Terms of Service

Last Updated: [Date - e.g., October 26, 2023]

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you" or "Client" where applicable) and 26 Branding Agency Inc. ("Agency," "we," "us," or "our"), concerning your access to and use of the www.26branding.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the "Site").

You agree that by accessing the Site, you have read, understood, and agreed to be bound by all of these Terms. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

2. Definitions

• Agency: Refers to 26 Branding Agency Inc.
• Client: Refers to any individual or entity engaging the Agency for Services, potentially governed by a separate Service Agreement.
• Site: Refers to the website www.26branding.com and its related content and functionalities.
• Services: Refers to the branding, marketing, web development, design, consulting, and other services offered by the Agency, as described on the Site or in a specific Service Agreement.
• Service Agreement: Refers to a separate contract, such as a "Contrat de Branding" or statement of work, detailing the specific scope, fees, and terms for Services provided to a Client.
• Work Product: Refers to the deliverables created by the Agency for a Client as part of the Services defined in a Service Agreement.

3. Use of the Site

You are granted a non-exclusive, non-transferable, revocable license to access and use the Site strictly in accordanceance with these Terms. As a condition of your use, you warrant that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site.

4. Services and Service Agreements

The Site provides information about the Services offered by the Agency. The specific details, scope, deliverables, timelines, and fees for any Services provided to a Client will be outlined in a separate Service Agreement. In the event of any conflict between these Terms and a specific Service Agreement, the terms of the Service Agreement shall prevail for that specific engagement.

5. Intellectual Property Rights

• Site Content: Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the "Content") and the trademarks, service marks, and logos contained therein (the "Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Canada, foreign jurisdictions, and international conventions. The Content and the Marks are provided on the Site "AS IS" for your information and personal use only. Except as expressly provided in these Terms, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
• Client Materials: Any materials provided by the Client to the Agency remain the property of the Client. The Client grants the Agency a non-exclusive license to use these materials solely for the purpose of providing the agreed-upon Services.
• Work Product: Ownership of Work Product created specifically for a Client under a Service Agreement will be determined by the terms of that Service Agreement. Typically, upon full payment for the relevant Services, ownership rights in the final, approved Work Product are transferred to the Client, subject to any third-party rights (e.g., stock photos, fonts). The Agency may retain rights to use the Work Product for its portfolio and marketing purposes unless otherwise agreed in writing.

6. Payment Terms

Fees for Services are detailed on our [Link to Pricing Page, if applicable] page or, more specifically, within individual Service Agreements. Payment terms, invoicing schedules (e.g., monthly billing, payments at specific milestones like 50% upfront and 50% on completion for production work), due dates (e.g., payable within 24-48 hours or upon receipt), and consequences of non-payment will be governed by the applicable Service Agreement. The Agency reserves the right to apply discounts or credits at its discretion, for example, for early payment, as may be specified in an invoice or Service Agreement. [Refers generally to Section 4 of the provided contract]

7. Client Responsibilities

Clients engaging our Services agree to:

• Provide timely and accurate information, materials, and feedback necessary for the Agency to perform the Services.
• Provide necessary approvals for plans, campaign outlines, cost estimates, scripts, copy, mockups, and other materials prepared by the Agency. [Refers generally to Section 5 of the provided contract]
• Understand that the Agency may submit materials for legal review (e.g., by the Client's lawyer) and reserves the right to refuse advertising deemed non-compliant with regulations. [Refers to Section 5.2 of the contract]
• Acknowledge that the Agency will not incur commitments or expenses without prior written client approval, except in emergencies to protect the Client's interests. [Refers to Section 5.3 of the contract]
• Ensure they have the necessary rights and permissions for any materials provided to the Agency.
• Comply with all applicable laws and regulations related to their business and the use of the Services/Work Product.

8. Confidentiality

Both the Agency and the Client may receive confidential information from the other party. Both parties agree to maintain the confidentiality of such information and not disclose it to third parties, except as necessary to perform the Services or as required by law, both during and after the term of any engagement.

9. Disclaimers

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.

10. Limitation of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Furthermore, the Agency shall not be held responsible for any failures, errors, or defaults of third-party suppliers, media owners, technology providers, or other entities or individuals who are not direct employees or agents of the Agency. [Refers to Section 6 of the provided contract]

Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us during the [e.g., six (6) month] period prior to any cause of action arising, or as otherwise defined in a specific Service Agreement.

11. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your use of the Site or Services; (2) your breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site.

12. Termination

We reserve the right to terminate or suspend your access to the Site immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

Termination of Services provided under a Service Agreement will be governed by the terms specified in that agreement, including provisions regarding duration, notice periods, final payments, return of materials, and survival of obligations. Parties will seek amicable solutions upon termination. [Refers generally to Sections 7 & 8 of the provided contract]

13. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to its conflict of law principles.

14. Dispute Resolution

[Choose ONE option or combine, consult lawyer] **Option A (Negotiation):** The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms by negotiation between the parties in good faith. **Option B (Mediation/Arbitration):** Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, which cannot be resolved by negotiation within [e.g., 30 days], shall be referred to and finally resolved by [mediation first, then perhaps binding arbitration?] administered in Montreal, Quebec in accordance with the [Specify Rules, e.g., Code of Civil Procedure of Quebec for mediation/arbitration, or rules of an arbitration body] rules in effect at the time.

15. Changes to Terms

We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the "Last updated" date of these Terms. You waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Site after the date such revised Terms are posted.

16. Contact Us

To resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

26 Branding Agency Inc.
Montreal, Quebec, Canada.
Email: info@26branding.com
Phone: +1 438 376 26262