Forensic Fee

Upon any documented Material Breach of this Section, the Client shall pay TPM a minimum non-refundable forensic audit fee of $10,000 CAD within seven (7) days of demand. This fee covers the initial cost of assessing the security of TPM’s proprietary assets and is non-negotiable.

H. Survival and Continuous Obligation

The obligations in this Section shall survive the termination of this Agreement for a period of five (5) years. The Client's duty to protect Trade Secrets (as defined by law) shall remain in effect indefinitely for as long as such information retains its trade secret status.

I. Waiver of Discovery Rights

The Client expressly waives any right to seek the disclosure of TPM's internal communications or proprietary methodologies in any future litigation or arbitration. The Client agrees that TPM’s digital records (Section 42) shall be the sole and exclusive evidentiary record of the professional relationship.

29. Survival of Terms

The following provisions of this Agreement shall survive the expiration, termination, or cancellation of this Agreement for any reason, and shall remain in full force and effect indefinitely or for the specific period set forth within the respective Section:

• Section 4: TPM’s Status as an Independent Contractor
• Section 6: Client Cooperation, Access, and Responsibilities (including Section 6.O: Regulatory Response and Audit Costs)
• Section 7: Client Warranties and Intellectual Property Indemnity
• Section 8: Disclaimer of Warranties
• Section 10.F: Monthly Installment Options, Acceleration of Debt, and Project Stasis Fees
• Section 14: Third-Party Vendor Services, Retail Digital Assets, and Exclusion of Liability
• Section 14.G: Retail Digital Assets and External Platform Sales
• Section 14.H: Print on Demand and Custom Physical Goods
• Section 15: Payments, Non-Refundability, and Liquidated Damages (Including Interest and Collection Costs)
• Section 15.A.1: Non-Refundability of Direct, Retail, and Physical Goods
• Section 15.Z.1: Characterization of Theft of Services and Intangible Property
• Section 18: Abusive Conduct Surcharges
• Section 19: Limitation of Liability and Force Majeure
• Section 20: Indemnification and Legal Fees (Including Section 20.I: Cost-Shifting for Threatened Litigation)
• Section 21: Ownership, Usage, and Intellectual Property Rights (Including Section 21.D: Consequences of Unauthorized Use)
• Section 22: Non-Disparagement (Including Section 22.B: Reputational Remediation Fees)
• Section 23: Governing Law, Jurisdiction, and Dispute Resolution
• Section 26: Primary Personal Liability and Indemnity
• Section 26.F: Survival and Alter Ego Liability
• Section 26.G: Personal Liability for Tortious Acts
• Section 27: Non-Solicitation and Non-Circumvention (24-month survival)
• Section 28: Confidentiality and Non-Disclosure (5-year survival for Trade Secrets)
• Section 30: Limitation Period for Claims
• Section 31: Electronic Transactions and Conclusive Digital Records
• Section 33: Irrevocable Consent to Injunctive Relief and Waiver of Security
• Section 36: Prohibition on Contractual and Business Interference (5-year survival)
• Section 41: Characterization and Global Application of Liquidated Damages
• Section 42: Master Evidence and Documentation
• Section 43: Protection Against AI Training
• Section 48: Litigation Hold and Anti-Spoliation
• Section 50: Mandatory Notice of Invoice Objection
• Section 53: Rejection of Third-Party AI Audits
• Section 55: Prohibition of Hostile Self-Help
• Section 55.A: Characterization of Unauthorized Access as Trespass
• Section 56: Anti-Gaslighting and Oral Modification Shield
• Section 57: Protection of Merchant Integrity
• Section 58: Mandatory Legal Processing Fees
• Section 58.A: Waiver of Confidentiality for Legal Threats
• Section 59: Management Integrity and "Shadow Vendor" Prohibition (Remediation survives)
• Section 60: "Clean Hands" Warranty and Legacy Account Debt (Indemnity survives)
• Section 62: Mandatory Off-boarding and Data Handover Fee
• Section 63: Case Study Rights and Confidentiality Premium (Indefinite survival)
• Section 64: Finality of Creative Approval
• Section 65: Disclaimer of Third-Party AI Search and LLM Output
• Section 66: Disclaimer of AI Registrability
• Section 68: Exclusive Professional Standard of Review
• Section 69: Managed Account Integrity
• Section 71: Prohibition of Unauthorized Recording
• Section 72: Code Sequestration during Dispute
• Section 74: Prohibition of Reputational Coercion
• Section 74.A: Forfeiture of Rights upon Extortion
• Section 75: Priority of Client Insurance and Waiver of Subrogation
• Section 76: No Liability for Third-Party Platform Obsolescence
• Section 77: Prepaid Legal Discovery and Data Extraction

In addition to the specific provisions listed above, any provision of this Agreement which, by its nature, is intended to extend beyond the termination or expiration of this Agreement to protect the rights, interests, and financial position of TPM, shall be deemed to survive such termination or expiration and shall remain in full force and effect.

THE CLIENT EXPRESSLY AGREES THAT TPM’S RIGHT TO INVOICE AND COLLECT LIQUIDATED DAMAGES FOR POST-TERMINATION BREACHES (E.G., DISPARAGEMENT OR HARASSMENT) IS A PRIMARY CONTRACTUAL RIGHT THAT SURVIVES THE DEATH OR DISSOLUTION OF THE CLIENT ENTITY.

The survival of these provisions is essential for the protection of TPM's proprietary rights, business relationships, and financial interests, and shall be fully enforceable under the laws of the Province of Alberta.

30. Limitation Period for Claims and Tolling Waiver

A. Shortened Limitation Period

Notwithstanding the Limitations Act (Alberta), or any other applicable legislation, the Client irrevocably agrees that any claim, cause of action, or legal proceeding against TPM—whether sounding in contract, tort, or equity—must be formally commenced in a court of competent jurisdiction within one (1) year from the date the alleged act or omission occurred.

B. Absolute Bar

The Client acknowledges that this one-year period is a reasonable and material term of this B2B relationship. The expiration of this period serves as an absolute and prehistoric bar to any claim. The Client expressly waives the right to rely on any "Discovery Rule" to extend this timeframe beyond the one-year cap.

C. No Tolling for Force Majeure

The Client stipulates that the "Self-Executing Extensions" granted to TPM for project delivery under Section 19.E do not operate to toll, stay, or extend this one-year limitation period. While TPM’s time to perform may be extended by a disaster, the Client’s time to initiate a legal claim remains fixed and strictly limited.

D. Survival

This Section represents a fundamental allocation of risk and shall irrevocably survive the termination, expiration, or "Business Death" of either Party.

31. Electronic Transactions and Contract Acceptance

The parties agree that this Agreement may be executed by electronic signature or acceptance (including by providing payment, submitting materials, or otherwise engaging for services, or by 'click-to-agree' methods) and that such execution or acceptance shall be legally binding, irrevocable, and shall be given the same effect as a written signature for all purposes, in accordance with the Electronic Transactions Act (Alberta) and other applicable legislation. The Client expressly waives any requirement for a non-electronic signature or paper contract. 

The Client acknowledges that TPM’s payment gateway and invoicing system are technically tethered to these Master Policies. The act of clicking "Pay," "Authorize," or "Submit" is a digital "Seal of Acceptance." The Client warrants that their browser and hardware were capable of displaying the Policy URL at the time of payment, and the Client irrevocably waives any "Hidden Term" or "Dark Pattern" defense regarding the visibility of these Policies.

A. Irrefutable Acceptance by Conduct and Estoppel

The Parties agree that the performance of any "Initiating Act" (as defined in the Preamble) creates a conclusive and irrefutable presumption that the Client has read, understood, and accepted every term and condition of this Agreement. The Client is strictly and perpetually estopped from asserting that there was no "meeting of the minds" or that the Agreement is unenforceable due to a lack of physical signature. The Client acknowledges that TPM commences work and allocates significant professional resources in direct reliance on the Client’s conduct, and the Client waives any right to challenge the validity of this Agreement once TPM has initiated the performance of services based on the Client’s verbal, electronic, or written instructions.

B. Conspicuous Notice and Affirmation of Terms

The Client affirms that the Limitation of Liability (Section 19), the Indemnification (Section 20), and the Liquidated Damages (Sections 15, 21, 22) were presented in a clear and conspicuous manner. The Client warrants that it has not been "surprised" by these terms and that the allocation of all commercial risk to the Client is a fair and bargained-for exchange for the specialized services provided by TPM.

C. Conclusive Presumption of Review and Intent

The Client warrants and represents that it is a commercially sophisticated entity and acknowledges that it is the Client’s sole and absolute responsibility to review this Agreement prior to engaging TPM. The Client expressly agrees that the performance of any Initiating Act (including verbal approvals via phone/voice note, messaging via SMS/WhatsApp, or payment of any invoice) serves as a conclusive and irrefutable certificate that the Client has read, understood, and accepted every provision of this Agreement in its entirety. The Client is perpetually estopped from claiming ignorance of these terms, lack of a physical signature, or a lack of "meeting of the minds" once an Initiating Act has occurred. TPM commences work, reallocates internal resources, and incurs third-party costs in direct and reasonable reliance upon the Client’s conduct as a binding commitment to these Policies.

D. Conclusive Nature of TPM Digital Records

In the event of a dispute regarding work authorization, verbal approvals, or project scopes, the digital records, server logs, and communication archives maintained by TPM shall be deemed the sole, conclusive, and irrefutable evidence of the facts contained therein. The Client waives any right to challenge the accuracy or admissibility of TPM’s time-stamped logs and messaging transcripts in any legal proceeding.

E. Deemed Receipt and Mandatory White-Listing

The Client bears the sole and absolute responsibility for maintaining a functional and monitored billing email address and for "white-listing" the @triplepeakmarketing.com domain. The Parties agree that any invoice, price increase notice, or legal notice sent via email to the address on file shall be Conclusively Deemed Received and Read by the Client exactly twenty-four (24) hours after the time of transmission. The Client is perpetually estopped from asserting that an invoice was "lost in spam," "unseen," or "ignored" as a defense against Late Payment Fees or service suspension. Failure to monitor the billing inbox does not excuse the Client’s obligation to pay on the due date, and all automated charges against Stored Credentials will proceed regardless of whether the Client has opened the specific invoice email.

F. Tracking Pixels and Conclusive Proof of Receipt

The Client agrees that TPM may utilize tracking pixels or 'Read Receipt' technology in all billing and legal correspondence. A 'Read Receipt' or a server log showing that an email was opened shall constitute irrefutable and conclusive proof that the Client has 'Read and Understood' the contents of the communication. This evidence shall be sufficient to trigger all 24-hour and 48-hour notice periods contained within this Agreement, and the Client is estopped from claiming they did not receive or see such notice.

G. Incorporation by Reference and Conspicuous Notice

The Client acknowledges and agrees that every invoice, estimate, proposal, and quotation issued by TPM, at any time, may conspicuously include the URL (written https://triplepeakmarketing.com/privacy-policy or triplepeakmarketing.com/privacy-policy) directing the Client to the then-current version of this Agreement. The Client stipulates that any mention or inclusion of this URL, at any time,—whether on a formal financial or project document including any invoice, estimate or proposal, or within any form of electronic communication (including but not limited to email, SMS, WhatsApp, or instant messaging)—constitutes sufficient, fair, and ongoing notice of these Policies. The Client’s act of paying an invoice, accepting an estimate, or providing instruction to proceed following any mention or provision of this URL serves as an explicit and renewed affirmation that the Client has accessed, read, and agreed to be bound by the terms herein. The Client irrevocably waives any and all defenses of "lack of notice," "surprise terms," or "non-incorporation" regarding any provision of this Agreement, provided that the URL was mentioned or provided at any time during the professional engagement.

32. Headings and Interpretation

The headings and captions used in this Agreement are for convenience of reference only and are not intended to define, limit, or describe the scope or intent of any provision of this Agreement, nor shall they be used in the interpretation or construction of this Agreement. Unless otherwise stated, the term "including" means "including without limitation."

33. Irrevocable Consent to Injunctive Relief and Waiver of Security

The Client acknowledges that any breach of the covenants in Section 21 (Intellectual Property), Section 22 (Non-Disparagement), Section 27 (Non-Solicitation/Circumvention), and Section 28 (Confidentiality) will cause immediate, irreparable, and non-pecuniary harm to TPM for which monetary damages are an inadequate remedy. The Client therefore irrevocably and unconditionally consents to the entry of an injunction, temporary restraining order, or other equitable relief against the Client to prevent or remedy any such breach. The Client expressly and irrevocably waives any and all rights and defenses under law or equity to require that TPM post a security bond, undertaking, or other surety as a condition to obtaining any preliminary or permanent injunctive relief. This waiver of security is a material, bargained-for term of this Agreement and shall survive the termination or expiration of this Agreement.

A. Acknowledgment of Complexity in Damage Calculation The Client stipulates that a breach of IP, Confidentiality, or Non-Disparagement creates a "Multi-Factor Loss" involving algorithmic de-ranking, loss of staff morale, and permanent reputational staining which is incapable of precise mathematical calculation. The Client agrees that the Liquidated Damages amounts are not "estimates" but are "Stipulated Minimums" intended to avoid the cost of expert witness testimony and forensic accounting in a dispute.

34. Irrevocable Presumption of Client Authority

The Client hereby irrevocably warrants that any individual (including, without limitation, any employee, director, officer, agent, or representative) who provides TPM with verbal, written, or electronic instructions, access credentials, approvals, feedback, or any direction concerning the Services or Deliverables is and shall be conclusively deemed to possess the full, absolute, and requisite legal authority to bind the Client to such acts, requests, and all associated Fees and obligations under this Agreement. TPM shall be entitled to rely absolutely on this presumption of authority without any duty of inquiry. The Client's indemnification obligation in Section 20 is expressly triggered by any claim or loss arising from a challenge to the authority of any such individual.

35. Anti-Corruption and Export Compliance

A. Anti-Corruption

The Client warrants that it is not in violation of, and shall not take any action that could cause TPM to be in violation of, any anti-bribery or anti-corruption laws, including the Canadian Corruption of Foreign Public Officials Act or the U.S. Foreign Corrupt Practices Act. The Client represents that no public official or relative of a public official has an ownership interest in the Client.

B. Export Compliance

The Client is solely responsible for ensuring that the use of the Deliverables complies with all applicable export control and sanctions laws and regulations, including those of Canada and the United States. The Client warrants that it will not export, re-export, or transfer any Deliverables to any country, person, or entity subject to Canadian or U.S. sanctions or export restrictions.

C. Indemnity

The Client's indemnification obligation in Section 20 shall be absolutely triggered by any claim, fine, or penalty arising from a breach of this Section 35.

36. Prohibition on Contractual and Business Interference

The Client acknowledges that TPM’s business value is derived from its proprietary relationships with its employees, contractors, existing clients, and third-party service providers (collectively, "TPM’s Business Network"). The Client expressly covenants and agrees that it shall not, directly or indirectly, take any action intended to interfere with, disrupt, or damage TPM’s contractual or commercial relationships with any member of TPM’s Business Network.

A. Scope of Prohibited Interference Prohibited interference under this Section includes, but is not limited to:

• Contacting other clients of TPM for the purpose of disparaging TPM or inducing them to terminate their services.
• Contacting TPM’s vendors, software providers, or hosting companies to make false claims of "unauthorized use" or to disrupt TPM’s corporate accounts.
• Contacting TPM’s financial institutions or payment processors with the intent of causing the suspension or termination of TPM’s merchant services.
• Inducing or attempting to induce any employee or contractor to breach their non-disclosure or non-competition obligations to TPM.

B. Liquidated Damages for Interference

The Client acknowledges that the harm resulting from contractual interference is immediate, irreparable, and impossible to quantify precisely, as it threatens the very viability of TPM’s enterprise. Accordingly, the Client agrees that for every single instance of documented interference, the Client shall pay to TPM Fixed Liquidated Damages in the amount of $50,000 CAD.

C. Cumulative Nature of Damages

These Liquidated Damages are not a penalty but a genuine pre-estimate of TPM's loss of goodwill, administrative disruption, and the cost of emergency business restoration. This amount is separate from, and cumulative to, any other Liquidated Damages set forth in Sections 15, 21, and 22. TPM shall be entitled to these damages regardless of whether the interference was successful in causing a third party to breach their contract with TPM.

D. Survival and Mandatory Injunction

This Section shall survive the termination of this Agreement for a period of five (5) years. The Client irrevocably stipulates that any breach of this Section constitutes "Tortious Interference with Economic Relations" and provides its advance consent to an immediate, non-disputable injunction to cease all such interfering activities.

E. Protection Against Legal Sabotage and Bad Faith Inquiries

The Client and its legal counsel are strictly prohibited from contacting TPM’s professional liability or cyber-insurance carriers, merchant processors, financial institutions, or software vendors for the purpose of initiating "bad faith" inquiries, attempting to invalidate TPM’s insurance coverage, or disrupting TPM’s standing. The Client acknowledges that such third-party relationships are proprietary and essential to TPM’s infrastructure. Any such contact made without a valid, un-stayed Court Order from a court in the City of Calgary shall be deemed a per-se Material Breach and an act of Tortious Interference. This breach shall automatically trigger the Fixed Liquidated Damages of $50,000 CAD defined in Section 36.B, and the Client shall be liable for all resulting increases in TPM’s insurance premiums or processing fees.

F. Protection of Merchant and Processing Infrastructure 

The Client acknowledges that TPM’s ability to process payments is a core business asset. The Client is strictly prohibited from initiating a "Chargeback" or "Payment Dispute" with any bank or merchant processor (e.g., Stripe, PayPal) prior to the conclusion of the Mandatory Mediation process defined in Section 23.B. Any such dispute initiated in bad faith shall be deemed an act of Contractual Sabotage. Upon the initiation of such a dispute, the Client shall become immediately liable for a non-refundable "Administrative Malice Fee" of $10,000 CAD, which the Parties agree is a genuine pre-estimate of the legal and administrative costs required to defend TPM’s merchant standing and professional reputation.

G. Non-Impairment of Corporate Credit

The Client is strictly prohibited from reporting any "disputed" debt or "unresolved" billing issue to any credit reporting agency, business bureau, or financial oversight body while the Mandatory Mediation process (Section 23.B) is ongoing. The Client acknowledges that any such report constitutes "Financial Defamation" and an act of Contractual Sabotage. Upon a breach of this Section, the Client shall be immediately and non-refundably liable to TPM for a Stipulated Damage of $20,000 CAD, representing a genuine pre-estimate of the harm to TPM’s corporate creditworthiness, borrowing capacity, and insurance premiums.

37. Absolute Professional Autonomy and Discretion

The Client acknowledges and agrees that TPM is retained exclusively for its specialized professional expertise and shall maintain absolute, unfettered autonomy over the performance and execution of the Services.

A. No Right of Control, Hold, or Demand

The Client possesses no legal or contractual right to mandate, demand, or exert a 'hold' over TPM’s internal workflows, methodologies, schedules, or professional conduct. TPM shall have sole and exclusive discretion to determine:

• The specific hours, days, and sequence in which work is performed (subject only to the Business Hours defined in Section 1);
• The technical methods, software tools, and creative processes used to achieve the Deliverables;
• The location where services are performed; and
• The assignment of personnel, contractors, or agents to the Client’s account, including the right to swap or reallocate staff without notice.

B. Interference as Material Breach

Any attempt by the Client to unilaterally impose mandates, "holds," or demands regarding TPM’s internal operational management shall be deemed an act of Contractual Interference (Section 36) and a Material Breach. Such interference includes, but is not limited to, demanding access to internal staff communications, mandating specific "live" viewing of work-in-progress without TPM's consent, or attempting to dictate TPM's internal resource allocation. A breach of this Section shall trigger the Fixed Liquidated Damages of $50,000 CAD defined in Section 36.B.

C. No Duty to Disclose Internal Process

TPM is under no legal or equitable obligation to provide the Client with internal time tracking logs, internal project notes, or detailed technical explanations of its proprietary methodologies. The Client’s contractual right is limited strictly to the receipt of final Deliverables as defined in the agreed scope. The Client acknowledges that they are purchasing specialized professional results, not the time, labor, or subjection of TPM personnel to Client supervision.

D. Waiver of "Right to Direct"

The Client expressly and irrevocably waives any right to direct or supervise TPM’s staff or contractors. Any instructions provided by the Client must be limited to defining project outcomes or scopes and shall not extend to the "how" or "when" of the underlying labor.

The Client acknowledges that TPM’s professional judgment is final, absolute, and non-reviewable. Any attempt by the Client to demand a 'technical justification,' 'work-log,' or 'methodological defense' shall be deemed an act of Administrative Malice and Tortious Interference with TPM's internal operations. Such demands shall trigger an immediate $1,000 CAD 'Instructional Friction Fee' per inquiry, and the Client is perpetually estopped from challenging the validity of TPM's technical execution. This fee is in addition to, and separate from, the Administrative Management Fee defined in Section 49.C.

38. Mandatory Security Infrastructure and Insurance Compliance

CRITICAL NOTICE: The provisions contained in Section 15 (Asset Seizure/Control) and Section 28 (Confidentiality/Access) are not negotiable and are not merely legal preferences; they are fundamental technical requirements of TPM’s Security Infrastructure.

A. Cyber Liability Insurance Requirements

TPM’s professional liability and cyber-insurance policies are strictly contingent upon TPM maintaining exclusive administrative oversight and the technical ability to immediately isolate or de-activate assets in the event of a security breach, payment default, or unauthorized system modification. The Client acknowledges that any reduction in TPM’s right to control these assets (as defined in Section 15.J) would void TPM’s insurance coverage, thereby exposing both Parties to unmanaged risk.

B. System Integrity and "Kill-Switch" Protocol

TPM utilizes a centralized management protocol for security and contractual enforcement. This requires that TPM retains the irrevocable power to reset credentials and suspend services. The Client provides advance, informed consent for the activation of the Administrative Lockdown and Security Isolation protocol (the 'Kill-Switch') as definitively governed by Section 15.Y. These measures are a mandatory safety feature and an authorized contractual remedy; TPM shall have zero liability for any digital blackout, data loss, or revenue interruption resulting from the activation of these protocols in response to a Material Breach or security concern.

The Client stipulates that the 'Kill-Switch' is a safety feature designed to prevent the unauthorized use of TPM's unpaid intellectual property. The Client expressly waives any claim for 'Tortious Interference with Business' or 'Loss of Use,' acknowledging that no business right exists to utilize property for which payment has not been rendered in full.

C. Non-Separability of Security Protocols

The Client agrees that technical performance and security oversight are inseparable. By engaging TPM, the Client is opting into a managed security environment. Any attempt to redline or remove TPM’s administrative rights or confidentiality protections (Section 28) is a rejection of the security environment itself, and TPM shall be entitled to immediately cease onboarding without refund of any fees.

D. Cost Mitigation via Fixed Policy

The Client acknowledges that TPM’s competitive pricing model is made possible by the uniform application of these security policies across all accounts. Any deviation from these standard administrative rights would require manual, non-standard engineering and legal oversight, the cost of which would be billed to the Client as a Mandatory Policy Deviation Fee of no less than $2,500 CAD annually.

E. Technical Control and Maintenance Mode

The Client acknowledges that until the Total Project Fee is paid in full, the environment in which the Deliverables are hosted (including staging servers and development environments) is the exclusive professional workspace and property of TPM. If a Payment Default occurs, TPM is authorized to immediately revert the website to a "Maintenance Mode" or "Offline" status. The Client stipulates that such action is a contractual revocation of a temporary license and does not constitute "unauthorized use of a computer" or an "interruption of service," as the Client possesses no right of access to unpaid work.

39. Absolute Rejection of External Modifications and Counter-Offers

The Client acknowledges and agrees that Triple Peak Marketing (TPM) operates under a standardized, high-security legal framework necessary for the protection of its proprietary methods and business network.

A. Rejection of Redlines: The Client acknowledges that TPM’s pricing and security protocols are strictly predicated on the uniform application of these Policies. TPM categorically rejects any and all "redlines," strikeouts, or deletions proposed by the Client or their legal counsel. Any document returned to TPM with modifications shall be treated as an unexecuted draft and shall have no legal force or effect.

B. Silence as Categorical Rejection: The Client agrees that TPM’s receipt of a modified Agreement, followed by TPM’s continued performance of services or acceptance of payment, shall NEVER constitute an "acceptance by conduct" of the Client's modifications. Instead, such performance shall be conclusively deemed a reaffirmation of TPM’s original, unmodified Policies.

C. Deemed Withdrawal of Counter-Offer: By performing any "Initiating Act" (as defined in the Preamble), the Client is deemed to have voluntarily and irrevocably withdrawn any proposed modifications or "redlines" and has accepted this Agreement in its original, pristine form.

D. Principal-Only Modification: No modification to these terms is binding unless it is captured in a separate "Service Level Amendment," which must be personally signed by the TPM Principal and must explicitly state: "This document overrides the Master Policies."

E. Warranty of Document Integrity: The Client warrants that they have not altered the text of this Agreement in any way. Any unauthorized modification to the wording of this Agreement made by the Client without TPM’s knowledge shall be deemed Contractual Fraud. In the event of a dispute, the version of the Policies hosted at triplepeakmarketing.com/privacy-policy/ at the time of the Initiating Event shall be the sole and exclusive governing authority, overriding any altered version provided by the Client.

40. Insolvency, Bankruptcy, and Clawback Waiver

The Client expressly warrants that as of the date of any payment to TPM, the Client is solvent, possesses sufficient cash flow to meet its obligations, and is not contemplating bankruptcy or insolvency proceedings. The Client agrees that all Fees paid to TPM are for "Value Received" in the ordinary course of business and reflect fair market value for specialized services. The Client, for itself and on behalf of any future court-appointed Trustee, Receiver, or Liquidator, irrevocably waives any right to challenge or "claw back" payments made to TPM as a "fraudulent preference," "transfer at undervalue," or "voidable transaction" under the Bankruptcy and Insolvency Act (Canada) or any similar provincial legislation.

41. Characterization and Global Application of Liquidated Damages

A. Non-Punitive Intent and Stipulation of Reasonableness

The Client expressly acknowledges and irrevocably stipulates that every financial assessment, fee, and sum designated as “Liquidated Damages” within this Agreement—including but not limited to those set forth in the Narrative Schedule below—constitutes a genuine, bargained-for, and reasonable pre-estimate of the anticipated or actual losses, costs, and damages Triple Peak Marketing (TPM) would sustain upon a breach. The Client warrants that these amounts are NOT PENALTIES, are not intended to operate in terrorem, and are not forfeitures.

B. Global Incorporation of Section 23.F (Mandatory Resizing)

The Client agrees that this Section 41 applies globally to the entire Agreement. In any proceeding where the Client challenges a Liquidated Damage amount, the Parties irrevocably instruct the Court that all Liquidated Damages are subject to Section 23.F (Mandatory Resizing). If any amount is adjudicated to exceed the maximum amount permitted by Alberta law, such amount shall be automatically reformed to the highest maximum dollar amount legally sustainable.

C. Waiver of Penalty Defense

The Client, being a commercially sophisticated entity, irrevocably waives any and all legal or equitable defenses premised on the characterization of these sums as "penalties," "unconscionable," or "relief from forfeiture."

D. Narrative Schedule of Stipulated Damages

The Parties have reviewed and stipulated that the following minimums represent a bona fide calculation of TPM’s anticipated losses based on the nature of the digital marketing industry. The Client acknowledges that these fees are cumulative and may be triggered independently or simultaneously:

• Reputational Restoration Fee ($25,000 CAD): Applicable to breaches of Section 22 (Non-Disparagement). The Client stipulates that a single disparaging statement causes multi-year damage to TPM’s "digital equity." This fee covers SEO suppression labor, PR crisis firms, and the loss of prospective client lifetime value. Truth is not a defense.
• Infrastructure Sabotage & Poaching Fee ($50,000 CAD): Applicable to breaches of Section 27 (Non-Solicitation). This fee accounts for expert recruitment fees to replace specialized personnel and the loss of agency margins when a Client circumvents TPM to work directly with an Infrastructure Partner.
• Intellectual Property Unauthorized Use ($25,000 CAD): Applicable to breaches of Section 21. This represents the "unlocked" value of TPM's proprietary scripts and source files plus the administrative cost of a forensic audit.
• Reverse Engineering & Tampering Penalty ($50,000 CAD): Applicable to breaches of Section 21.I. This is a separate and non-cumulative fee for any attempt to discover source code or proprietary logic.
• Merchant Standing & Administrative Malice Fee ($10,000 CAD): Applicable to breaches of Section 15.N (Chargebacks) or Section 36.F (Merchant Interference). This covers the high-level labor required to defend TPM’s merchant standing and risk-premium processing fees.
• Technical Circumvention & Hostile Self-Help Fee ($15,000 CAD): Applicable to breaches of Section 55. This represents the emergency labor for Senior DevOps engineers to re-secure the managed agency infrastructure after an unauthorized intrusion or bypass attempt.
• AI Misuse & Derivative Model Fee ($50,000 CAD): Applicable to breaches of Section 43. This represents the loss of TPM's unique professional methodology and the unauthorized creation of a competitor or automated bot based on TPM’s intellectual labor.
• Instructional Friction Fee ($1,000 CAD per inquiry): Applicable to demands for technical justifications, "Why" explanations, or work-logs under Section 37. This fee is separate from the standard Administrative Management Fee.
• Premature Litigation Penalty ($5,000 CAD): Applicable to breaches of Section 88.B. This fee is triggered automatically if the Client initiates legal action without first completing the Mandatory 45-Day Cure Period and paying the $2,500 Administrative Triage Fee.

42. Master Evidence and Documentation Clause

A. Conclusive Nature of Digital Records

The Client irrevocably stipulates and agrees that Triple Peak Marketing’s (“TPM”) internal business records, electronic archives, and digital logs shall constitute conclusive and irrefutable evidence of the facts, authorizations, and transactions contained therein. In any dispute, audit, or legal proceeding, TPM’s records shall be deemed the "Best Evidence" of the truth of the matters recorded, and the Client expressly waives any right to challenge the admissibility, accuracy, authenticity, or integrity of such records.

B. Scope of Evidence

This Clause applies to all forms of interaction between the Parties, including but not limited to:

• Verbal Authorizations: Transcripts or summaries of phone calls and voice notes (whether generated by human or artificial intelligence).
• Electronic Messaging: Time-stamped logs from SMS, WhatsApp, Slack, or any instant messaging platform.
• Operational Logs: Server logs, project management dashboards, and email transmission records.
• Approval by Conduct: Digital evidence of the Client providing credentials, materials, or feedback following a TPM request.

C. Presumption of Authorization

Any instruction or approval received from the Client’s known email address, phone number, or social media handle is conclusively presumed to be authorized by the Client. TPM is under no duty to verify the identity of the individual sender, and the Client is perpetually estopped from claiming that such communications were "unauthorized," "sent in error," or "sent by a non-authorized agent."

D. Waiver of "Meeting of the Minds" Defense

The Client acknowledges that TPM’s digital tracking systems are the primary method of documenting the "meeting of the minds." The Client expressly waives any defense premised on a lack of a formal, ink-signed document, agreeing that TPM’s digital audit trail serves as the final and absolute record of the Parties' mutual intent and contractual obligations.

E. Primacy Over Client Records

In the event of a conflict between the records of TPM and the records of the Client, the records maintained by TPM shall prevail and be deemed the correct and binding version of the events or authorizations in question.

43. Protection Against AI Training and Derivative Models

The Client acknowledges that TPM’s Deliverables and Proprietary Information represent a specific "creative signature" and professional methodology. The Client is strictly and perpetually prohibited from using any Deliverables, TPM Proprietary Information, source code, or creative assets to train, fine-tune, or prompt-engineer any Artificial Intelligence (AI), Large Language Model (LLM), machine learning system, or "style-transfer" algorithm. * Unauthorized Derivative AI Works: Any attempt to utilize TPM’s work to create an automated "design bot" or "copy-generator" based on TPM’s specific outputs is a Material Breach.

• Liquidated Damages: Breach of this section shall trigger an immediate and non-refundable AI Misuse Fee of $50,000 CAD, representing the loss of TPM's competitive methodology and the unauthorized creation of a digital competitor based on TPM’s intellectual labor.

A. Anti-Model-Extraction and "Knowledge-Leach" Penalty

The Client is strictly prohibited from using TPM’s Deliverables to "fine-tune" or "distill" knowledge into a private LLM intended to replace TPM's services. Any unauthorized extraction of TPM’s strategic logic (e.g., feeding TPM’s strategy documents into a custom GPT to generate derivative work) shall be deemed Industrial Espionage. In addition to the AI Misuse Fee, this breach triggers a Life-Time Value (LTV) Disruption Fee of $100,000 CAD.

44. Protection Against Successor Entities and "Corporate Veiling"

The restrictive covenants contained in Section 21 (Intellectual Property), Section 22 (Non-Disparagement), and Section 27 (Non-Solicitation) are deemed personal covenants of the Client’s principals, officers, and directors. * Asset Transfers: In the event the Client entity is dissolved, insolvent, or undergoes a "Change of Control," the License to use Deliverables does not automatically transfer to a successor company.

• Shadow Entities: The Client is strictly prohibited from transferring TPM’s work product to a "new" or "shadow" entity to circumvent payment or restrictive covenants. Any such transfer without a formal TPM "Assumption Agreement" and payment of a $2,500 CAD Transfer Fee shall be deemed an act of Contractual Fraud, and the original principals shall remain personally, jointly, and severally liable for all fees and Liquidated Damages.

45. Administrative Site Closure and Data Deletion

Upon the occurrence of Deemed Project Abandonment (Section 10.C) or termination for Material Breach (Section 15.L), TPM may, in its sole discretion, permanently delete and purge all development environments, staging sites, and draft assets. * Re-Building Costs: The Client acknowledges that "re-building" a purged environment is not included in the Project Reactivation Fee. If a project is reactivated after a purge, the Client shall be liable for the actual labor costs of re-deployment and reconstruction, billed at the Base Hourly Rate ($120/hr), in addition to all other reactivation fees.

46. Warranty Against "Deepfakes" and Likeness Misappropriation

The Client warrants that any human likeness, voice, persona, or biometric data provided to TPM—including those generated or modified by AI—has been fully and legally licensed for commercial use. * Identity Theft Indemnity: The Client assumes 100% of the risk regarding the "Right of Publicity." The Client shall indemnify and hold TPM harmless against any litigation or regulatory action arising from the use of "Deepfakes" or unauthorized AI-generated likenesses provided by the Client. TPM shall have zero liability for verifying the "authenticity" of any human representation provided by the Client.

47. Merchant Standing and Financial Risk Management

TPM’s ability to process payments is a mission-critical asset. If the Client exhibits "High-Risk Financial Indicators" (including a history of payment disputes, late payments exceeding 30 days, or a credit rating decline), TPM reserves the absolute right to require a non-refundable "Security Reserve" equal to 25% of the estimated contract value. * Administrative Malice: As per Section 36.F, any attempt to disrupt TPM’s relationship with its merchant processors (Stripe, PayPal, etc.) via bad-faith disputes shall trigger the $10,000 CAD Administrative Malice Fee immediately.

48. Litigation Hold and Anti-Spoliation of Evidence

The Client acknowledges that digital communications (SMS, WhatsApp, Email) are the primary record of this engagement.

• Mandatory Preservation: In the event of a dispute or the issuance of a demand letter, the Client is under a strict contractual and legal duty to preserve all communications and data related to TPM in their original, unedited format.
• Spoliation Penalty: Any deletion of messages, "disappearing messages" settings, or "unsending" of communications after a dispute has arisen shall be deemed Spoliation of Evidence.
• Conclusive Presumption: If the Client deletes evidence, the Parties agree that a conclusive and irrefutable presumption shall arise that the deleted evidence was unfavorable to the Client. The Client shall pay a $10,000 CAD Evidence Restoration Fee to cover forensic recovery attempts.

49. Professional Decorum and Communication Boundaries

TPM provides specialized professional services and is not an "on-call" or "on-demand" utility.

A. Deemed Acknowledgment of Communication

To maintain project momentum and administrative efficiency, the Client agrees that any general communication, request for information, strategy update, or project directive sent by TPM via email or designated messaging platform shall be conclusively deemed read, understood, and acknowledged by the Client exactly twenty-four (24) hours after the time of transmission. The Client’s failure to provide a specific, written objection or response within this 24-hour window constitutes a final and binding acceptance of the information, instructions, or timeline adjustments contained therein. The Client is perpetually estopped from claiming ignorance of the contents of any communication after this period has elapsed. The Client acknowledges that TPM is a fulfillment-based entity, not an on-call utility. Any communication containing a 'mandate,' 'fixed deadline,' or 'unilateral directive' that deviates from TPM’s internal schedule shall be classified as 'Communication Noise.' TPM reserves the unfettered right to disregard such communications. Should the Client persist in such demands, TPM shall automatically assess an 'Administrative Management Fee' of $120 CAD per message received, which shall be charged immediately against the Stored Credentials.

B. Communication "Bombing"

Excessive, repetitive, or "nuisance" communication (e.g., sending 10+ messages across multiple platforms within a 1-hour window) is strictly prohibited. Such behavior disrupts TPM’s professional workflow and sequestration of resources.

C. Administrative Management Fee

TPM reserves the absolute right to bill an Administrative Management Fee of $120 CAD per instance for time spent managing non-technical "noise," excessive "check-in" communications, or repetitive inquiries that occur outside of scheduled meetings or the agreed-upon scope of work.

D. Right to Mute and Response Priority

To protect professional focus and ensure the quality of Deliverables, TPM personnel are authorized to silence, "mute," or ignore "After-Hours" messaging (as per Section 1) and non-urgent communications without such silence being deemed a failure of service, a delay, or a breach of contract. TPM maintains absolute discretion over the prioritization of responses based on project urgency and standard business hours.

50. Mandatory Notice of Invoice Objection

To ensure administrative finality and prevent "stale" disputes, the Client acknowledges that all invoices issued by TPM are deemed correct upon issuance.

• Objection Window: The Client has exactly seventy-two (72) hours from the time an invoice is transmitted to the email on file to provide a specific, written, and detailed objection to any line item.
• Finality of Debt: Failure to provide written notice of objection within this 72-hour window constitutes a final, irrevocable, and unchallengeable admission that the services were rendered to the Client's total satisfaction and that the full amount is a justly owed debt. The Client expressly waives any right to dispute or "chargeback" an invoice after this window has elapsed.

51. Anti-Waiver of Contractual Remedies

The Client acknowledges that TPM may, from time to time, elect not to enforce a specific penalty (such as a Late Fee or an Out-of-Scope charge) as a gesture of professional goodwill.

• No Course of Dealing: TPM’s failure to enforce any specific Liquidated Damage, Late Fee, or technical remedy (e.g., the Kill-Switch) in one or more instances shall never constitute a waiver of TPM’s right to enforce such terms in the future.
• Continuing Obligations: No "course of conduct" or "informal agreement" shall modify this contract. Every individual breach remains actionable by TPM regardless of past leniency.

52. Liability for Client-Side Security Negligence

While TPM secures its own agency infrastructure, the Client retains absolute responsibility for the "human element" of security within their own organization.

• Excluded Breaches: TPM shall have zero liability for security breaches, data leaks, or account compromises originating from the Client’s side, including but not limited to: phishing, "social engineering" of Client employees, or the use of compromised personal devices/unsecured WiFi to access managed platforms.
• System Contamination: If the Client’s negligence results in the "contamination" of TPM’s managed agency accounts (e.g., a Client employee clicks a link that installs a keylogger which steals TPM’s master credentials), the Client shall be liable for all forensic remediation costs and shall trigger the full Indemnity in Section 20.

53. Rejection of Third-Party AI Audits and "Hallucinated" Breach Claims

The Client acknowledges that the evaluation of digital marketing, SEO, and custom code is a nuanced professional task. The Client expressly agrees that the performance of TPM’s services shall be judged solely by human professional standards and the objective metrics defined in Section 9. TPM expressly rejects and shall have zero liability for any claim of breach, performance failure, "bad code," or "low-quality content" based on the output of Third-Party AI auditing tools, Large Language Models (LLMs), or automated "SEO graders" utilized by the Client. The Client stipulates that such tools are prone to "hallucinations," false positives, and lack the contextual data of the Client’s specific competitive environment. Any attempt by the Client to withhold payment or demand a refund based on an "AI Audit" shall be deemed a bad-faith dispute and a Material Breach of this Agreement.

54. Regulatory Cost Pass-Through and Digital Services Tax (DST)

The Client acknowledges that the digital service landscape is subject to rapid legislative changes. In the event that any federal, provincial, or local governmental authority imposes a new tax, levy, administrative fee, or "platform surcharge" specifically targeting digital services, social media advertising, or "Big Tech" platforms (including, without limitation, the Canadian Digital Services Tax (DST) or any equivalent international levy), TPM reserves the absolute right to pass such costs directly to the Client. The Client shall be liable for the full amount of the regulatory surcharge, which shall be added to the Client's invoice with thirty (30) days' notice. This pass-through is independent of, and in addition to, the Annual Price Increase defined in Section 25.

55. Prohibition of Hostile Self-Help and Technical Circumvention

During any period of Administrative Lockdown, Payment Default, or active dispute, any attempt by the Client to utilize a third-party "recovery specialist," "ethical hacker," "IT consultant," or any technical agent to bypass TPM’s security protocols, "force" access to TPM-controlled assets, or rotate credentials without TPM's express written consent is strictly and absolutely prohibited. Such an act shall be characterized as Hostile Self-Help and Cyber-Espionage. Upon the occurrence of such an attempt, the Client shall become immediately and non-refundably liable for a Security Integrity Fee of $15,000 CAD, which the Parties agree is a genuine pre-estimate of the labor required for TPM to conduct a mandatory forensic audit and re-secure the entire managed agency infrastructure.

A. Characterization of Unauthorized Access as Trespass

Any attempt by the Client to access TPM-managed servers, staging environments, or "sequestrated" code (Section 72) using credentials that have been revoked due to a Material Breach shall be characterized as a "Criminal Trespass to Property" and a violation of the Cybersecurity Act. TPM is authorized to report such IP addresses to the relevant Internet Service Providers (ISPs) and authorities as a malicious intrusion attempt.

56. Anti-Gaslighting and Oral Modification Shield

The Client acknowledges that TPM personnel may, in the interest of professional courtesy, use casual, conciliatory, or "friendly" language in daily communications. The Client expressly and irrevocably agrees that no statement of "goodwill," "flexibility," "understanding," or "informal adjustment" made by any TPM staff member—whether verbal or electronic—shall ever be construed as a waiver of TPM’s strict contractual rights, Fees, or Liquidated Damages. No course of dealing or informal staff interaction shall modify this Agreement. Only a "Formal Amendment" titled as such and bearing the verified electronic or physical signature of the TPM Principal can modify or waive any term of this Agreement. The Client expressly waives any claim of "Promissory Estoppel" or "Detrimental Reliance" based on informal interactions with TPM employees or contractors.

57. Protection of Merchant Integrity and Intellectual Property Rights

The Client acknowledges that bad-faith payment disputes, unsuccessful chargebacks, or the unauthorized use of unpaid assets cause systemic harm to TPM’s standing with financial institutions and the value of its Intellectual Property.

A. Characterization of Unauthorized Use as Civil Conversion

The Client irrevocably acknowledges and agrees that the unauthorized use, display, or retention of any Deliverable (including but not limited to websites, ad copy, or graphic designs) while an invoice remains unpaid beyond thirty (30) days constitutes Civil Conversion and Willful Copyright Infringement under the Copyright Act (Canada). The Client stipulates that any such use is a deliberate misappropriation of TPM’s property.

B. Stipulated Fair Market Value and Statutory Damages

In any legal action to recover unpaid fees where unauthorized use is proven, the Parties irrevocably stipulate that the "Fair Market Value" of the license shall be deemed no less than ten (10) times the Total Project Fee. This amount is agreed upon to reflect the "unlocked" value of the IP and the costs of enforcement. The Client expressly waives any right to seek "relief from forfeiture" regarding this valuation.

C. Merchant Reputation Restoration Fee

In the event of an unsuccessful chargeback attempt by the Client, the Client shall pay to TPM a non-refundable "Merchant Reputation Restoration Fee" of $7,500 CAD per instance, in addition to the Dispute Fee in Section 15.N. This fee represents a genuine pre-estimate of the administrative labor and long-term risk-premium costs required to defend TPM’s merchant standing and professional reputation with its processors (e.g., Stripe, PayPal).

D. Reporting of Payment Malice

TPM is authorized to report the Client’s "Payment Malice," including specific breach history and evidence of unauthorized IP use, to industry-specific credit bureaus, "Bad-Client" databases, and merchant blacklists to the fullest extent permitted under the laws of Alberta and Canada. The Client waives any claim for "reputational damage" arising from such a report.

E. Warranty of Transactional Legitimacy

The Client warrants that every payment initiated via the Stored Credentials (Section 15.H) is a deliberate, authorized business act. The Client irrevocably waives the right to claim a transaction was "unauthorized" or "fraudulent" with a financial institution once any Initiating Event (Preamble) has occurred. The Client stipulates that the provision of login credentials or project materials is conclusive evidence of the Client's control over the account, and any attempt to claim otherwise to a bank shall be prosecuted as Contractual Fraud.

58. Mandatory Legal Processing Fee

Should the Client retain legal counsel to communicate with TPM regarding a dispute, or should any third-party legal agent initiate correspondence with TPM on the Client’s behalf, the Client acknowledges that TPM must divert Principal-level professional resources and retain outside counsel to review such correspondence. The Client agrees that TPM shall charge a "Legal Processing Fee" of $350 CAD per individual incoming communication (including but not limited to each email, letter, or phone call) received from the Client’s counsel or legal agents. This fee is a primary contractual obligation, is non-negotiable, and must be paid within forty-eight (48) hours of the invoice date. Failure to remit this fee shall trigger the immediate activation of the Administrative Lockdown and Security Isolation protocol (Section 15.Y) without further notice.

A. Waiver of Confidentiality for Legal Threats

The Client agrees that any communication from the Client’s legal counsel or agents containing threats of litigation, regulatory complaints, or disparagement shall be deemed "Notice in the Ordinary Course of Business" and shall not be subject to "Settlement Privilege" or "Without Prejudice" protections. TPM is expressly authorized to disclose such communications to third-party platforms, law enforcement, or in open court to defend its reputation and merchant standing.

59. Management Integrity and "Shadow Vendor" Prohibition

The Client acknowledges that TPM is responsible for the performance and security of the digital environment. To maintain system integrity, the Client is strictly prohibited from granting access, login credentials, or administrative rights to any third-party "consultant," "auditor," "IT provider," or "Shadow Vendor" without TPM’s prior written audit and approval.

• Waiver of Performance: If the Client (or any non-TPM agent) modifies, adjusts, or accesses a managed platform without TPM’s oversight, TPM is immediately released from all performance guarantees and KPIs for that billing cycle.
• Remediation Fees: Any time spent by TPM personnel investigating, auditing, or "undoing" unauthorized changes made by the Client or their agents shall be billed as Out-of-Scope work at the Premium Rate ($150 CAD/hr) with a five (5) hour minimum charge.

60. "Clean Hands" Warranty and Legacy Account Debt

The Client warrants and represents that any pre-existing advertising accounts (Google, Meta, etc.) or websites provided to TPM are in good standing and free from active or "shadow" penalties. * Master Account Indemnity: If TPM’s Agency "Master Accounts" or "Business Manager" status is penalized, suspended, or de-ranked by a Third-Party Platform due to the Client’s undisclosed history of policy violations, "Grey Hat" tactics, or past payment defaults, the Client shall be liable for an Account Integrity Restoration Fee of $25,000 CAD.

Mandatory Disclosure: The Client has an affirmative duty to disclose all past "Ad Disapprovals" or "Account Bans" prior to the earliest initiating event.

A. Legacy Toxic Assets

TPM shall have zero liability for account suspensions or de-ranking caused by "Toxic Legacy Assets," defined as any past violations of platform terms (e.g., purchased backlinks, fake reviews, or bot-driven engagement) initiated by the Client or a previous provider. The Client warrants that they have disclosed all "Grey Hat" or "Black Hat" tactics used prior to TPM’s engagement.

B. Domain Reputation and AI-Spam Indemnity

The Client warrants that their domain has not been flagged for "Programmatic SEO Abuse" or "AI Content Spam" prior to TPM’s engagement. If TPM’s Agency "Master Accounts" are suspended, de-ranked, or "shadow-banned" by any Third-Party Platform (Google, Meta, OpenAI) due to the Client's legacy domain reputation or past "Grey Hat" AI tactics, the Client shall be immediately liable for an Account Integrity Restoration Fee of $25,000 CAD.

C. Domain Reputation and AI-Spam Indemnity

The Client warrants that their domain and digital assets have not been flagged for "Programmatic SEO Abuse" or "AI Content Spam" prior to TPM’s engagement. If TPM’s Agency Master Accounts are suspended, de-ranked, or "shadow-banned" by any Third-Party Platform due to the Client’s legacy reputation or past "Grey Hat" AI tactics, the Client shall be immediately liable for an Account Integrity Restoration Fee of $25,000 CAD.

61. Support Thresholds and "Communication Noise" Caps

To ensure professional resource sequestration, Monthly Services are subject to Strict Support Thresholds. Unless otherwise specified in a Statement of Work, monthly retainers include a maximum of one (1) 30-minute monthly strategy session and two (2) cumulative hours of administrative correspondence (email/messaging).

• Automatic Conversion: Any time spent on "check-ins," repetitive inquiries, or "noise" exceeding these thresholds shall automatically convert to billable labor at the Base Hourly Rate ($120 CAD/hr). These charges will be added to the subsequent month’s invoice without the requirement of additional notice or authorization from the Client.

62. Mandatory Off-boarding and Data Handover Fee

Upon the lawful termination or expiration of this Agreement, the Client acknowledges that the transition of assets to a new provider requires significant TPM administrative labor, infrastructure decoupling, and security auditing. THE PROVISION OF OFF-BOARDING SERVICES IS A DISCRETIONARY, VALUE-ADDED SERVICE AND IS NOT A VESTED RIGHT OF THE CLIENT.

A. Pre-Payment and Final Clearance Required

Before any credentials are rotated back to the Client, or any "Zipped" data files, backups, or creative assets are transferred, THE CLIENT SHALL PAY A NON-REFUNDABLE FLAT OFF-BOARDING FEE OF $1,500 CAD PLUS APPLICABLE TAXES. 1. Financial Condition Precedent: TPM shall have ZERO OBLIGATION to initiate any handover, training, or knowledge transfer until: (i) the Off-boarding Fee is paid; (ii) ALL outstanding service balances, late fees, and liquidated damages (including Section 18 surcharges) are paid in full and in cleared funds; and (iii) a formal "Full and Final Release of Liability" is executed by the Client in a form acceptable to TPM. 2. Cessation of Support: Any technical consultation or coordination with the Client’s successor agency shall be billed separately at the Premium Hourly Rate ($150 CAD/hr) with a five (5) hour minimum, payable in advance.

B. Conditional Trigger for Asset Release

The Mandatory Off-boarding Fee is automatically triggered at the moment a handover request is made. THE CLIENT EXPRESSLY AGREES THAT TPM POSSESSES A CONTRACTUAL LIEN OVER ALL DELIVERABLES AND DATA UNTIL ALL DEBTS ARE SATISFIED.

1. Waiver and Purge Protocol: If the Client fails to remit the Off-boarding Fee and all outstanding balances within ten (10) business days of a handover request, TPM shall exercise its absolute right to permanently delete, destroy, and purge all Client data and assets following the 90-day Purge Period (Section 17.G).
2. Release of Infrastructure: The Client acknowledges that no data handover or credential transfer shall occur while any balance—no matter how small—remains outstanding. THE CLIENT IRREVOCABLY WAIVES THE RIGHT TO SEEK AN INJUNCTION OR COURT ORDER TO COMPEL THE RELEASE OF DATA PRIOR TO FULL PAYMENT.

63. Case Study Rights and Confidentiality Premium

Notwithstanding the Confidentiality provisions in Section 28, TPM retains the perpetual right to utilize the Client’s Logo, Performance Metrics (ROI, Lead Growth), and "Before and After" visuals in public marketing materials and Case Studies.

• De-identification: While TPM will use reasonable efforts to anonymize sensitive internal data, the Client’s corporate identity and public-facing results are not confidential. * Opt-Out: If the Client requires total "White-Label" confidentiality (prohibiting TPM from mentioning the Client as a partner), the Client shall pay a "Confidentiality Premium" equal to twenty percent (20%) of all gross fees for the duration of the engagement.

64. Finality of Creative Approval and "Subjective Pivot" Fees

The Client acknowledges that creative design and copywriting are iterative processes. Once a Deliverable is Approved (or Deemed Approved under Section 10.A), that approval is final.

• Subjective Change of Heart: Any subsequent request to "try a different direction," "re-test a new aesthetic," or "pivot messaging" based on subjective preference changes or internal Client feedback provided after the original approval shall be treated as a New Project. * Billing: Such work will be billed as Out-of-Scope Project Work at the Base Hourly Rate ($120 CAD/hr) and will require a new Deposit if the revisions exceed the original scope of two (2) rounds.

65. Disclaimer of Third-Party AI Search and LLM Output

The Client acknowledges that the digital search landscape in 2025 and 2026 includes Large Language Models (LLMs) and AI-Search Engines (e.g., Perplexity, ChatGPT, Gemini). TPM shall have zero liability if third-party AI platforms "hallucinate," misinterpret, or display inaccurate, defamatory, or outdated information about the Client or its products. The Client stipulates that while TPM optimizes content for "AI Search," the final output of an AI model is an autonomous generation beyond TPM's control. The Client waives all claims for damages arising from AI-generated misinformation, even if such misinformation is derived from data contained within TPM-produced Deliverables.

66. Absolute Disclaimer of AI Registrability and Intellectual Property Rights

The Client acknowledges that the current legal landscape regarding Artificial Intelligence (AI) and Machine Learning (ML) is in flux globally. TPM provides no warranty, representation, or guarantee that any Deliverable containing AI-generated elements is capable of being protected by copyright, trademark, or patent laws in Canada, the United States, or any other jurisdiction. The Client assumes 100% of the commercial and legal risk associated with the ownership and "protectability" of AI-assisted assets. TPM shall have zero liability if the Client is unable to secure an intellectual property registration for any asset, or if a third party asserts that an AI-assisted Deliverable infringes upon their rights due to the nature of the AI model's training data.

67. Stale Project and Capacity Reservation Fee

TPM meticulously manages its professional capacity and scheduling. If a project remains in an inactive state for more than fifteen (15) calendar days due to the Client’s failure to provide approvals, materials, feedback, or required credentials, TPM shall automatically assess a non-refundable Capacity Reservation Fee of $500 CAD per month (or portion thereof). This fee is a genuine, non-punitive pre-estimate of TPM's loss of opportunity costs for reserving specialized personnel and infrastructure for a "stale" project. Payment of this fee does not advance the project milestones but merely prevents the project from being deemed "Abandoned" under Section 10.C.

68. Exclusive Professional Standard of Review

The quality, technical integrity, and performance of TPM’s services shall be judged solely by objective industry standards and TPM's internal professional judgment. The Client is strictly prohibited from utilizing the "report," "audit," "SEO grade," or "opinion" of any non-TPM third-party consultant, "IT friend," or competing agency as a basis for withholding payment, demanding a refund, or claiming a breach of contract. TPM expressly rejects all "Subjective Technical Audits" provided by third parties. Any attempt by the Client to use a third-party audit to dispute a debt or justify a "Subjective Change of Heart" (Section 64) shall be deemed Bad-Faith Contractual Sabotage and a Material Breach under Section 15.L.

69. Protection of Managed Account Integrity

The Client acknowledges that TPM’s access to advertising and social media platforms is a managed professional environment. Any attempt by the Client to unilaterally revoke TPM’s administrative access, change master passwords, or implement "Two-Factor Authentication" (2FA) locks that exclude TPM personnel while an active project is underway or a Balance remains outstanding shall be characterized as Hostile Account Seizure. Such action triggers an immediate Security Restoration Fee of $2,500 CAD and grants TPM the right to report the account to the platform provider (e.g., Meta, Google) as "Compromised" to protect TPM's proprietary Managed Account Infrastructure (Section 13.A).

70. Exclusion of Subjective Performance Claims

The Client acknowledges that "success," "appeal," and "effectiveness" in design and marketing are partially subjective. TPM’s performance shall be deemed legally complete and the Debt fully earned once the Deliverables meet the technical specifications defined in the scope of work. The Client expressly waives the right to withhold payment based on "subjective dissatisfaction," "lack of expected results," or "creative differences" once the technical milestones have been achieved. Any refusal to pay based on subjective criteria shall trigger the Administrative Malice Fee (Section 36.F). The Client warrants that they are purchasing a technical result, not a subjective experience. The Client is expressly prohibited from demanding a refund, credit, or modification based on 'creative differences' or 'aesthetic dissatisfaction.' Any such demand shall be deemed a Bad-Faith Dispute and an act of Reputational Coercion under Section 74, triggering the immediate revocation of all Licenses.

71. Prohibition of Unauthorized Recording and AI Transcription

All consultations, strategy sessions, and video conferences between TPM and the Client are the confidential intellectual property of TPM. The Client is strictly prohibited from recording (via video, audio, or third-party AI "Notetaker" bots) any interaction without the express, verbal consent of the TPM Principal at the start of the session. Any unauthorized recording or automated transcription shall be deemed an act of Trade Secret Misappropriation (Section 28) and triggers a Liquidated Damage of $10,000 CAD per instance.

72. Source Code and Raw File Sequestration during Dispute

The Client acknowledges that "Raw Assets" (including uncompiled source code, layered design files, project databases, and managed software seats) constitute TPM’s primary collateral. In the event of a payment dispute or Material Breach, TPM shall sequester all Raw Assets on an offline or encrypted server. TPM possesses an absolute contractual right to withhold the return, porting, or release of these assets until a Final Release of Liability is signed by the Client and the $1,500 Off-boarding Fee (Section 62) is paid in full. The Client expressly waives any right to seek a "Mandatory Injunction" for the release of these assets while any Balance remains outstanding, acknowledging that the value of the assets is the only security TPM has against unpaid professional labor.

73. Assumption of Risk for Multi-User Access

If the Client grants access to any managed platform (website, hosting, social media, or advertising) to any third party not employed by TPM (collectively, "External Users"), the Client assumes 100% of the risk for all subsequent security breaches, performance degradation, or policy violations. Any labor required by TPM to remediate damage caused by an External User shall be billed at the Premium Hourly Rate ($150 CAD/hr) with a ten (10) hour minimum. The Client’s indemnity in Section 20 is automatically triggered by the actions of any External User.

74. Prohibition of Reputational Coercion

The Client is strictly prohibited from using the threat of negative publicity, viral social media posts, or "review bombing" as a tool for price negotiation or refund demands. Such conduct is defined as Reputational Coercion and Contractual Extortion. Upon the issuance of such a threat, the Client’s License to use all Deliverables (Section 21.B) is automatically and immediately revoked for cause. TPM is authorized to take all live assets (websites, ads) offline immediately to protect its brand from association with a hostile entity, with zero liability for the Client’s resulting "Business Death."

A. Forfeiture of Rights upon Extortion

Should the Client suggest, imply, or explicitly state that they will withhold a positive review, or post a negative review, as leverage to secure a refund, discount, or out-of-scope work, all of TPM’s obligations under this Agreement shall immediately cease. Such conduct is stipulated as "Bad Faith Negotiation." TPM shall be entitled to retain all funds paid and shall be immediately authorized to activate the Administrative Lockdown protocol without the requirement of a cure period.

75. Priority of Client Insurance and Waiver of Subrogation

The Client acknowledges that TPM’s fees are based on the Client maintaining its own business and cyber liability insurance (Section 6.K). The Client agrees that in the event of any loss, the Client’s own insurance policies shall be the primary source of recovery. The Client, on behalf of itself and its insurers, hereby waives all rights of subrogation against TPM. TPM’s liability shall only trigger if, and only after, the Client has exhausted all available insurance limits, and even then, TPM's liability remains strictly capped by Section 19.D.

76. No Liability for Third-Party Platform Obsolescence

TPM utilizes third-party software, APIs, and platforms to deliver services. The Client acknowledges that these platforms are "Rentable Infrastructure" and not under TPM's control. TPM shall have zero liability for "Business Death" or loss of functionality caused by: (i) a platform provider going bankrupt; (ii) an API being deprecated; or (iii) a platform unilaterally changing its Terms of Service. TPM is not a guarantor of the continued existence or stability of the global digital ecosystem.

A. Right of Substitution

In the event of Third-Party Platform Obsolescence or a material change in vendor terms, TPM reserves the right to substitute equivalent technologies or platforms to maintain service continuity. The Client acknowledges that such substitutions are a professional necessity and do not constitute a breach of contract or a basis for fee reduction.

B. Infrastructure "Cascading Failure" Waiver

The Client acknowledges that TPM's services rely on a "Just-In-Time" stack of third-party APIs (OpenAI, Anthropic, AWS, Meta). The Client expressly waives any claim for "Business Interruption" or "Lost Lead Revenue" arising from cascading failures, global API outages, or "Rate Limiting" imposed by these providers. TPM’s duty is to attempt restoration within business hours; TPM is not an insurer against the downtime of the global internet or AI backbone.

77. Prepaid Legal Discovery and Data Extraction

In the event of any legal dispute or audit initiated by the Client, the Client shall pay a non-refundable $5,000 CAD "Data Retrieval Deposit" before TPM is required to produce any internal project logs, emails, or records. TPM personnel time spent searching for, reviewing, and redacting data for the Client’s legal use shall be billed at $250 CAD per hour. The Client acknowledges that this is a reasonable administrative cost for the extraction of non-public business records and is not a penalty.

A. Advance Discovery Retainer 

In any dispute where the Client initiates legal discovery or document production requests, the Client shall pay a non-refundable $10,000 CAD "Discovery Preparation Fee" prior to TPM’s first production of documents. This fee covers the high-level labor required for TPM to utilize AI-driven E-Discovery tools and manual review to categorize Client-side communications. The Client acknowledges this is a primary administrative cost of litigation and is not a penalty. TPM shall have no duty to produce a single record until this fee is paid in full and in cleared funds.

B. Mandatory Discovery & Forensic Deposit

Prior to TPM producing any internal records, logs, or communications for a legal proceeding, the Client shall provide a $15,000 CAD 'Forensic Retrieval Deposit.' TPM shall bill against this deposit at a rate of $350 CAD per hour for all time spent by TPM personnel identifying, reviewing, and redacting records. TPM shall have zero obligation to produce any data until this deposit is cleared and the internal fees are paid in full.

78. Prohibition of "AI-Driven" Legal Harassment

The Client is strictly prohibited from using "AI-Lawyer" bots or automated legal-threat generators to issue mass-correspondence to TPM. The Client stipulates that any legal notice must be reviewed and signed by a human member of a provincial Law Society. Any "bot-generated" legal threat shall be deemed a "nuisance communication" under Section 49 and trigger the $10,000 CAD Administrative Malice Fee.

79. Disclaimer of "Search Generative Experience" (SGE) Stability

The Client acknowledges that Search Engines (Google/Bing) now provide AI-summarized answers (SGE). TPM warrants only that it will optimize for these systems; however, because SGE results are non-deterministic and change per-user, the Client waives any claim for "loss of ranking" based on AI-generated summaries that do not cite the Client's website.

80. Mandatory "Notice of Cybersecurity Health"

The Client must provide TPM with a "Cybersecurity Health Declaration" every 180 days, confirming that their internal staff has undergone basic phishing training. Failure to provide this declaration entitles TPM to increase the Management Fee by 5% to cover the increased "Risk Profile" of the Client.

81. Warranty of Commercial Sophistication

The Client warrants that it is a "commercially sophisticated" entity with the capacity to understand and negotiate complex service contracts. The Client affirms that it has specifically directed its attention to the Liquidated Damages, Indemnification, and Limitation of Liability provisions herein and acknowledges that these terms are a material part of the consideration for the specialized, high-risk digital services provided by TPM.

82. Disclaimer of Algorithmic Bias and Filter-Busting

TPM utilizes third-party AI tools that may contain inherent biases or be subject to "Safety Filter" updates. TPM shall have zero liability if a Deliverable is flagged, suppressed, or "Shadow-Banned" by a third-party platform due to the platform’s own automated content moderation policies or algorithmic shifts.

83. Mandatory "Human-in-the-Loop" Acceptance

The Client stipulates that while TPM utilizes AI for efficiency, the Client remains the final "Human-in-the-Loop." The Client’s final approval of any Deliverable constitutes a warranty that the Client has manually reviewed the content for factual truth and legal safety, and the Client waives any "hallucination defense".

A. Statutory AI Transparency and Accountability

The Client acknowledges that under the Artificial Intelligence and Data Act (AIDA) and related provincial regulations, certain AI-generated outputs may require disclosure or specific risk assessments. The Client expressly assumes the role of the "Person in Control" of the AI system's output. The Client warrants that it will maintain the necessary documentation and public disclosures required by law for any AI-assisted Deliverable. TPM’s role is strictly limited to technical configuration; the Client remains the sole party responsible for ensuring that the AI’s "Fairness, Equity, and Safety" standards meet Canadian statutory requirements.

84. Right to Use Anonymized Benchmarking Data

The Client grants TPM the perpetual right to use anonymized and aggregated performance data from the Client’s accounts (e.g., click-through rates, conversion costs) to create industry benchmarking reports and to improve TPM’s proprietary optimization algorithms.

85. Mandatory Security Integrity Audit for Handover

No administrative handover, credential rotation, or data export shall occur until TPM has performed a "Security Integrity Audit" to ensure all proprietary TPM tracking scripts, licensed components, and internal "hooks" have been successfully decoupled from Client assets. The Client shall pay a flat fee of $1,500 CAD for this audit (in addition to the Section 62 Off-boarding Fee). Upon the completion of the handover, the Client executes a "Full and Final Release" of TPM, acknowledging that TPM's duty of care, security monitoring, and insurance coverage terminates the second the credentials are provided.

86. Characterization of the "Live Environment"

The Client acknowledges that their digital presence (Website, Ads, Email) exists in a "State of Active Animation" maintained by TPM. This live status is a temporary, TPM-hosted professional utility. In the event of a Material Breach, this animation ceases. The resulting "Blackout" is not an act of sabotage by TPM, but rather the natural expiration of a conditional, high-resource utility that the Client has failed to fund. The Client waives any claim for "Injunction to Restore" as the "Energy of Performance" cannot be compelled without prior payment.

87. Exclusion of Liability for Social Engineering and Phishing

The Client acknowledges that TPM’s managed security environment is only as secure as the Client’s own internal "Human Element." TPM shall have ZERO LIABILITY for any security breach, unauthorized account access, or financial loss resulting from "Social Engineering" (e.g., phishing, vishing, or SMS-spoofing) targeted at the Client’s personnel. If the Client’s negligence results in the compromise of TPM-managed systems, the Client shall be liable for all forensic remediation costs, billed at the Premium Rate ($150 CAD/hr) with a twenty (20) hour minimum.

88. Mandatory Litigation Pre-Conditions and "Clarity of Claim"

A. Pre-Suit Statement of Particulars

Prior to the commencement of any legal action, arbitration, or formal regulatory complaint against TPM, the Client shall provide TPM with a certified, written “Statement of Particulars” at least forty-five (45) calendar days in advance of filing. This statement must include:

• (i) The specific Section of this Agreement alleged to have been breached;

• (ii) A detailed technical report outlining the exact failure of the Deliverables;

• (iii) Documentary evidence of the Client’s attempt to mitigate their own losses (per Section 6.F); and

• (iv) A specific calculation of damages that does not include any waived consequential or indirect losses (per Section 19.A).

B. Condition Precedent to Action

The Client acknowledges that the provision of the Statement of Particulars is a Mandatory Condition Precedent. Any legal action initiated without the prior satisfaction of this requirement—and the subsequent 45-day "Cure Period"—shall be deemed "Procedurally Defective" and "Abuse of Process." The Client provides advance consent for the immediate dismissal or stay of any such action and agrees to pay TPM a $5,000 CAD "Premature Litigation Penalty" to cover the initial legal costs of moving to stay the proceedings.

C. Technical Audit Requirement

If the dispute involves the quality of code, SEO, or technical performance, the Client must—at their own expense—provide an independent audit from a certified third-party professional with at least ten (10) years of industry experience. This audit must accompany the Statement of Particulars. The Client acknowledges that an "AI-generated audit" or a report from a competing agency is strictly excluded under Section 53 and Section 68 and shall not satisfy this pre-condition.

D. Toll on TPM’s Obligations

The issuance of a Statement of Particulars by the Client shall operate to immediately stay any and all of TPM’s ongoing performance obligations without such stay being deemed a breach or suspension. TPM’s duty to perform is paused while the "Clarity of Claim" is being reviewed.

E. Mandatory Notice Processing & Administrative Triage Fee

The Client acknowledges that the formal processing of a "Statement of Particulars" or any "Notice of Intent to Litigate" requires the immediate diversion of TPM’s executive leadership and the engagement of TPM’s legal compliance team to initiate a "Litigation Hold" (Section 48).

• The Fee: Every formal notice of dispute, Statement of Particulars, or legal demand letter submitted by the Client (or their agent) shall be accompanied by a non-refundable Administrative Triage Fee of $2,500 CAD plus applicable taxes. * Condition Precedent: TPM shall be under no contractual or legal obligation to respond to, acknowledge, or act upon any notice that is not accompanied by proof of payment of this fee in cleared funds.
• Forfeiture of Notice: Any notice sent without the Triage Fee is null and void ab initio (from the beginning). The 45-day Cure Period (Section 89.B) shall not begin to run until this fee is paid.
• Characterization: The Client stipulates that this fee is a genuine pre-estimate of the administrative and professional costs required to open a formal legal file and is not a penalty.

89. Finality of Agreement and Jurisdictional Lock

The Client acknowledges that TPM’s pricing is strictly predicated on the Risk-Shift mechanisms contained herein. The Client warrants it has compared TPM’s rates with "full-liability" agencies and has deliberately chosen this lower-cost, high-risk-allocation model. THE CLIENT IRREVOCABLY STIPULATES THAT TPM’S OPERATIONAL INDEPENDENCE AND THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 19 ARE FUNDAMENTAL CONDITIONS PRECEDENT TO THE EXISTENCE OF THIS AGREEMENT. The Client is perpetually estopped from seeking the benefits of TPM’s pricing while simultaneously attempting to invalidate the liability protections that make such pricing possible.

SHOULD THE CLIENT ATTEMPT TO RE-CHARACTERIZE TPM AS AN EMPLOYEE, SUBORDINATE, OR AGENT IN ANY FORUM—INCLUDING BUT NOT LIMITED TO LABOUR BOARDS, TAX AUTHORITIES, OR CIVIL COURTS—THE CLIENT SHALL BE DEEMED TO HAVE COMMITTED CONTRACTUAL FRAUD. SUCH AN ATTEMPT SHALL TRIGGER AN IMMEDIATE, NON-NEGOTIABLE LIQUIDATED DAMAGE PENALTY OF THE GREATER OF: (I) TWENTY-FIVE THOUSAND CANADIAN DOLLARS ($25,000 CAD); OR (II) THE TOTAL AGGREGATE FEES PAID TO TPM BY THE CLIENT SINCE THE INCEPTION OF THE RELATIONSHIP. This sum is a genuine pre-estimate of the administrative and legal costs required for TPM to defend its corporate structure and is not a penalty. This Agreement is the "Final Expression" of the Parties' intent.

Final Stipulations: 1. To maintain our security standards and competitive pricing, our Master Policies (as outlined above) are standardized for all clients and are non-negotiable. We do not accept redlines or modifications. 2. The Parties agree that if any financial sum in this Agreement is found to be excessive, the Court is directed by Section 23.F to resize it to the maximum allowable limit rather than voiding the protection entirely.

Last Reviewed: December 2025.