Terms & Conditions

1. Services

KGM Media (“Agency”) agrees to perform the services set forth in this Agreement and in any applicable Statement of Work (“SOW”) executed by both parties. These services may include digital marketing solutions, AI chatbot integration, website development, email/SMS marketing, branding, advertising campaigns, or any other services agreed upon (“Services”). If any term in an SOW conflicts with this Agreement, this Agreement shall govern unless explicitly stated otherwise in the SOW.

2. Payment

Client shall pay all fees set out in the applicable SOW (“Fees”) in advance of Services being rendered. Fees may be billed monthly, quarterly, annually, or on another agreed billing cycle (“Billing Cycle”). Payment is due at the beginning of each Billing Cycle via credit card, bank transfer, or another mutually agreed method. KGM Media reserves the right to adjust Fees at the end of any Billing Cycle with thirty (30) days’ prior written notice.

Third-party costs (e.g., Google Ads, Meta Ads) shall be paid directly by the Client unless explicitly agreed otherwise in writing.

3. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary, technical, or business information disclosed during the term of this Agreement (“Confidential Information”). Confidential Information may only be shared with a party’s employees, agents, or subcontractors on a need-to-know basis and shall not be disclosed to any third party without prior written consent unless required by law.

The obligation of confidentiality does not apply to information that:

• Was lawfully known prior to disclosure;
• Becomes public through no breach of this Agreement;
• Is disclosed by a third party not bound by confidentiality obligations; or
• Is independently developed without reference to the Confidential Information.

4. Termination

Client may terminate this Agreement at any time with thirty (30) days’ written notice. KGM Media may terminate this Agreement with ten (10) days’ written notice, or immediately in case of material breach not remedied within thirty (30) days of written notice.

Upon termination:

• All Fees for services rendered and expenses incurred to date become due immediately.
• Any prepaid Fees are non-refundable.
• KGM Media shall retain ownership of any non-transferred advertising or software accounts unless agreed otherwise in writing.
• Client is responsible for paying all third-party media and ad costs accrued prior to termination.

5. Disclaimer of Warranties & Limitation of Liability

KGM Media provides services “as-is” and makes no warranties, express or implied, including but not limited to:

• Results, revenue increases, lead generation, or customer acquisition;
• Non-infringement, merchantability, or fitness for a specific purpose;
• Service uptime or continuous availability.

KGM Media uses Artificial Intelligence (AI) tools and third-party platforms. While efforts are made to optimize performance, results may vary. KGM Media is not liable for service interruptions, data loss, or third-party platform performance.

In no event shall either party be liable for:

• Indirect, incidental, special, or consequential damages;
• Loss of revenue, profits, data, or business opportunities.

Maximum liability of either party shall not exceed the amount paid by Client to KGM Media in the six (6) months preceding the event giving rise to the claim.

6. Governing Law

This Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein. Any disputes arising shall be resolved in the courts of Calgary, Alberta.

7. Relationship of Parties

KGM Media is engaged as an independent contractor. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

8. Language

This Agreement has been prepared in the English language at the request of both parties.

Entire Agreement

This Agreement, along with any attached SOWs, constitutes the complete understanding between the parties. Any changes must be in writing and signed by both parties.