Terms & Conditions

1. Introduction & Acceptance of Terms

These Terms and Conditions (the “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Client”), and JumpWave Media Group Inc., a corporation duly incorporated under the laws of the Province of Ontario, Canada, having its registered office in Ontario (“JumpWave”, “we”, “us”, or “our”), concerning your access to and use of the jumpwavegroup.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”) and any services rendered by JumpWave (the “Services”).

By accessing the Site or engaging the Services, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using the Site and the Services and you must discontinue use immediately.

2. Services

JumpWave provides website design, development, hosting, search engine optimization, branding, automation, AI-assisted workflows, and related digital services to local service businesses. The specific scope of each engagement, along with deliverables, milestones, and fees, shall be set forth in a separate written statement of work, proposal, invoice, subscription agreement, or order form executed or accepted by both parties.

In the event of any conflict between these Terms and a fully executed written agreement between the parties relating to a specific engagement, the terms of that written agreement shall prevail solely with respect to that engagement.

3. Fees, Billing & Payment Obligations

Client agrees to pay all fees specified in any invoice, proposal, subscription, order form, or written agreement provided by JumpWave. Unless expressly stated otherwise, all fees are quoted in Canadian Dollars (CAD), are exclusive of applicable taxes (including HST/GST), and are non-refundable.

Invoices are due upon receipt unless otherwise agreed in writing. JumpWave reserves the right to suspend Services, withhold deliverables, revoke access, or pause work in respect of overdue accounts and to charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month (19.56% per annum), or such lower maximum rate as permitted by applicable law.

Client shall remain fully responsible for all collection costs, legal fees, chargeback fees, dispute fees, and recovery expenses incurred by JumpWave in enforcing payment obligations.

4. No Refunds & Revision Policy

All payments made to JumpWave are final and non-refundable. Due to the custom nature of website development, hosting, branding, SEO, automation, consulting, and digital services, Client acknowledges and agrees that no refunds, reversals, chargebacks, or credits shall be issued once work has commenced or Services have been purchased.

In the event Client is dissatisfied with any aspect of the Services or deliverables, JumpWave agrees to use commercially reasonable efforts to revise, modify, and improve the deliverables in order to address Client concerns and work toward a satisfactory outcome within the scope of the applicable engagement.

Client acknowledges and agrees that dissatisfaction alone shall not constitute grounds for any refund, cancellation, or reimbursement obligation.

5. Failed Payments, Suspension & Service Interruption Rights

Client authorizes JumpWave to suspend, disconnect, disable, remove, or restrict access to any website, hosting environment, connected services, domains, email services, automations, or digital assets hosted, maintained, or operated by JumpWave in the event of any failed payment, overdue invoice, chargeback, payment dispute, reversal, or breach of payment obligations.

JumpWave reserves the right to immediately suspend hosting, website functionality, email systems, integrations, maintenance services, automations, and any related systems until all outstanding balances are paid in full.

JumpWave shall not be liable for any losses, downtime, damages, interruptions, lost revenue, lost leads, lost rankings, or business disruption resulting from such suspension, disconnection, or removal.

6. Intellectual Property Rights

Subject to full payment of all fees due to JumpWave, JumpWave hereby assigns to Client all right, title, and interest in and to the final deliverables specifically created for Client, excluding any pre-existing materials, third-party components, open-source software, frameworks, libraries, templates, systems, processes, methodologies, automations, AI systems, infrastructure, and know-how owned or licensed by JumpWave (collectively, “Background IP”).

With respect to the Background IP incorporated into the deliverables, JumpWave grants Client a perpetual, worldwide, non-exclusive, royalty-free licence to use such Background IP solely as embedded within the final deliverables.

JumpWave retains all right, title, and interest in and to the Background IP and reserves the unrestricted right to use, improve, modify, licence, commercialize, or otherwise utilize any processes, methodologies, systems, workflows, operational structures, automations, or general knowledge acquired during the course of providing the Services.

7. Portfolio, Marketing & Brand Usage Rights

Client hereby grants JumpWave Media Group Inc. a perpetual, worldwide, royalty-free, irrevocable, transferable, non-exclusive licence to use Client’s business name, trade name, logo, trademarks, service marks, branding materials, website screenshots, project deliverables, and publicly accessible business information for JumpWave’s legitimate business purposes.

Such purposes include, without limitation:

• Portfolio displays
• Case studies
• Advertising campaigns
• Social media marketing
• Promotional materials
• Paid advertisements
• Sales presentations
• Website project showcases
• Marketing demonstrations
• Business development materials

Client represents and warrants that it possesses all necessary rights and authority to grant the foregoing licence.

This authorization shall survive termination of the engagement unless otherwise expressly agreed in writing by JumpWave.

8. Client Responsibilities & Warranties

Client shall provide JumpWave with timely access to all information, content, materials, accounts, approvals, credentials, and communications reasonably required to perform the Services.

Client represents and warrants that all content supplied by Client:

• Is accurate and not misleading;
• Does not infringe any intellectual property, privacy, publicity, or other rights of any third party;
• Complies with all applicable laws and regulations; and
• Does not contain unlawful, defamatory, fraudulent, harmful, or deceptive material.

Client shall indemnify, defend, and hold harmless JumpWave from and against any breach of the foregoing warranties.

9. Artificial Intelligence & Automated Systems

Client acknowledges and agrees that JumpWave may utilize artificial intelligence (“AI”), machine learning systems, automation tools, large language models, and other advanced technologies within its operational workflows in connection with the design, development, optimization, support, management, maintenance, hosting, and delivery of the Services.

Such technologies may be used to improve efficiency, scalability, coding assistance, content generation, optimization, analytics, automation, customer support workflows, operational management, and overall service quality.

Client acknowledges that all deliverables may involve AI-assisted systems, tools, workflows, or processes and agrees to such use as part of the Services provided by JumpWave.

10. Confidentiality

Each party agrees to hold in strict confidence and not disclose to any third party any non-public information disclosed by the other party in connection with the Services, except as required to perform its obligations or as required by law.

The obligations in this Section shall survive termination of the engagement for a period of three (3) years.

11. Performance Disclaimer & No Guarantee of Results

Except as expressly set forth in these Terms, the Site and the Services are provided on an “as is” and “as available” basis.

JumpWave expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Client acknowledges and agrees that JumpWave does not and cannot guarantee any specific business, marketing, search engine, or financial results, including but not limited to:

• Search engine rankings
• Website traffic
• Lead generation
• Phone calls
• Bookings
• Conversions
• Revenue increases
• Return on investment
• Customer growth
• Sales performance

While JumpWave may implement SEO strategies, indexing requests, optimization practices, conversion improvements, and related services, all such Services are performed on a commercially reasonable best-efforts basis only.

Actual results may vary significantly due to numerous factors outside JumpWave’s control, including market conditions, competition, advertising budgets, industry trends, search engine algorithm changes, customer behavior, and third-party platform policies.

No statement, estimate, projection, prior result, or representation communicated by JumpWave shall be construed as a guarantee of future performance or results.

12. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall JumpWave, its directors, officers, employees, contractors, agents, suppliers, affiliates, or licensors be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, reputational harm, or loss of opportunity arising out of or in connection with these Terms or the Services, regardless of the cause of action and even if JumpWave has been advised of the possibility of such damages.

The aggregate liability of JumpWave to Client for any and all claims arising out of or relating to the Services shall not exceed the total fees actually paid by Client to JumpWave during the three (3) months immediately preceding the event giving rise to the claim.

13. Indemnification

Client shall indemnify, defend, and hold harmless JumpWave and its directors, officers, employees, contractors, agents, affiliates, and licensors from and against any and all claims, damages, losses, liabilities, penalties, fines, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• Any content provided by Client;
• Client’s use of the deliverables;
• Client’s breach of these Terms;
• Client’s violation of any law or regulation; or
• Client’s infringement of any third-party rights.

14. Hosting, Maintenance & Cancellation Policy

Hosting and maintenance subscriptions may be cancelled by Client upon providing no less than thirty (30) days’ prior written notice to JumpWave.

Upon completion of the cancellation period and payment of all outstanding balances, JumpWave will provide Client with a reasonable transfer of the website project files and, where applicable, transfer control of the associated domain name to Client.

Client acknowledges and agrees that certain proprietary systems, custom-coded functions, automations, integrations, email systems, licensed software, databases, premium plugins, AI systems, hosting configurations, and infrastructure developed, configured, or maintained within JumpWave’s infrastructure may not be transferable.

Accordingly, certain features, systems, integrations, automations, or functionality may cease operating following transfer from JumpWave’s infrastructure or hosting environment.

JumpWave shall have no obligation to recreate, rebuild, redevelop, support, or maintain non-transferable systems following cancellation.

15. Termination

Either party may terminate an engagement upon material breach by the other party that remains uncured fifteen (15) days after written notice.

Upon termination, Client shall immediately pay JumpWave all fees earned, expenses incurred, subscriptions due, and outstanding balances owing up to and including the effective date of termination.

Sections relating to intellectual property, confidentiality, disclaimers, payment obligations, indemnification, limitation of liability, governing law, and all provisions which by their nature should survive termination shall survive termination indefinitely.

16. Governing Law & Dispute Resolution

These Terms and any dispute arising out of or relating hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict-of-laws principles.

The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, in respect of any legal action or proceeding arising in connection with these Terms.

17. Modifications to These Terms

JumpWave reserves the right, in its sole discretion, to modify, amend, replace, or update these Terms at any time without prior notice.

Material changes may be communicated via the Site or through other reasonable means. Continued use of the Site or Services following the posting of revised Terms constitutes acceptance of those revised Terms.

18. Contact Information

Questions regarding these Terms should be directed to:

JumpWave Media Group Inc.
Ontario, Canada
Email: legal@jumpwavegroup.com