These Terms of Service (“Terms”) govern services and software provided by Ardor Digital, a sole proprietorship registered in Nova Scotia, Canada (“Ardor,” “we,” “us,” or “our”), to a business customer (“Client” or “you”).
Our offerings include marketing and consulting services, reporting tools, creative review tools, and Ardor Creative Operations, together referred to as the “Services.” The provisions relevant to an offering apply when you engage or use it.
You accept these Terms when you sign an agreement incorporating them or expressly accept them when obtaining software access. If you accept on behalf of a business, you represent that you are authorized to bind it. Authorized users must comply with the provisions applicable to their use.
A Statement of Work or order form governs the specific scope, fees, and term of the offering it covers. It overrides these Terms only to the extent it expressly addresses the conflicting provision. A signed data processing agreement governs any conflict concerning the processing of personal data.
Ardor provides marketing strategy, email and SMS marketing, paid advertising support, ecommerce and conversion consulting, creative production, reporting, and related software. The applicable agreement or software plan defines what is included.
Software features may include connecting authorized platform accounts, importing advertising information, reporting and creative analysis, creative review and approval, and deployment to selected advertising destinations. Availability depends on the product version, permissions, and connected platform.
Roadmaps and descriptions of planned features are not commitments to deliver them by a particular date. Campaign creation, audience creation, or automated optimization is included only when expressly made available and enabled for your account.
We do not guarantee particular revenue, conversion, acquisition-cost, or return-on-ad-spend results.
To enable us to deliver the Services effectively, you agree to:
Delays caused by your failure to meet these responsibilities may affect our ability to deliver within agreed timelines. We will not be liable for such delays.
For connected platforms and software, you agree to:
Access to a client workspace does not itself establish authority to commit that client to advertising spend.
Fees for the Services will be set out in the applicable Statement of Work or proposal. Unless otherwise agreed, fees are quoted in Canadian dollars. We reserve the right to update our standard rates with reasonable notice, though any agreed fees in an active Statement of Work will not change during that term.
Invoices are due within 14 days of the invoice date unless otherwise agreed in writing. Where a retainer or recurring engagement is in place, fees are payable in advance at the start of each billing period.
If payment is not received by the due date, we reserve the right to pause or suspend delivery of the Services until payment is made. We may also charge interest on overdue amounts at a rate of 1.5% per month (or the maximum permitted by applicable law, whichever is lower).
All fees are exclusive of applicable taxes (including GST/HST, VAT, or equivalent). You are responsible for any taxes applicable to your jurisdiction. Where required by law, we will add applicable taxes to invoices.
Software fees, if any, are stated in the applicable order form or plan accepted by you. We will disclose any recurring charge, billing interval, renewal terms, and cancellation procedure before you agree to a paid subscription.
Advertising spend and charges imposed by connected platforms are separate from Ardor’s fees unless expressly stated otherwise. You are responsible for platform charges arising from actions you authorize. Any allocation of responsibility for unauthorized or erroneous actions remains subject to the applicable agreement and law.
All content, brand assets, data, and other materials you provide to us (“Client Materials”) remain your property. You grant us a limited licence to use Client Materials solely for the purpose of delivering the Services during the term of our engagement.
Upon receipt of full payment, ownership of campaign-specific deliverables produced for you (such as email templates, copy, and creative assets) transfers to you. You may use these materials freely following the conclusion of our engagement.
Our proprietary methodologies, frameworks, processes, templates, and know-how remain the intellectual property of Ardor Digital. Nothing in these Terms transfers ownership of Ardor Digital IP to you. You may not reproduce, reverse-engineer, or share our proprietary processes or methodologies without our prior written consent.
Ardor retains ownership of its software, source code, interfaces, workflows, and underlying technology. Subject to these Terms and the applicable agreement, we grant you a limited, non-exclusive, non-transferable right to access the software for your authorized business purposes during the agreed term.
This software licence does not transfer ownership of the platform. You retain your rights in client data and uploaded creative. The licence you grant us over those materials is limited to operating and supporting the authorized Services, subject to the Privacy Policy and any applicable data processing agreement.
We may reference your business name and describe the nature of our engagement in our portfolio or marketing materials. We will not disclose confidential performance data or campaign-specific details without your prior written consent. If you would prefer not to be referenced, please let us know.
“Confidential Information” means any non-public information disclosed by either party to the other in connection with the Services, including business plans, subscriber data, campaign performance, pricing, and technical processes. Each party agrees to:
Confidentiality obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was independently developed, or is required to be disclosed by law or court order (in which case, we will notify you to the extent permitted by law).
Confidentiality obligations survive termination of these Terms for a period of three years.
Our processing of personal information in connection with our website, services, and software is described in our Privacy Policy at https://www.ardordigital.com/privacy-policy. Product-specific disclosures describe connected platform information and its use. Our Data Deletion Instructions explain how to request deletion.
When we process client-controlled personal data to provide the Services, we act on documented instructions under the applicable agreement. You are responsible for establishing the authority and lawful basis needed to share or connect that data.
Where you act for an end client, you must have authority to appoint Ardor and any approved subprocessors as necessary. These Terms do not permit use of platform data contrary to the applicable platform terms or law.
Where a data processing agreement is required for the Services, the parties will put an appropriate agreement in place before the relevant processing begins. If the parties have already executed a data processing agreement, that agreement continues to govern the processing within its scope. Contact hello@ardordigital.com to request the applicable agreement.
You are solely responsible for ensuring that all email and SMS marketing conducted using your subscriber lists complies with CASL, CAN-SPAM, GDPR, UK GDPR, and any other applicable anti-spam or electronic communications law. This includes obtaining and maintaining valid consent from your subscribers. We will flag compliance concerns where we identify them, but ultimate responsibility rests with you as the sender of record.
You may not use the Services in connection with any content, campaign, or activity that:
We reserve the right to decline or discontinue any work that, in our reasonable judgment, violates these standards or could expose either party to legal or reputational risk.
These Terms remain in effect for the duration of any active Statement of Work and continue until all obligations have been fulfilled or the engagement is otherwise terminated.
Either party may terminate an ongoing engagement by providing 30 days written notice, unless a different notice period is specified in the Statement of Work. You will be invoiced for all work completed and expenses incurred up to the termination date.
Either party may terminate these Terms immediately if the other party materially breaches these Terms and fails to remedy that breach within 14 days of written notice. We may also suspend or terminate immediately if you fail to make payment when due, violate the acceptable use terms, or engage in conduct we reasonably consider harmful to our business or reputation.
Upon termination, you will promptly pay all outstanding fees. We will return or delete your Confidential Information and Client Materials upon request. Clauses relating to payment, intellectual property, confidentiality, limitation of liability, and governing law survive termination.
Software access ends when the applicable subscription, licence, or service agreement ends, subject to any agreed export period. We may restrict affected integrations when authorization is revoked, an account becomes compromised, or access would violate law or platform requirements.
Ending access to Ardor software does not automatically pause or delete campaigns already held by a connected advertising platform. You should review their status directly in that platform. Data retention, return, and deletion are governed by the applicable data processing agreement, Privacy Policy, and Data Deletion Instructions.
Each party warrants that it has the authority to enter into these Terms and that doing so does not violate any other agreement.
You warrant that all Client Materials and subscriber lists provided to us are owned by you or that you have the necessary rights to use them, and that their use by us in delivering the Services will not infringe any third-party rights.
The Services are provided with reasonable care and skill. However, we do not guarantee any specific results, revenue outcomes, open rates, or return on investment. Marketing and advertising performance depends on variables outside our control, including market conditions, offers, creative, audience delivery, platform availability, and measurement.
We do not warrant that the Services will be uninterrupted or error-free, or that third-party platforms (such as Klaviyo) will perform without issue. We are not liable for failures or disruptions caused by third-party platforms.
To the extent permitted by applicable law, all other warranties, express or implied, are disclaimed.
Nothing in these Terms limits or excludes either party's liability for fraud, death or personal injury caused by negligence, or any other liability that cannot be excluded by law.
Subject to the above, our total aggregate liability to you for any claim arising out of or in connection with these Terms or the Services will not exceed the total fees paid by you to us in the three months immediately preceding the event giving rise to the claim.
Neither party will be liable to the other for any indirect, incidental, consequential, or punitive damages, including loss of profits, loss of data, or loss of goodwill, even if advised of the possibility of such damages.
Note for UK and EU clients: Nothing in these Terms is intended to limit rights that cannot be excluded under UK or EU consumer or business protection law. Where applicable law requires a higher standard of liability than set out here, that standard will apply.
You agree to indemnify and hold harmless Ardor Digital, its proprietor, employees, and contractors from any claims, losses, damages, or costs (including reasonable legal fees) arising from:
We may provide Services to you for the benefit of your end clients under your own brand (“White Label Services”). Where White Label Services are provided, you remain responsible for your end clients' compliance with applicable law and with these Terms. You agree to indemnify Ardor Digital from any claims arising from your end clients' use of the White Label Services.
These Terms are governed by and construed in accordance with the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein. Any disputes arising out of or in connection with these Terms will be subject to the exclusive jurisdiction of the courts of Halifax, Nova Scotia.
For clients based in the UK or EEA, nothing in this clause limits your right to bring proceedings in your local courts in respect of matters governed by mandatory local consumer or business protection law.
We may update these Terms from time to time by posting a revised version on our website. Material changes will be communicated to active clients with reasonable notice. Continued use of the Services after the effective date of any update constitutes acceptance of the revised Terms.
These Terms, together with any applicable Statement of Work and our Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior understandings or representations.
If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.
Failure by either party to enforce any provision of these Terms will not constitute a waiver of that right.
Neither party will be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, government actions, infrastructure failures, or cyberattacks. The affected party will notify the other promptly and use reasonable efforts to resume performance.
Questions about these Terms should be directed to:
Ardor Digital
99 Wyse Road, Suite 1100
Dartmouth, Nova Scotia,
B3A 4S5, Canada
Email: hello@ardordigital.com
Website: www.ardordigital.com
Approval of creative confirms the version submitted for review. It does not by itself authorize spending, activation, destination changes, or deployment to every connected advertising account.
Deployment requires the authorization presented in the relevant workflow or otherwise expressly agreed. For the initial Ardor Creative Operations deployment workflow, newly created ads are submitted in a paused state; activation is a separate action. You must check the resulting status in Meta before relying on it.
Reports depend on information provided by connected platforms and may be delayed, incomplete, estimated, or restated. Differences in attribution settings, reporting periods, audience delivery, and conversion measurement can affect comparisons.
Creative scores and recommendations support business decisions; they are not guarantees or proof of causation. You remain responsible for decisions you authorize based on them.
Automated budget or campaign changes are not authorized merely by accepting these Terms. If made available, automation requires a separate opt-in by an authorized user specifying the accounts, permitted actions, limits, and stopping conditions.
You may disable future automated actions through the controls provided. Disabling automation does not reverse completed changes or cancel charges already incurred. The service will explain any limits affecting cancellation of an action already in progress before automation is enabled.
Meta and other providers control their own access permissions, review processes, APIs, delivery systems, and policies. A successful submission by our software does not guarantee platform approval, delivery, or results.
You must comply with the relevant platform’s terms. We may change or suspend affected features when platform changes or restrictions prevent their continued operation. Ardor Creative Operations is operated by Ardor Digital and is not a Meta product.
Use individual authorized access where provided, protect credentials, and promptly report suspected unauthorized activity. You must not attempt to access another client’s information, bypass approval or access controls, introduce malicious code, or use the service to conduct unauthorized advertising.
We may improve or modify software over time. Material changes affecting paid functionality will be handled under the applicable agreement and required notices. Features identified as beta or pilot may have additional limitations disclosed before use.