Terms of Service for NorthStar Influence Group

Effective Date: [Insert Effective Date]

1. Introduction and Acceptance of Terms

These Terms of Service (the “Terms”) govern your access to and use of the services provided by NorthStar Influence Group, located at 150 King Street West, Suite 2800, Toronto, ON M5H 1J9, Canada (“NorthStar Influence Group,” “we,” “us,” or “our”). By engaging our services, signing a proposal or statement of work, accessing our materials, or otherwise using our services, you (“Client,” “you,” or “your”) agree to be bound by these Terms.

If you do not agree to these Terms, you must not use our services. If you are entering into these Terms on behalf of a business or other legal entity, you represent and warrant that you have authority to bind that entity.

2. Scope of Services

NorthStar Influence Group provides influencer-marketing services, which may include, without limitation:

• Influencer strategy development
• Creator discovery and vetting
• Campaign management and coordination
• Sponsored content planning and briefing
• Performance tracking and reporting
• Micro-influencer and niche audience campaigns

The specific services, deliverables, timelines, fees, and campaign requirements will be set out in a proposal, statement of work, insertion order, or other written agreement between the parties (collectively, the “Service Order”). In the event of a conflict between these Terms and a Service Order, the Service Order will prevail only to the extent of the conflict.

We do not guarantee any specific commercial outcome, including but not limited to sales, reach, impressions, engagement, conversions, follower growth, media coverage, or return on investment.

3. User Obligations and Responsibilities

You agree to:

• Provide accurate, complete, and timely information necessary for us to perform the services;
• Ensure that all materials, claims, product information, brand guidelines, and instructions you provide are lawful, accurate, and not misleading;
• Obtain and maintain all rights, licenses, approvals, and consents required for any content, trademarks, images, music, testimonials, or other materials you supply;
• Comply with all applicable laws, regulations, and industry guidelines, including advertising, consumer protection, privacy, anti-spam, and disclosure requirements applicable in Canada;
• Review and approve campaign materials and creator content promptly when your approval is required;
• Not request or direct any influencer or creator to make false, deceptive, unsubstantiated, or non-compliant claims;
• Not use our services for unlawful, defamatory, discriminatory, harassing, or infringing purposes.

You are solely responsible for the legality, accuracy, and substantiation of any product or service claims, disclosures, promotions, contests, or representations made in connection with your campaign.

4. Payment Terms and Conditions

Fees for services will be specified in the applicable Service Order. Unless otherwise agreed in writing:

• Invoices are payable in Canadian dollars (CAD) within the period stated on the invoice or Service Order;
• All fees are exclusive of applicable taxes, including GST/HST and any other applicable sales taxes, which will be added where required by law;
• Late payments may result in suspension of services, delayed deliverables, or termination of the applicable Service Order;
• Overdue amounts may accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by law;
• You are responsible for all reasonable costs of collection, including legal fees and disbursements, to the extent permitted by law.

If a campaign requires third-party costs, including creator fees, media spend, production costs, software subscriptions, or travel, such costs must be pre-approved by you in writing unless otherwise stated in the Service Order. We may require a deposit or retainer before commencing work.

5. Cancellation and Refund Policy

Either party may cancel a Service Order in accordance with its terms or, if no cancellation terms are stated, by providing written notice to the other party.

• Any non-refundable retainer, deposit, or setup fee will remain payable unless otherwise agreed in writing;
• Fees for work performed, commitments made, and third-party costs incurred up to the effective cancellation date are non-refundable;
• If you cancel a campaign after we have begun work, you remain responsible for all completed services and committed expenses;
• Refunds, if any, are issued only where expressly required by the applicable Service Order or by law.

Because influencer-marketing services often involve planning, coordination, and third-party commitments, partial work completed before cancellation may be billed on a pro rata or time-and-materials basis, as applicable.

6. Liability Limitations

To the maximum extent permitted by applicable law, NorthStar Influence Group shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, data, business opportunity, or anticipated savings, arising out of or related to these Terms or the services, whether in contract, tort, negligence, strict liability, or otherwise, even if advised of the possibility of such damages.

To the maximum extent permitted by law, our total aggregate liability arising out of or related to the services or these Terms shall not exceed the total fees paid by you to NorthStar Influence Group for the specific Service Order giving rise to the claim during the three (3) months immediately preceding the event giving rise to the claim, or CAD $1,000, whichever is greater, unless a different limitation is required by law.

Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, wilful misconduct, or gross negligence where such limitation is not permitted.

7. Intellectual Property Rights

As between the parties, each party retains all right, title, and interest in and to its pre-existing intellectual property, trademarks, trade names, logos, methodologies, templates, software, and proprietary materials.

Unless otherwise stated in a Service Order:

• NorthStar Influence Group retains ownership of its tools, frameworks, processes, and know-how used to provide the services;
• Upon full payment of all undisputed fees, you receive a non-exclusive, non-transferable licence to use final deliverables created specifically for you for your internal business and campaign purposes, subject to any third-party rights and creator usage restrictions;
• You are responsible for obtaining any additional usage rights, whitelisting permissions, paid usage rights, or content licensing from creators or third parties unless expressly included in the Service Order;
• You may not reproduce, modify, distribute, or create derivative works from our proprietary materials except as expressly permitted in writing.

Any content created by influencers, creators, or third parties remains subject to the rights and permissions agreed with those parties and applicable platform terms. You are responsible for ensuring that all required disclosures and approvals are obtained for sponsored content.

8. Data Protection and Privacy

NorthStar Influence Group will collect, use, disclose, and retain personal information in accordance with applicable Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy laws.

We may process personal information for purposes including:

• Providing and managing our services;
• Communicating with you and your representatives;
• Identifying, evaluating, and coordinating creators and campaign participants;
• Preparing reports and analytics;
• Meeting legal, regulatory, tax, and record-keeping obligations;
• Protecting against fraud, misuse, and security incidents.

Where we act as a service provider or processor for your campaign data, you represent that you have all necessary notices, consents, and lawful bases required to share personal information with us and to permit us to process it for the purposes of delivering the services.

We will take reasonable administrative, technical, and physical safeguards designed to protect personal information. However, no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

9. Force Majeure

NorthStar Influence Group shall not be liable for any delay or failure to perform its obligations to the extent caused by events beyond its reasonable control, including but not limited to acts of God, fire, flood, severe weather, epidemic or pandemic, labour disputes, power failures, telecommunications interruptions, cyber incidents, platform outages, governmental actions, war, terrorism, civil unrest, or failures of third-party vendors or creators.

If a force majeure event occurs, the affected party will use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable.

10. Changes to Terms

We may update or modify these Terms from time to time to reflect changes in our services, business practices, or applicable law. The revised Terms will be effective upon posting or on the date stated in the updated version, whichever is later, unless otherwise required by law or a Service Order.

Your continued use of our services after the effective date of any revised Terms constitutes acceptance of the updated Terms. If you do not agree to the changes, you must discontinue use of the services and, where applicable, notify us in writing.

11. Applicable Law and Jurisdiction

These Terms and any dispute arising out of or relating to them, the services, or any Service Order 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 conflict of laws principles.

The parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada, for the resolution of any dispute arising out of or relating to these Terms, subject to any mandatory rights to seek relief in another forum under applicable law.

12. Contact Information

If you have any questions about these Terms or our services, please contact us at:

• NorthStar Influence Group
• 150 King Street West, Suite 2800, Toronto, ON M5H 1J9, Canada
• Email: [email protected]
• Phone: +1 (416) 782-5943

13. Severability Clause

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. If necessary, the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the original intent of the parties and the commercial purpose of these Terms.

By engaging the services of NorthStar Influence Group, you acknowledge that you have read, understood, and agree to be bound by these Terms.