Terms of Service

ALL OF SHOPE INC. (Operating and herein referred to BUILDING BLOCK DIGITAL). These terms are entered into by and between BUILDING BLOCK DIGITAL, an operating name of ALL OF SHOPE INC. (the “Company”) a Toronto, Ontario company, and the “Client”. “Client” refers to any person or entity engaging the Company for its digital marketing services. The Company and Client are hereby collectively referred to as the “Parties”.

The Client and the Company agree as follows:

1. Definitions

For the purpose of Email Marketing Services, the following definitions apply.

“Flow” refers to an automated sequence of digital communications between Client and its customers and may include email, SMS or Push notifications.

“Campaign” refers to standalone digital communications between Client and its customers and may include an email, SMS or Push notification.

For the purposes of this Agreement, “Flows” and “Campaigns” will be collectively referred to as “Message” or “Messages”.

2. Description of Service

The Company shall provide digital marketing services for its Clients. As part of this service, the Company will provide the specific service(s) listed in the Client invoice and/or payment link. The duration of the specific service(s) and the deliverables is that listed on the client invoice and/or payment link. Client understands and accepts all services and charges listed in the invoice.

The Company offers various service plans with each having a fixed number of deliverables the Company will deliver to the Client. For example, a plan might have up to a maximum of 8 individual Messages per month. For the purposes of clarity with this type of plan, each Message may be used for Flows or Campaigns. Such as 5 Messages used for Campaigns and 3 used for Flows. The specific plan and its associated deliverables will be listed on Client invoice and/or payment link. Client understands and accepts all services and charges listed in the invoice.

3. Execution of The Services

The services can be divided into two parts, the setup services and the ongoing management services. Both types of services are detailed below: 

As part of the setup services, the company will;

A.) Performing an audit of the relevant Client digital platform and strategy to assess areas of opportunity

B.) Make necessary and relevant recommendations

As part of the ongoing management services, the company will: implement recommendations approved by Client, monitor performance and perform periodic maintenance during the term of the engagement.

For Email Marketing Services specifically, this could include;

C.) Consulting with Client to develop a monthly Message calendar

D.) Writing the copy for each Message

E.) Designing the visual element of each Message

F.) Implementing and scheduling the Messages in the email marketing software

G.) Monitoring monthly performance of Messages (Flows and Campaigns)

4. Client Requirements

Client agrees to provide the following items in the time frame stated:

A.) Provide required intake info requested through onboarding survey with full or edit access to the relevant platforms within 30 days. For example, for Email Marketing that’ll include access to an email marketing platform like Klaviyo.

B.) After 30 days, if no contact from Client to The Company, The company will assume Client is no longer in need of The Company’s services, and The Company reserve the right to terminate the Agreement; in this event, all unpaid fees will be due and collectable at the time of termination. 

C.) As part of the services, The Company will at times require Client approval of drafts. The Client will have 48 hours to provide feedback, in the absence of which, The Company cannot be held liable for any adverse effects on the performance of Messages.

5. Compensation and Payment

A.) Setup: Set up, as outlined in Section 3A-B, can take varying lengths of time, but could take up to 21 business days.

B.) For the service plan listed in the Client invoice and/or payment link, Client understands, accepts and will pay all charges listed in the invoice. The payment is due at the beginning of each month and will be automatically deducted from the Client payment method on file each month. The payment will be in advance of the services to be rendered over the next 30 days.

C.)The following provision applies to the authorization of repeated credit or debit card authorizations, only:
Right to cancel: The Client has the right to cancel this contract until midnight of the third (3rd) business day after it is signed and executed. The Client may cancel this agreement by sending an email to The Company before midnight of the third business day. Notice of cancellation sent after this deadline may be deemed invalid at the sole discretion of The Company.

6. Term

This Agreement will commence on the effective date the amount set forth on the Client invoice and/or payment link is paid by Client and will continue for a minimum period of 30 days, regardless of the Client’s delivery of content, and then will continue on a month-to-month basis unless otherwise terminated by The Company or Client or unless otherwise agreed to by The Company and the Client.


7. Termination

This agreement may not be terminated prior to 30 days after the effective date by either party. In the event that the Client desires to terminate the Services hereunder, the Client must submit a request to The Company at least seven (7) days prior to the desired date of termination. Requests to terminate may be made by mail or e-mail. If Client chooses to terminate this agreement in writing, all monies owed to The Company will be due immediately and will be automatically charged to the Client’s payment method on file. All payments made to the Company prior to cancellation are non-refundable. Under no circumstances will the Company give refunds of the amount paid for the services hereunder and/or listed in the Client invoice and/or payment link.

8. Ownership of Materials

The Company shall retain the creative rights to all original materials, data and similar items, produced by The Company hereunder in connection with the Services under this agreement. All services and software used by The Company shall at all times be the sole property of The Company and under no circumstances shall Client have any interest in or rights to the title to such materials, or software. Client acknowledges that The Company may use and modify existing materials for Client’s benefit and that Client holds no rights to such materials. All intellectual property shall remain the sole and exclusive property of the party that discloses it to the other

9. Proprietary Information and Use of Materials

A.) Except as provided elsewhere in this Agreement, all information disclosed by one Party to the other Party, shall be deemed to be confidential and proprietary (“Proprietary Information”). All Confidential and proprietary Information shall remain the sole and exclusive property of the party that discloses it to the other. The Parties acknowledge and agree that nothing in this Agreement will be construed as granting any rights, by license or otherwise, in or to the other's Confidential and proprietary Information or any patent, copyright or other intellectual property or proprietary rights. Such Proprietary Information includes, without limitation, information regarding marketing, sales programs, sales volume, sales conversion rates, sales methods and processes, sales proposals, products, services, vendors, customer lists, training manuals, sales scripts, telemarketing scripts, names of investors, and customer information, operating procedures, pricing policies, strategic plans, intellectual property, information about a Party’s employees and other confidential or Proprietary Information belonging to or related to a Party’s affairs. The receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the receiving Party. The Parties, their employees, subsidiaries, affiliates, agents, and assigns agree to hold all Proprietary Information, regardless of when or how disclosed, in strict confidence and with not less than the same degree of care that they provide for their own confidential and proprietary information. The Parties warrant and represent that the degree of care contemplated herein is adequate and the Parties will take any and all steps reasonably necessary to preserve such Proprietary Information.

B.) Nothing in this Agreement shall prohibit or limit the receiving Party’s use of information that can be demonstrated as: (a) previously known to the receiving Party, (b) independently developed by the receiving Party, (c) acquired from a third party not under similar non disclosure obligations to the disclosing Party, or (d) acquired through the public domain through no breach by the receiving Party of this Agreement.

C.) License. Client grants The Company a limited, non-transferable, non-exclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials therein and solely in connection with creation of the Campaign and direct response marketing in accordance with this Agreement. Other than as specifically provided herein, the Parties, their employees, subsidiaries, affiliates, agents and assigns, shall make no disclosure of any Proprietary Information without the express written consent of the other Party. In addition, neither Party shall use the Proprietary Information for any purpose other than purposes related to their business relationship as laid out in this Agreement. In the event that the receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Proprietary Information, the receiving Party understands that the disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the receiving Party agrees that it will provide the disclosing Party with prompt notice of such request(s).

D.) Portfolio Release. Client agrees that The Company has the right to use materials created pursuant to this Agreement for The Company’s portfolio, samples, self-promotion including advertising for The Company’s business including without limitation Facebook or Instagram, or any other social media platform available now or at any time in the future. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, The Company and Client may agree in writing to such limitation.

E.) Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an immediate injunction enjoining any such breach or threatened breach of the Agreement.

10. Additional Services

All services outside the scope of this Agreement that are requested by the Client and which The Company agrees to perform will be billed at a rate of $300 USD per hour. Client will be notified and must approve in writing (email is sufficient) additional services before they will be performed, although The Company may not necessarily be able to inform Client in advance of the total cost of such additional services. Client will also be given opportunity to purchase additional services at package rates, when deemed appropriate by The Company.

11. Limitation of Liability

The Company shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event The Company is determined to be liable for any such loss, Client's sole remedy against The Company is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. The Company is not responsible for errors which result from faulty or incomplete information supplied to The Company by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. The Company shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics; changes in policies, changes in terms of services.

12. Handling of Disputes

The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to The Company, shall be handled in accordance with applicable Provincial or State and Federal laws. Specifically, if Client cancels credit card payments after the three day cancellation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and The Company reserves the right to dispute such cancellation and pursue Client for monies owed to The Company for services already performed but unpaid by Client due to such credit card cancellation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancellation dispute, it is liable to pay The Company for the work already performed as of the time of the cancellation request, at an hourly rate of $300 USD per hour for all hours spent on Client’s project. The Company will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be expected in full within 30 days from the date such itemization is provided. If Client does not pay for such hourly work upon The Company’s demand and within 30 days, The Company reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancellation dispute. Additionally, if The Company is successful in any credit card cancellation dispute, The Company reserves the right to pursue Client for the costs The Company had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the form of time The Company and its representatives spent handling such dispute, at The Company’s hourly rate of $300 USD.

13. No Guarantee

The Company does not warrant or guarantee any specific level of performance or results. Example of results obtained for other clients of The Company may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.

14. Communications

Client agrees the communication is to be via email only, the email address(es) to use are admin@buildingblockdigital.com or support@buildingblockdigital.com or another email address at a later date that will be readily made available to the Client at such time.  If the Client wishes to speak on the phone or video call, the Client will send an email to the Company stating the desire to schedule a phone or video call and the Company will work with the Client to arrange a time.  The Company’s office hours are 9am - 5pm EST, Monday - Friday.  The Company typically responds to email within 24-48 hours excluding weekends and standard public holidays. 

15. Third-Party Fees

Client understands and agrees that in the execution of some digital marketing services, Third-Party fees may apply. At all times, all Third Party Fees will be the sole responsibility of the Client, irrespective of cancellation. Such “Third Party Fees” include but are not limited to Advertising Spend (referred to as “Ad Spend”), on digital platforms such as Google, Facebook/Instagram, Tik Tok, etc or other fees associated with subscription platforms.

16. Nature of Relationship

It is here understood that the nature of the relationship of the Company to the Client is that of an independent contractor, and nothing in this agreement is to be construed as employment, partnership, joint venture, or any other such engagement of the kind.

17. Force Majeure

The Company shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.

18. Entire Agreement

This Agreement is the final, complete and exclusive Agreement of the Parties. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the Parties.

19. Severability

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.

20. Headings

The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of this Agreement.

21. Interpretation and Enforcement

The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the Province of Ontario, Canada. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the Province of Ontario, Canada.

By payment of Client invoice and/or payment link by Client, the parties hereby understand and agree to all terms and conditions of this Agreement.