War Room Inc
​Standard Contract Terms

These War Room Standard Contract Terms (“Standard Contract Terms”) are entered into between War Room Holdings Inc. a company incorporated under the laws of British Columbia (the “Company”) and the party set out in the project proposal to which these Terms are attached, the full legal name of which will be confirmed pursuant to our Legal Business Form (the “Client”). Collectively, the Terms, the Pricing Proposal and any Insertion Order, and the Legal Business Form are referenced herein as the “Agreement” or our “Terms of Service”.


  1. 1.SERVICES AND FEES

1.1. Services. The Company shall provide the Client with certain services (the “Services”) as set out in the “Pricing” section of the proposal as well as any insertion order that may be completed by Client after a Proposal is executed (the “Insertion Order”). The Client agrees and acknowledges that only the sections marked “Pricing and Services”, setting out the fees payable by the client and the corresponding Services to be delivered in exchange for the same and “Terms and Conditions” of the proposal (the “Pricing Proposal”), form part of the Agreement between the parties. The remaining portions of any proposal are provided for informational purposes only and shall not be deemed representations and warranties of the Company, and shall not otherwise form part of any binding legal agreement between the parties.

1.2. Fees. In consideration for the Services, Client shall pay to Company the fees set out in the applicable Pricing Proposal or Insertion Order, plus all applicable taxes including GST and PST, and any additional fees as may be agreed from time to time between the parties pursuant to a Change Order (collectively the “Fees”).

1.3. Expenses. In addition to the Fees, the Client shall re-imburse the Company for any out of pocket expenses incurred materially related to providing the Services (the “Expenses”).

1.4. Advertising Pre-Payments. Without limiting the generality of section 1.5 below, in respect to any paid advertising placements that Client has engaged the Company to provide as part of the Services, the Client agrees that it shall pay to the Company the full costs of purchasing such advertisements (the “Advertising Costs”) in advance on any date requested by the Company (including pursuant to a Pricing Proposal or Insertion Order), and in any event before the Company shall be required take any steps towards purchasing any advertising on the Client’s behalf. The Company shall have no obligation to take any steps towards purchasing advertising for the Client until the funds allocated to such Advertising Costs have been received by the Company.

1.5. Payment Dates. Unless otherwise agreed by the Company, as condition precedent to Company discharging its obligations under this Agreement, including taking any steps towards providing the Services, the Client shall provide the Company with any payments towards Fees, Expenses or Advertising Costs on the dates set out in a Pricing Proposal or Insertion Order as applicable. Without limiting Company’s other rights or remedies hereunder (a) any late payment beyond the due date for such payment set out in the applicable Pricing Proposal or Insertion Order or invoice shall be subject to interest at a rate of eighteen percent (18%) per annum, compounded monthly or the highest rate permitted by law if lower, with interest commencing on the date that is forty-five (45) calendar days after such payment was due, and (b) on the failure to make any payment by the date requested by the Company the Company shall be entitled to suspend performance of the Services under this Agreement immediately until such payment is paid in full. Please be aware that we may, from time to time, in our discretion, extend payment dates or otherwise waive the application of this section, as further summarized in our Payment Guide, available at this link (the "Payment Guide"). For greater certainty, without limiting the generality of section 10.3 any such extension or other waiver will be granted on a case-by-case basis, we have no obligation to grant any such extension of waiver, and in the event of a conflict between the Terms of Service and the Payment Guide the Terms of Service shall govern.

1.6. Method of Payment. Any payments due hereunder shall be paid by credit card, certified cheque, bank draft, wire transfer, or such other reasonable means as may be determined by the Company. Any wire transfer fees shall be the responsibility of the Client. In respect to any credit card payment, a processing fee equal to three percent (3%) of the total amount payable shall apply.

  1. 2.SERVICE TERMS

2.1. Client Obligations. The Client agrees that it shall make best efforts provide the Company with cooperation and assistance in providing the Services, including:

  • a) providing all content and materials necessary for performance of the Services, including advertising copy, logos, photographs, video, music, fonts and/or other materials in a file format acceptable to Company (the “Client Materials”) by the deadlines requested by the Company;
  • b) providing the Company with approvals necessary to perform the Services in a timely manner, and in any event by any deadline requested by the Company;
  • c) ensuring that all of the information provided to the Company, including any information included in the Client Materials, is accurate and free of any misrepresentations, including any misrepresentations that if publicized by the Company would make the Company liable for making false representations or deceptive marketing practices in any jurisdiction;
  • d) complying with the terms and conditions and any other requirements imposed by any search engines and any other online content providers that display advertising, including but not limited to Google, Yahoo, MSN/Bing, Facebook and YouTube (collectively “Advertising Networks”) and not take any actions that may cause the Client’s advertising to be prohibited on restricted on these Advertising Networks; and
  • e) providing clear instructions regarding the Services and answering any reasonable questions related to providing the Services;

and the Company’s obligations hereunder are contingent on the Client complying with these obligations, and the Company shall not be liable to the Client in any manner for any delay or failure of the Company to meet its obligations pursuant to this Agreement if such delay or failure of the Company is caused by the Client’s failure to meet its obligations pursuant to this section 2.1.


​2.2. Inappropriate Conduct. During the Term of this Agreement the Client shall not engage in any conduct that may reflect negatively on the Company or damage the Company’s public standing or goodwill, as reasonably determined by the Company, including promoting or supplying any of the products or services set out in Schedule “A” of this Agreement.

2.3. Deemed Approvals of Advertising Material. Without limiting the generality of section 2.1, in the event that the Company sends any advertising materials, copy or any other material of any nature to the Client for approval and the Client does not reply to such communication within seven (7) calendar days, without prejudice to its other remedies hereunder the Company shall be entitled to proceed as if that material was approved by the Client.

2.4. Allocation of Resources. As part of the Services the Company may request that the Client execute an Insertion Order setting out a general approach to various elements of the campaign, such as funds to be allocated between distribution channels, bid ranges for keywords, and other aspects of the campaign. Client agrees and acknowledges that the information regarding campaign elements in the Insertion Order or Proposal represents an estimate only, and the Company may, in its discretion, without any further authorization from Client, revise and change such campaign elements, including but not limited to creative content used, the choice of distribution channels and the allocation of funds between distribution channels, platform-specific allocations such as desktop and mobile, geotargeting strategies, demographic targeting, keyword selection, amounts bid for ad placement, and behavioral or contextual targeting, with the aim of maximizing the effectiveness of the campaign.

2.5. Advertising Network Policies. Client agrees and acknowledges that the Services are subject to the policies of any Advertising Networks, which are outside of the control of the Company, and as a result of changes in the policies or procedures of such Advertising Networks the scope of the Services and associated costs may change after the Services have been commenced, which may result in a change in the cost of the Services. In the event of any change in the policies or procedures of any Advertising Network that increase the cost of the Services, the Client agrees to pay to the Company for any additional work necessary to complete the Services resulting from such changes in the policies and procedures of such Advertising Networks at an hourly rate of $180 CAD per hour. Without prejudice to its other remedies hereunder, the Company may request the anticipated approximate cost of such work as a Retainer, and may pause all work on such Services until such Retainer is received.

2.6. Disclosure to Advertising Networks. The Client hereby authorizes the Company to share certain Client information, including the Client’s legal and “doing business as” name, the Client’s address and contact information, the URL of any client websites, and the Client’s logo and other creative assets, including the Client Materials with Advertising Networks in the context of providing the Services. Without limiting the generality of Article 7 of this Agreement, the Client releases the Company from any liability of any nature in respect to such disclosure.

2.7 Client Representative. The Client shall provide the Company with the name of an individual who shall act as the Client’s primary point of contact with the Company in regard to providing the Services (“Client Contact”). Unless otherwise confirmed by Client, such Client Contact shall be the party set out in a Pricing Proposal or Insertion Order. Unless the Company is otherwise notified by the Client in writing, the Client Contact shall be authorized by the Client to provide instructions to the Company in respect to any matter set out in this Agreement, and the Company shall be entitled to rely on such instructions as instructions provided by the Client.

2.8 Staffing. the Company shall have the exclusive authority to make staffing decisions with respect to use of its employees, agents, subcontractors and representatives (collectively, “Personnel”) who shall provide the Services. The Company shall be liable to Client for the acts and omissions of the Company’s Personnel, and shall be solely responsible for determining the manner and means of their performance.

  1. 3.INTELLECTUAL PROPERTY

3.1. Intellectual Property in Client Materials. All Client Materials supplied to Company shall remain the intellectual property of the Client and no term of this Agreement shall act as an assignment of any intellectual property rights in the Client Materials to the Company. The Client represents and warrants that:

  • a) it holds all the intellectual property rights in the Client Materials or has a license to the same that permits their use by the Company and Advertising Networks for advertising purposes and otherwise in the manner anticipated in this Agreement; and
  • b) the use or public distribution of the Client Materials by the Company or any third party shall not infringe on the intellectual property rights of any third party.

and the Client grants the Company a fully paid, royalty-free, worldwide, non-exclusive license to use reproduce, modify and distribute the Client Materials for the purpose of providing the Services, with the term of such license expiring ninety (90) calendar days after the termination of this Agreement, except as set out in section 4.3 below. Notwithstanding the foregoing, the Client agrees and acknowledges that data relating to the Client or its use of the Services, including performance data for any Client advertisements that may be captured by analytics platforms used by the Company (such as Google Analytics), may continue to be used by the Company indefinitely after the termination of this Agreement.

3.2. Company Intellectual Property. No term of this Agreement shall act as an assignment by the Company of any intellectual property rights of any nature in any materials owned by the Company the (“Company Materials”) to the Client, or to any third party, and the Company shall remain sole and exclusive owner of any intellectual property rights in the Company Material and any modifications or improvements thereto, and the Client or any third party shall not acquire, title or interest therein or thereto pursuant to this Agreement, save for any license provided pursuant section 4.3 below.

3.3 Intellectual Property Development. If as a result of the performance of the Services the Company creates any advertising copy, audio-visual content, images or other advertising material for client (the “Client Work Product”), and the Company has agreed in advance that the Client shall own the intellectual property rights in such Client Work Product, the Company shall assign intellectual property rights in any such Client Work Product the only after receipt of payment in full of its Fees hereunder from the Client. To the extent that any Company Materials are part of the Client Work Product, on such assignment (contingent on payment of the Fees) the Company grants to the Client a fully paid, royalty-free, worldwide, non-exclusive license to any Company Materials integrated in the Client Work Product for the purpose of using such Client Work Product for advertising purposes.

  1. 4.CONFIDENTIALITY

4.1. Definition. In this Agreement “Confidential Information” means any confidential or proprietary information relating to either party to this Agreement, including designs, plans, works in process, future developments, financial information, client information, reports, data, audits, strategies, proposals, processes or any other information that may be reasonably be considered confidential to the disclosing party that may disclosed by one party to the other party, whether in oral, written, graphic or electronic form. Notwithstanding the foregoing, the term Confidential Information does not include information that (a) was in the public domain at the time it was communicated to the receiving party by the disclosing party; (b) entered the public domain after the time it was communicated to the receiving party by the disclosing party through no fault of the receiving party; (c) was rightfully in the receiving party’s possession free of any obligation of confidence at the time it was communicated to the receiving party by the disclosing party; or (d) it was developed by the receiving party independently of and without reference to any information communicated to the receiving party by the disclosing party.

4.2. Non-Disclosure. Both parties agree that, except as expressly permitted by the other party to this agreement they will not at any time during or after the term of this Agreement or at any time thereafter disclose any Confidential Information of the other party to any third party, nor will they use any Confidential Information of the other party for any purpose unrelated to discharging their obligations under this Agreement. Both parties further agree to bind its employees and subcontractors to the terms and conditions of substantially as protective as this Section 4.2. Notwithstanding the foregoing:

  • a) each party shall be entitled to disclose the Confidential Information if required by law do so (provided that the disclosing party shall immediately inform the other party in writing to permit it to intervene to limit the scope of such disclosure), and to their legal and other professional advisors provided such advisors are bound by professional confidentiality; and
  • b) each party shall be entitled to disclose the other’s party Confidential Information to their legal and other professional advisors provided such advisors are bound by professional confidentiality; and

4.3. Marketing Disclosure. Notwithstanding the foregoing, the parties may each disclose the existence of this engagement and the fact that they are in a business relationship to any third party, and the Company may display the Client’s name and logo on its website, identifying the Client as a client of the Company. The Company may also include any publicly available materials developed for the Client, including (a) websites or videos; and (b) “case studies” setting out a summary of services performed for the Client, as well as the results of the services, including examples of advertisements and other creative work performed for the Client; in a portfolio of its work or other marketing materials it shares with the public, and display the same on its website.

4.4. Data Protection. Without limiting the generality of the remainder of Section 4.4, in the event that as a result of providing the Services the Client provides the Company with personally identifiable information regarding its clients or any other information subject to applicable privacy laws (“Personal Information”), Company agrees to maintain the confidentiality of such Personal information and store and use the same in accordance with all Canadian privacy legislation applicable to such Personal Information, including if applicable, the Personal Information Protection and Electronic Documents Act (Canada) and the Personal Information Protection Act (British Columbia). The Client shall not provide any Personal Information to the Company pursuant to this Agreement, including as part of the Client Materials, without the Company’s prior written consent.

4.5. Non-Disparagement. For the term of this Agreement and two (2) years thereafter the Client shall not reveal, disclose, use or cause to be revealed, disclosed or used any information or material with respect to the Company (which term shall, for the purposes of this section, include the Company and its affiliates and their respective officers, directors, shareholders, agents and employees) which is or may reasonably be expected to be injurious to the Company’s interests. Without limiting the generality of the foregoing, Client shall privately and publicly support the Company and not make any private or public statement relating the business affairs, policies or the like of the Company that disparages Company, directly or indirectly, in any respect.

  1. 5.REPRESENTATIONS AND WARRANTIES

5.1. Representations and Warranties. Each party represents and warrants to the other that: (a) it has the full right and authority to enter into, execute, and perform its obligations under the Agreement; and (b) if such party is incorporated, the execution, delivery and performance of the Agreement and the consummation of the obligations contemplated by it, have been duly authorized by the requisite corporate action on its part.

5.2. Accurate Information. The Client represents and warrants and covenants, as applicable, that it has provided and will continue to provide to the Company all information reasonably required by the Company to provide the Services and that is reasonably necessary to permit the Company to estimate the cost of providing the Services, and that all information provided by the Client to the Company, including information provided before and after commencement of this Agreement, was and will be accurate and free of material omissions. Without limiting the generality of the foregoing, the Client represents and warrants that any information regarding its business and operations provided by the Client to the Company as part of discussions regarding the scope of the Client’s engagement with the Company was and will continue to be accurate and free of material omissions.

  1. 1.TERM AND TERMINATION

6.1. Term. This agreement shall remain in effect until the later of completion of the Services and payment of the corresponding Fees or until terminated earlier pursuant to the terms of this Article 6.

6.2. Early Termination. This Agreement, may be terminated before the end of the term in section 6.1 in the following events:

  • a) in the event of a material breach by a party (the “Breaching Party”) of its obligations under this Agreement that is not remedied by the Breaching Party within fifteen (15) calendar days of being provided written notice of the same, the other party may terminate this agreement on written notice to the Breaching Party;
  • b) immediately by the Company in the event of (i) any failure by Client to pay any invoice or make any other payments required under this Agreement by the due date for such payment, (ii) a breach by Client of section 2.2 of this Agreement or (iii) a breach by Client of section 5.2 of this Agreement, or the discovery by the Company of any inaccuracy in respect to any representations and warranties provided by the Client pursuant to Section 5.2 of this Agreement; or
  • c) in the event the other party suspends, or threatens to suspend, operation other than in the normal course of business or ceases operation without a successor, seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party.

6.3. Fees on Termination. In the event that the Agreement is terminated pursuant to section 6.2, without prejudice to any other remedies either party may have against the other, the Company shall be permitted to retain any Retainer and the Client hereby agrees to abandon all claim to the same, and:

  • a) in the event the Agreement is terminated by the Client due to a material breach of this Agreement by the Company, the Client shall forthwith pay to the Company all unpaid Fees for work performed up to the effective termination date at the hourly rate set out in the applicable Pricing Proposal or Insertion Order (or the Company’s standard rate in the event that payment pursuant to a Pricing Proposal or Insertion Order was agreed to be on flat fee basis); or
  • b) in the event that this Agreement is terminated for any reason, including by the Company due to a material breach of this Agreement by the Client, the Client shall pay the Company the full Fees that would be payable upon completion of any project specified in any outstanding Pricing Proposal or Insertion Order at the time of termination.

And the Client acknowledges that, upon termination of this Agreement, the Company may, in its discretion, without any additional consent from Client, allocate any Client funds in its possession, including any funds initially allocated towards Advertising Costs, towards satisfying the Client’s payment obligations to the Company pursuant to this section 6.3.

6.4. Survival. Section 3.1, Articles 4, 7, 8, 9 and any section that must survive to fulfill its essential purpose shall survive the termination of this Agreement.

  1. 7.LIABILITY LIMITATIONS

7.1. DISCLAIMER. THE SERVICES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE” AND THE COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY OR IMPLIED WITH RESPECT TO THE SERVICES. THE COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS, INCLUDNG WITHOUT LIMITATION ANY WARRANTY THAT THE SERVICES OR SERVICES WILL BE SUITABLE FOR A PARTICLAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING THE COMPANY DOES NOT REPRESENT AND WARRANT THAT AS A RESULT OF THE SERVICES CLIENT WILL RECEIVE A SPECIFIC POSITION OR PLACEMENT IN RESPECT TO ANY SEARCH KEYWORD, THAT ANY ADVERTISEMENT PLACEMENTS WILL RESULT IN ANY MINIMUM OTHER NUMBER OF IMPRESSIONS OR CLICKS FOR CLIENT’S ADVERTISEMENTS, THAT THE COST PER IMPRESSION OR CLICK FOR ANY CLIENT ADVERTISEMENTS WILL BE ANY MAXIMUM OR OTHER AMOUNT,OR THAT ANY ADVERTISING SERVICES OBTAINED AS A RESULT OF THIS AGREEMENT WILL LEAD TO ANY SPECIFIC RESULTS FOR CLIENT’S BUSINESS.

7.2. Indirect Damages. Notwithstanding anything herein contained to the contrary, in no event whatsoever will Company, its directors, officers, employees, agents, contractors or affiliates, be liable for any claim for: (a) punitive, exemplary or aggravated damages; (b) damages for loss of profits or revenue; (c) indirect, consequential or special damages of any kind; or (d) contribution, indemnity or set-off in respect of any claims against Client by any third party.

7.3. Maximum Liability. Without limiting the generality of sections 7.1 and 7.2 of this Agreement, the maximum total liability of Company, and its suppliers, directors, officers, agents, representatives, shareholders and employees, for any claim whatsoever, under any circumstances, regardless of the cause of action and including without limitation claims for breach of contract, tort, negligence or otherwise, and Client’s sole remedy therefore, shall be strictly limited to an award for direct, provable damages not to exceed the amount of Fees paid by the Client to the Company in the twelve (12) months before such breach occurred.

7.4. Advertising Network Policies. Without limiting the generality of section 7.1 and 7.2 of this Agreement, the Client agrees and acknowledges that Advertising Networks may take steps which may negatively impact the effect of Client advertising or prevent such advertising, including drop, block or stop accepting advertising submissions or certain types of submissions, as well as classifying advertising submissions on behalf of the Client in a manner that may limit Client’s ability to advertise on such Advertising Networks. The Client agrees and acknowledges that the Company shall not be liable to the Client in any manner for any damages of any nature that may be suffered by the Client as a result of the actions of any Advertising Network, and the Client releases the Company from any claims of any nature relating to such damages.

7.5. Limitation on Actions. Notwithstanding anything herein contained to the contrary, no action arising out of or relating to the Agreement, or Company’s obligations hereunder, regardless of form, may be brought by Client more than twelve (12) months after the facts giving rise to the cause of action have occurred or reasonably ought to have been discovered by Client, regardless of when the facts became known to the client.

  1. 8.INDEMNIFICATION

8.1. Indemnification. Client shall, indemnify, defend and save harmless Company and its directors, officers, employees, consultants, affiliates, shareholders, successors and assigns from and against any and all loss, damage, liability, cost, claims, notices, inquiries, demands, orders, actions, causes of action, suits, litigation, prosecutions, proceedings, investigations, judgments, consent decrees or settlement agreements, including attorney and professional fees related to: (a) any inaccuracy in any representation or warranty given by Client pursuant to this Agreement; and (b) any breach or non-performance by Client of any covenant or obligation to be performed by it under this Agreement.

8.2. Conduct of Claims. In the event of an indemnified claim pursuant to section 8.1 above (the “Claim”), the Company will have the right to participate in the negotiation, settlement and defence of such Claim and will have the right to disagree on reasonable grounds with the selection and retention of counsel by the Client in which case counsel satisfactory to the Company shall be selected by the Client. If the Client fails to defend a Claim within a reasonable time, the Company will be entitled to assume control of the defense to the Claim at the expense of the Client, and the Client will be bound by the results obtained by the Company with respect to such Claim. The Client shall reimburse the Company for all reasonable costs and expenses, including but not limited to reasonable lawyer’s fees resulting from such a Claim. The Client shall not, without the prior written consent of the Company, settle or consent to the entry of any judgment in any pending or threatened claim, acting or proceeding relating to the matters contemplated hereby unless such settlement or consent includes an unconditional release of the Company from all liability arising or that may arise out of such claim, action or proceeding.

  1. 9.NON-SOLICITATION

9.1. Non-Solicitation. The Client will not, during the term of this Agreement and for a period of two (2) years thereafter, in any capacity or manner, whether directly or indirectly, individually or jointly or in conjunction with any person: (a) induce or attempt to induce any customer, supplier or business partner the Company to reduce or curtail its business with the Company or to terminate its relationship with same; (b) induce or encourage any employee, contractor or subcontractor of the Company to leave the employment of, or engagement with, the Company, or authorize, assist, approve or encourage any such action by any other person; or (c) hire or attempt to hire or otherwise solicit any employee, contractor or subcontractor of the Company, or authorize, assist, approve or encourage any such action by any other person.

  1. 10.GENERAL

10.1. Entire Agreement. This Agreement, including any Pricing Proposal or Insertion Order, is the sole and entire Agreement between the parties relating to the subject matter hereof, and supersedes all prior understandings, agreements and documentation relating to such subject matter, whether oral or in writing.

10.2. Amendments. The Agreement may only be amended by the mutual written consent of both parties. No party shall claim any amendment, modification, or release from any provision hereof by mutual agreement, acknowledgement, unless in writing and signed by an authorized representative of each party

10.3. No Waiver. Neither party will be deemed to have waived any of its rights under the Agreement by lapse of time or by any statement or representation other than (a) by an authorized representative and (b) in an explicit written waiver. No waiver of a breach of the Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.

10.4. Conflict Between Terms. In the event of a conflict between these Standard Contract Terms and the terms of a Pricing Proposal or Insertion Order, these Standard Contract Terms shall prevail to the extent of the conflict. In the event of a conflict between the terms of a Pricing Proposal and an Insertion Order, the terms of the Pricing Proposal shall prevail to the extent of the conflict.

10.5. Severable Provisions. In the event that any article, section, clause, paragraph or subparagraph of this Agreement shall be held to be indefinite, invalid, illegal or otherwise voidable or unenforceable for any reason whatsoever, the unenforceability or invalidity shall not affect the enforceability or the validity of the remaining portions of this Agreement, and such unenforceable or invalid article, section, clause, paragraph or subparagraph shall be severable from the remainder of this Agreement.

10.6. No Joint Venture. The relationship of the parties shall at all times be that of independent contractors and is not, and no party shall represent itself to be an agent, joint venturer, partner, officer, director or employee of the other party. The relationship under the Agreement shall not create any legal partnership, franchise relationship or other form of legal association between the parties that would impose a liability between the parties or to third parties.

10.7. Assignment. Neither party may assign its rights or obligations under this Agreement, in whole or in part, without the non-assigning party’s prior written consent, such consent not to be unreasonably withheld. Any purported assignment in breach of this section shall be of no force and effect.

10.8. Enurement. The Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and assigns.

10.9. Governing Law. The Agreement shall be governed by the laws of the British Columbia and the federal laws of Canada applicable therein, without regard to the conflict of laws. The parties attorn to the exclusive jurisdiction of the courts of British Columbia for the resolution of any dispute related to this Agreement.

10.10. Further Acts. Each Party shall do such acts and shall execute such other documents and will cause the doing of such acts and will cause the execution of such further documents as are within its power as any other party may in writing at any time and from time to time reasonably request be done and/or executed, in order to give full effect to the provisions of the Agreement.

10.11. Notices. All notices, consents and other communications hereunder shall be in writing and shall be provided by email to the Company as the following email address: legal@warroominc.com, and to the Client at the email address for the Client Contact set out on in any Pricing Proposal or Insertion Order.

10.12. Legal Advice and Interpretation. Each of the parties hereto acknowledges that each party had an opportunity to obtain legal advice before entering into the Agreement. The parties further agree that no law or rule of construction shall be raised or used in which the provisions of the Agreement shall be construed in favor or against any party hereto because one is deemed to be the author thereof.

10.13. Headings. The division of the Agreement into articles, sections, subsections and paragraphs and the insertion of headings are for convenience and reference only and shall not affect the construction or interpretation of the Agreement. The articles, section, subsection and paragraph headings in the Agreement are not intended to be full or precise descriptions of the text to which they refer and shall not be considered part of the Agreement.

10.14. Number and Gender. In the Agreement, words importing the singular include the plural and vice versa; and words importing gender include all genders.

10.15. Counterparts. Any Pricing Proposal or Insertion Order may be executed in any number of separate original counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one agreement. Delivery of an executed counterpart of a signature page to the Pricing Proposal or Insertion Order by fax or email shall be effective as delivery of a manually executed counterpart, and if so executed and transmitted, the Pricing Proposal, Insertion Order and these Standard Contract Terms will be for all purposes as effective as if the parties had delivered and executed original copies of the Pricing Proposal or Insertion Order.


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​Schedule “A”
​Prohibited Products and Services

  • Adult or pornographic material including, but not limited to, sexually explicit or suggestive material
  • Sexually oriented products or services (e.g. escort services), or other sexually oriented material
  • Material involving nudity, including airbrushing (exceptions granted on a case-by-case basis if for medical or artistic purposes)
  • Lingerie websites
  • Offensive or otherwise distasteful material
  • Content or language that is harmful to minors in any way
  • Bulk emailing tools
  • Distribution of internet viruses or other harmful or destructive activities
  • Hacking and cracking
  • Scams or phishing for personal information
  • Solicitation of funds other than for legal charitable organization (exceptions granted on a case-by-case basis at Company’s discretion)
  • Illegal gambling, gaming, lotteries, and like activities
  • Harmful, threatening, violent, abusive, harassing, tortuous, vulgar, obscene, libelous, invasive of another’s privacy, racial, chauvinistic, ethnically offensive, complaint websites, or otherwise objectionable content or language;
  • Defamatory, hateful or revenge content or language.
  • Aids to pass drug tests or aids to pass lie detector tests.
  • Illegal activities such as ponzi schemes, pyramid schemes, fraudulent charging of credit cards, copyright violations, plagiarism,
  • Piracy, and all unauthorized use of materials or content that infringes on third parties’ intellectual properties
  • MLM without a legitimate product or service, with a front product or service, or where the primary intent is to recruit new members rather than to sell products
  • Reverse Funnel Systems;
  • Cash Gifting;
  • Illegal drugs or drug paraphernalia;
  • Alcohol sales;
  • Tobacco sales;
  • “Miracle cures”
  • Fake documents
  • Fireworks, pyrotechnics, firearms, explosives or weapons.
  • Intentional or unintentional violations of any applicable local, state, national or international law.
  • Reselling of email accounts or hosting accounts to third parties.
  • Reselling of any Company’s services to third parties without a written reseller agreement.
  • Spamming and all other forms of unsolicited messages including, but not limited to, spam, chain letters, and junk email
  • Links to other sites that are in violation of Company’ policies and guidelines
  • Other activities, whether lawful or unlawful, that Company deems to be in poor taste or that reflect adversely on Company or Company’s other clients
    ​



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