Terms of Use

Last Updated: July 28, 2025

1. Services.

Above Ordinary agrees to provide the Client (the “Client” or “you”) with the services selected by the Client as outlined in the executed Above Ordinary Services Agreement (the “Services Agreement”), which is incorporated herein by reference. The Services may include, but are not limited to: traditional and digital marketing services, advertising, SEO, branding, social media management, automation, and AI-driven marketing solutions (collectively, the “Services”).

Above Ordinary may update, modify, expand, or discontinue the Services offered at any time upon providing the Client with an amended Services Agreement. The Client may, but is not obligated to, accept or add any additional Services during the term of the Services Agreement.

2. Term and Termination.

The term of the Services Agreement (the “Term”) begins on the date it is executed by the Client and continues as a month-to-month, quarterly, or annual term, based on the Client’s selection in the Services Agreement. The Client agrees to provide all necessary documentation, access, content, and information required by Above Ordinary to perform the Services. Services will begin within one (1) to two (2) business days following receipt of all required information.

Unless otherwise terminated as outlined herein or in the Services Agreement, month-to-month contracts will automatically renew on a monthly basis, quarterly contracts on a quarterly basis, and annual contracts on an annual basis. Either party may terminate the Services Agreement at any time for any reason with thirty (30) days’ prior written notice.

Above Ordinary reserves the right to terminate the Services Agreement immediately and cease providing Services if the Client fails to pay any amount due under the Services Agreement within ten (10) days of the due date.

3. Fees and Payment.

In consideration for the Services provided, the Client agrees to pay Above Ordinary the fees outlined in the Services Agreement. All payments are to be made through a third-party payment processor designated by Above Ordinary (the “Payment Processor”). By using our Services, you agree to be bound by the Payment Processor’s terms and conditions, which may be updated from time to time.

Above Ordinary shall not be responsible for any fees, penalties, or additional charges imposed by the Payment Processor or the Client’s financial institution. Late payments may result in suspension or termination of Services.

4. Third-Party Vendor Agreements.

From time to time, the Client may be required or may choose to enter into separate agreements with third-party vendors or platforms recommended by Above Ordinary. These may include CRM systems, booking tools, analytics platforms, AI tools, or advertising partners.

Such third-party agreements are separate and independent from this Terms of Use and the Services Agreement. Above Ordinary is not responsible for the performance or terms of service of any third-party vendor unless otherwise specified in writing. The Client shall not be obligated to pay any third-party vendor unless such payment terms are agreed to by both parties in writing.

5. Independent Contractor Status.

Above Ordinary and the Client agree that they are operating as independent contractors. Nothing in this agreement shall create any employment, partnership, joint venture, fiduciary, or agency relationship between the parties.

Neither party shall represent to any third party that it has authority to bind the other party in any manner, nor shall it attempt to do so.

6. Indemnity and Limitation of Liability.

The Client agrees to indemnify, defend, and hold harmless Above Ordinary, its officers, directors, shareholders, employees, agents, and affiliates from any and all claims, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from:

• The Client’s use of the Services;

• The Client’s breach of the Services Agreement or these Terms of Use;

• Any third-party claims resulting from content, data, or materials provided by the Client.

Above Ordinary shall not be liable for any indirect, special, incidental, punitive, or consequential damages, including but not limited to lost profits, lost revenue, lost data, or business interruption, arising out of or in connection with the Services, even if advised of the possibility of such damages.

In no event shall Above Ordinary’s liability exceed the total fees paid by the Client in the three (3) months preceding the event giving rise to the claim.

7. Effect of Termination; Survival.

Termination or expiration of the Services Agreement shall not affect provisions intended to survive, including:

• Section 3 (Unpaid Fees)

• Section 6 (Indemnity and Limitation of Liability)

• Section 8 (Compliance with Law)

• Section 9 (Governing Law and Jurisdiction)

• Section 15 (Attorneys’ Fees)

• Section 17 (No Referral Arrangements)

• Section 18 (Waiver of Jury Trial)

• Section 20 (Payment Processing)

8. Conformance with Law

Each Party agrees to perform its obligations under the Services Agreement and these Terms of Use in accordance with all applicable federal, provincial, and local laws, rules, regulations, ordinances, and codes of Canada, including without limitation the Personal Information Protection and Electronic Documents Act (PIPEDA), the Competition Act, the Canadian Anti-Spam Legislation (CASL), and any regulations of the Province of Ontario. Above Ordinary shall not be responsible for any violations of applicable law arising from the Client’s failure to operate in compliance with such laws, including without limitation misrepresentation, patient privacy violations, or prohibited advertising practices.

9. Governing Law; Venue

The Services Agreement, these Terms of Use, and all matters arising out of or related to the relationship between the Client and Above Ordinary shall be governed by and construed in accordance with the domestic substantive laws of the Province of Ontario and the applicable federal laws of Canada, without regard to any principles of conflicts of law that would require the application of the law of another jurisdiction.

The Parties irrevocably submit to the exclusive jurisdiction of the provincial and federal courts located in Ontario, Canada, for any action, suit, or proceeding arising out of or relating to the Services Agreement, these Terms of Use, or the relationship between the Parties. The Parties waive any objection based on forum non conveniens and agree not to contest the venue or jurisdiction of such courts.

10. Entire Agreement; No Oral Modification

The Services Agreement and these Terms of Use, including all exhibits and referenced documents, constitute the entire understanding and agreement between the Parties with respect to the subject matter herein and supersede all prior and contemporaneous oral or written agreements, representations, and understandings.

Except as provided in Section 1 with respect to modifications to the Services, neither the Services Agreement nor these Terms of Use may be amended or modified except in a writing signed by both Parties. No oral representation or promise shall be valid or binding unless incorporated in a written amendment.

11. Assignment

Above Ordinary may assign its rights or obligations under the Services Agreement or these Terms of Use to any affiliate or successor entity without the prior written consent of the Client. The Client may not assign or otherwise transfer its rights or delegate its obligations under the Services Agreement or these Terms of Use without the prior written consent of Above Ordinary.

For purposes of this section, “assignment” shall include, without limitation:

• Any merger, consolidation, reorganization, or sale of all or substantially all of the assets of a Party;

• Any transfer of more than fifty percent (50%) of the voting equity of a Party;

• Any transaction or event which results in a change in control of the Client;

• Any attempt to delegate or subcontract Services or obligations to a third party.

Any purported assignment in violation of this Section shall be null and void.

12. Severability

If any provision of the Services Agreement or these Terms of Use is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be deemed modified to the minimum extent necessary to render it valid and enforceable and consistent with the original intent of the Parties.

If such modification is not possible, the provision shall be deemed severed from the Services Agreement or these Terms of Use, and the remaining provisions shall remain in full force and effect.

13. Waiver

The waiver by either Party of a breach of any provision of the Services Agreement or these Terms of Use shall not operate as or be construed as a waiver of any subsequent breach. Any such waiver must be in writing and signed by the Party granting the waiver.

No failure or delay by either Party in exercising any right, power, or remedy shall operate as a waiver thereof.

14. Further Action

Each Party agrees to execute and deliver all further documents, instruments, and assurances, and to take or refrain from such further action, as may be reasonably required to carry out the intent and purpose of the Services Agreement and these Terms of Use.

15. Attorneys’ Fees

If any dispute arises between the Parties relating to the interpretation, enforcement, breach, or performance of the Services Agreement or these Terms of Use, the prevailing Party in such dispute shall be entitled to recover from the other Party its reasonable attorneys’ fees and costs, including costs incurred before, during, and after any litigation, arbitration, or appeal.

In addition, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and costs incurred in enforcing any judgment or award. This provision shall survive termination of the Services Agreement and shall not merge into any judgment.

16. Interpretation

Headings and section titles are provided for reference only and shall not affect the interpretation of the provisions. The singular includes the plural and vice versa. Words of any gender shall be deemed to include the other gender(s) where appropriate. The term “including” means “including without limitation.”

17. No Referral Arrangements

The Parties expressly acknowledge and agree that:

• The Services provided under the Services Agreement and these Terms of Use are not contingent on the referral of patients, business, or other service opportunities;

• Above Ordinary shall have no influence, control, or authority over patient referrals made by the Client or its personnel;

• The Parties do not intend, and shall not construe, any provision herein as creating a financial arrangement or incentive prohibited by health care laws applicable in Canada.

Nothing in the Services Agreement or these Terms of Use shall be interpreted to require or encourage the Client to refer any patients, clients, or business to Above Ordinary, and vice versa. The Services are intended solely to support the marketing and operational efforts of the Client.

18. Waiver of Jury Trial

TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO OR ARISING UNDER THE SERVICES AGREEMENT, THESE TERMS OF USE, OR THE RELATIONSHIP BETWEEN THE PARTIES. THIS WAIVER EXTENDS TO CLAIMS BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY.

19. Individual Dispute Resolution

The Parties agree that the relationship established under the Services Agreement is highly customized and unique to the individual circumstances of the Client. As such, any legal proceeding, arbitration, or dispute resolution mechanism between the Parties shall be conducted on an individual basis and not on a collective, representative, class, or group basis. The Parties expressly waive any right to bring or participate in any class or group proceeding.

20. Payment Processing

To ensure secure and efficient payment handling, Above Ordinary uses a third-party payment processor (the “Payment Processor”). By entering into a Services Agreement or using Above Ordinary’s Services, the Client agrees to be bound by the applicable terms of the Payment Processor, including those of providers such as Stripe.

Clients must agree to the Payment Processor’s service agreement, which may be updated periodically. Above Ordinary is not responsible for any processing errors, data breaches, or liabilities caused by the Payment Processor.

21. SMS Messaging Terms

By providing your mobile number and opting in to receive SMS communications from Above Ordinary, you consent to receive recurring marketing and informational text messages (SMS/MMS) from us, including but not limited to updates, promotional offers, service notifications, and appointment reminders.

Opt-In: You may opt in by checking a box on our website, filling out a form, or otherwise expressly consenting to receive messages.

Message Frequency: Message frequency may vary depending on your interactions with us, but typically no more than 4 messages per month.

Message & Data Rates: Standard message and data rates may apply from your carrier.

Opt-Out Instructions: You may opt out of receiving SMS messages at any time by replying STOP to any message. You may also reply HELP for support.

Support Contact: For assistance, contact us at [email protected] or mail us at 503 Vellore Woods Blvd, Ontario, Canada.

Privacy: Your information is handled in accordance with our Privacy Policy.

By submitting your mobile number and checking the applicable opt-in box, you agree to these SMS Messaging Terms.

22. Changes to These Terms

Above Ordinary reserves the right to modify or update these Terms of Use at any time. Notice of changes will be provided by posting the updated Terms on our website. Clients are advised to review the Terms regularly. Continued use of the Services after any modification constitutes acceptance of the updated Terms.