Terms Of Service
TERMS OF SERVICE FOR SCALE OWL DIGITAL MARKETING
By becoming a client of Scale Owl you expressly acknowledge and agree that you have read and understood these terms of service and agree that you are bound by them.
This website and the services provided are operated by Scale Owl. Throughout the site, the terms “we”, “us” and “our” refer to Scale Owl. Scale Owl offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site.
Please read these Terms of Service carefully before accessing or using our services.
Any new features or tools which are added to the current service shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to our services following the posting of any changes constitutes acceptance of those changes.
SECTION 1 – PERSONAL INFORMATION
SECTION 2 – NON-DISCLOSURE
Both parties mutually agree that certain confidential information may be exchanged during the course of this engagement. To ensure the protection of such information and in consideration of the agreement to exchange said information, the parties agree not to disclose the following.
a. Technical materials, models and relevant technical articles, technical reports owned by either party; b. Sales materials, including but not limited to all quality management methods, pricing methods, sales methods and customers’ materials;
c. All the intellectual property rights (including those exclusively owned by either party, whether owned now or developed in the future); and,
d. Any other information that either party claims as confidential.
The Client agrees that the Agency may, from time to time, share testimonials and results achieved as a result of service provided for marketing purposes. The Client can request that personal and brand information be omitted from case studies and testimonials.
SECTION 3 – SCOPE OF WORK
The services provided by Scale Owl are retainer or performance-based and the Client may avail from the Agency for consultation on the nature, timing and extent of these services either via email, over the telephone, in person, or at Customer’s office.
SECTION 4 – ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 5 – NON-SOLICIT AND COMPETITION
5.1. Acknowledgement You agree and acknowledge that
Scale Owl is providing you with access to confidential
information. You acknowledge and agree that:
- 5.1. the restraint imposed by this clause 1:
- (a) is reasonable having regard to the interests of the parties;
- (b) extends no further than is reasonably necessary;
- (c) is reasonably necessary to protect the goodwill of
- (d) is intended to be given its full force and effect;
- 5.1.2. you have received adequate consideration for the restraint obligations agreed to in this clause.
5.2. Non-solicit – clients
5.2.1. You shall not in any Capacity during the Restraint Term, either directly or indirectly, engage in the following activities without the prior written consent of Scale Owl:
- (a) solicit, entice, tender for or accept orders or instructions to act for services the same or similar to those provided by Scale Owl from any Client of Scale Owl such as soliciting Clients to join your Agency or program or marketing services; or
- (b) solicit, entice, tender for or accept orders or instructions to act for services the same or similar to those provided by Scale Owl from any person or entity who is being actively sought as a Prospective Client of Scale Owl; or
- (c) interfere with, disrupt or frustrate or attempt to interfere, disrupt or frustrate any relationship, contract or other arrangement between Scale Owl and any Client; or
- (d) create a competing Agency; or
- (e) solicit or entice any team members of the Agency to join your Agency; or
- (f) attempt to perform any acts listed in clause 5.2.1(a), (b), (c), (d) or (e), on your own behalf or on behalf of any other person or entity who conducts a Competing Business.
5.3. Non-solicit – employees and contractors
5.3.1. During the Restraint Term, you shall not in any Capacity, without the prior written
consent of Scale Owl:
(a) hire or divert from employment with Scale Owl, any person who is an employee or contractor of Scale Owl; or
(b) interfere with, disrupt or frustrate or attempt to interfere, disrupt or frustrate any relationship, contract or other arrangement between Scale Owl and any employee or contractor.
You shall not, in any Capacity, carry on, or be engaged or financially involved in any Competing Marketing Agency Service.
5.5.1. Your promises in these terms are reasonable and necessary to protect and preserve the interests and assets of Scale Owl and the business of Scale Owl and irreparable loss and damage will be suffered by Scale Owl should you breach any of your promises.
Therefore, you agree and consent that, in addition to all the remedies provided at law or in equity, Scale Owl shall be entitled to:
- (a) interim and interlocutory injunctions and temporary and permanent
injunctions to prevent a breach or contemplated breach of any of your promises; and
- (b) liquidated damages calculated at 75% of any fees that Scale Owl may have been entitled to in the last full financial year had the Client remained with Scale Owl.
5.6. Interpretation for clause 1
- 5.6.1. For the purposes of this clause 1, “carry on, or be engaged or financially involved in” will all be given the widest possible interpretation and shall include, without derogation from their generality, management without salary, advising or influencing a competitive business on a continuing basis whether for direct remuneration or benefit or otherwise, and establishing or being interested in or influencing such a competitive business through any association or arrangement with any person, relative, nominee or trust in or over which any interest or influence (absolute or partial) is held.
- 5.6.2. For the purposes of this clause 1, “Capacity” shall mean either the role of or any combination of roles of sole practitioner, partner, associate, Client, Client, director, trustee, beneficiary, unit holder trustee or by any entity in which the Client may have at any time a direct or indirect business interest and whether jointly or individually.
- 5.6.3. For the purposes of this clause 1, “Client” shall mean a client or customer of Scale Owl, who has been a client of Scale Owl within the 8 years prior the date you agreed to these terms, and “Prospective Client” shall mean any person who is being actively sought as a prospective client of Scale Owl as at the date you agree to these terms.
- 5.6.4. For the purposes of this clause 1, “a Competing Service” is any business, organisation or enterprise that either offers goods or services of a same or similar nature to the services provided by Scale Owl and includes but not limited to marketing services and consulting services.
- 5.6.5. For the purposes of this clause 1, “Restraint Term” means five (5) years
- 5.6.6. This clause 0 shall have the effect as if it were a number of separate clauses, each one being severable from the other, such separate clauses consisting of the covenants set out in clauses 1.2, 1.3 and 1.4 combined with each separate definition and if any of the separate clauses shall be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of any other separate clause.
SECTION 6 – INTELLECTUAL PROPERTY & CONFIDENTIALITY
- 6.1 Introduction The two (2) most valuable and essential assets of Scale Owl are its Client relationships, and proprietary information. These assets are also the most perishable and easily eroded. If these assets are seriously impaired, the future growth and even the existing level of Scale Owl’s operations and financial performance will be negatively impacted. Scale Owl cannot as a practical matter purchase insurance to cover damage or loss of these assets.
- 6.2 Confidentiality and non-disclosure
- 6.2.1. As a client of Scale Owl you will or may have access to information consisting training methodologies, written materials, marketing material and systems and other intellectual property which you agree have been disclosed to you in confidence.
- 6.2.2. These are the “trade secrets” of Scale Owl and, if not otherwise in the public domain, are confidential information. You will:
- (a) hold all trade secrets in confidence and not discuss, communicate or transmit to others or make any unauthorized copy of or use the trade secrets in any capacity, position or business unrelated to Scale Owl and unauthorized by Scale Owl;
- (b) take all reasonable action, that Scale Owl deems necessary or appropriate, to prevent unauthorized use or disclosure of, or to protect Scale Owl’s interests in, the trade secrets;
- 6.3 Intellectual property ownership
- 6.3.1. All right, title and interest to copyright in all works as that term is referred to in the Copyright Act 1968 and including but not limited to all adaptations, compilations, collective works, computer generated works, graphics and future copyright and any other intellectual property, which have been or will be prepared by Scale Owl are the sole property of Scale Owl. Such materials shall not be copied, disseminated or reproduced in any manner unless authorized by these terms or by Scale Owl.
- 6.3.2. All intellectual property including copyright in any content created or shared with the client, employee, contractor is the sole property of Scale Owl and you hereby assign any right, title and interest you have in such intellectual property to Scale Owl.
SECTION 7 – RELEASE
- 7.1. You acknowledge and agree that Scale Owl may use you in its marketing materials (including using your results you have achieved in testimonials) and you release Scale Owl from any claim you may have now or in the future with respect to such use.
SECTION 8 – NO REPRESENTATIONS
- 8.1. No representations have been made by Scale Owl to you in relation to the:
- 8.1.1. suitability;
- 8.1.2. scope;
- 8.1.3. nature of the market for the service
- 8.1.4. success or potential success of your services
- 8.1.5. value or economic viability of your services
SECTION 9 – TERM AND PAYMENT
- 9.1. Your commitment to the Agency services are for six (6) months unless stated otherwise
- 9.2 You agree to pay for our service up front and in full before any work commences and continues.
- 9.2.1 You agree for Scale Owl to keep your credit card on file and give permission to charge your credit card once your payment is 14 days overdue. Your credit card on file can be your credit card used to pay for your advertising costs or monthly management fee, or either if the amount is more than the credit card limit.
- 9.2.2 You agree that Scale Owl can charge your credit card after 14 days overdue to keep the service running instead of having to turn off your service which will negatively affect your results.
- 9.2.3 In the event of non-payment the Customer agrees to be responsible and pay debt collection agency fees.
- 9.3 You agree to the Attribution window of 28 days for Facebook Ads sales. If Performance Based – Minimum monthly ad spend is required to remain on Performance-Based model. If minimum monthly ad spend is reduced, this contract will automatically switch the retainer model
SECTION 10 – SEVERABILITY
- 10.1. These terms will, so far as possible, be interpreted and construed so as not to be invalid, illegal or unenforceable in any respect, but if a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable:
- 10.1.1. that provision will, as far as possible, be read down to the extent that it may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all the circumstances so as to give it a valid operation;
- 10.1.2. if the provision or part of it cannot effectively be read down, that provision or part of it will be deemed to be void and severable and the remaining provisions of these terms will not in any way be affected or impaired and will continue regardless of that illegality, invalidity or unenforceability.
SECTION 11 – GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Ontario, Canada.
SECTION 12 – CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 13 – FACEBOOK TERMS ACCEPTANCE
- You represent and warrant, without limiting anything in these terms, that you have all necessary rights and permissions and a lawful basis to disclose and use the Hashed Data in compliance with all applicable laws, regulations, and industry guidelines. If you are using a Facebook identifier to create a custom audience, you must have obtained the identifier directly from the data subject in compliance with these terms.
- * If you are providing Hashed Data, you agree to use only provide the agency with data that is owned by you as the advertiser and not to augment or supplement the data with other data except as expressly authorized by Facebook. You represent and warrant that you have the authority to use such data on their behalf and will bind the advertiser to these terms.
- * You represent and warrant that the Hashed Data does not relate to data about any individual who has exercised an option that you have, directly or indirectly, committed to honoring or provided to opt out of having that data disclosed and used by you or on your behalf for targeted advertising. To the extent an individual exercises such an opt-out after you have used data relating to that individual to create a custom audience, you will remove that data subject from the custom audience.
- * You instruct Facebook to use the Hashed Data for the matching process. Facebook will not share the Hashed Data with third parties or other advertisers and will delete the Hashed Data promptly after the match process is complete. Facebook will maintain the confidentiality and security of the Hashed Data and the collection of Facebook User IDs that comprise the custom audience(s) created from your Hashed Data (“your custom audience(s)”), including by maintaining technical and physical safeguards that are designed to (a) protect the security and integrity of data while it is within Facebook’s systems and (b) guard against the accidental or unauthorized access, use, alteration or disclosure of data within Facebook’s systems.
- * Facebook will not give access to or information about the custom audience(s) to third parties or other advertisers, use your custom audience(s) to append to the information we have about our users or build interest-based profiles, or use your custom audience(s) except to provide services to you, unless we have your permission or are required to do so by law.
- * Facebook may modify, suspend or terminate access to, or discontinue the availability of, the custom audiences feature at any time. You may discontinue your use of the custom audiences feature at any time. You may delete your custom audience(s) from the Facebook system at any time through your account tools.
- * You may not sell or transfer custom audiences, or authorize any third party to sell or transfer custom audiences