Terms & Conditions

Last updated: November 13, 2025

Welcome to Serum Agency. These Terms and Conditions (the “Terms”) govern your use of our website at https://www.serum.agency (the “Site”) and any services we provide to you (the “Services”). By using the Site or engaging us, you agree to these Terms.

If you have questions, contact hello@serum.agency.

Who we are

Serum Agency is a performance marketing studio based in Toronto, Canada. We provide strategy, paid media, search and AI SEO, web and conversion, and CRM and automation services for clinics and private practices.

Scope of services

• The Services are defined in a mutually approved proposal, statement of work (SOW), or order form. Those documents include deliverables, timelines, fees, and assumptions.
• If there is a conflict, the order of priority is: 1) SOW or order form, 2) these Terms, 3) the proposal, 4) other materials.
• Changes to scope require mutual written approval and may change fees and timing.

Your responsibilities

• Provide timely access to accounts, brand assets, claims approvals, and a decision maker.
• Ensure all information you supply is accurate and lawful.
• Obtain any required regulatory, medical, or legal approvals for your content and offers.
• Maintain ownership and compliance for your own platforms, EMR, scheduling, payment, and communications tools.

Fees, billing, and taxes

• Fees are as stated in the SOW or order form. Third party costs are billed to you or pre‑funded as agreed.
• Invoices are due on receipt unless noted otherwise. Late balances may accrue interest at 1.5% per month or the maximum allowed by law.
• Fees are exclusive of taxes. You are responsible for applicable sales, use, or VAT taxes.
• Deposits, retainers, and 3rd party budgets are non‑refundable once work begins or media is purchased.

Term and termination

• Term starts on the SOW effective date and renews month to month unless stated otherwise.
• Either party may terminate for convenience with 30 days’ notice. Fees for work performed and committed costs remain payable.
• Either party may terminate for cause if the other party materially breaches these Terms and does not cure within 10 days after written notice.
• Sections that by nature survive will continue after termination. This includes payment, IP, confidentiality, warranties and disclaimers, limits, and indemnities.

Intellectual property

• Your IP. You keep rights to your pre‑existing materials, trademarks, and data. You grant us a limited license to use them to provide the Services.
• Our IP. We keep rights to our methods, templates, frameworks, software, and know‑how. We grant you a non‑exclusive license to use any agency tools delivered during the engagement for your internal business.
• Deliverables. Upon full payment, we assign to you the rights in final project deliverables we create for you, excluding our pre‑existing IP and third party materials. For stock, fonts, code, or datasets, we pass through the license terms from the supplier.
• Portfolio use. You grant us a right to list your name and display non‑sensitive work results as portfolio or case studies. If you prefer not to be named, tell us in writing and we will respect it.

Accounts and third parties

• You may ask us to set up or manage accounts on third party platforms such as Google, Meta, TikTok, HubSpot, GoHighLevel, call tracking, EMR, or booking tools.
• You remain the owner of those accounts. You are responsible for their terms, fees, and compliance.
• We are not responsible for outages, changes, or policy decisions by third parties.

Medical and compliance

• We are a marketing provider. We do not give medical advice and we do not decide your standard of care.
• Do not submit protected health information (PHI) through general web forms. If a project requires PHI, we will use HIPAA‑eligible tools and, if needed, sign a Business Associate Agreement.
• You are responsible for the truth and substantiation of health claims, testimonials, and before‑and‑after content. We can assist with review workflows.

Confidentiality and data protection

• Each party will protect the other party’s non‑public information and use it only to perform the agreement.
• We apply reasonable security controls. If we process personal data for you, we will sign a data processing addendum on request.

Warranties and disclaimers

• We will perform the Services in a professional and workmanlike manner.
• Marketing results vary. We do not guarantee rankings, impressions, clicks, leads, bookings, or revenue.
• Except as stated, the Services and the Site are provided as is without warranties of any kind.

Limitation of liability

• To the fullest extent allowed by law, neither party is liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits or lost data.
• Each party’s total liability for all claims in a twelve month period will not exceed the fees you paid to us for the Services that gave rise to the claim in that period.
• These limits apply even if a remedy fails its essential purpose.

Indemnification

• You will indemnify and defend us from claims that arise out of your content, your instructions, your products or services, your use of third party platforms, or your breach of these Terms.
• We will indemnify and defend you from claims that the deliverables we solely created infringe another party’s intellectual property, except to the extent caused by your materials or instructions.
• The indemnified party will give prompt notice and reasonable cooperation.

Non‑solicitation

• During the engagement and for six months after, you will not solicit our employees or contractors to work for you outside of the engagement without our written consent.

Website terms of use

• Content. The Site and its contents are owned by Serum Agency and our licensors and are protected by intellectual property laws. You may not copy or use our content except as permitted by law.
• Acceptable use. Do not misuse the Site. No scraping, reverse engineering, or security testing. Do not upload unlawful or harmful content.
• User submissions. If you send us ideas or feedback, you grant us a non‑exclusive license to use them with no obligation.
• Links. The Site may link to third party sites. We are not responsible for their content or policies.

Changes

We may update these Terms from time to time. If we make material changes, we will post the new Terms on the Site with a new date. Your continued use of the Site or Services after changes means you accept the new Terms.

Governing law and venue

These Terms are governed by the laws of Ontario, Canada. The courts located in Toronto, Ontario have exclusive jurisdiction for disputes that are not subject to arbitration.

Dispute resolution

Before filing a claim, we agree to try to resolve the issue in good faith. If we cannot resolve the dispute within 30 days, either party may bring a claim in court. If we both agree, we can use confidential binding arbitration instead.

General

• Independent contractor. We act as an independent contractor. No partnership or agency is created.
• Assignment. Neither party may assign this agreement without consent, except to an affiliate or as part of a merger or sale.
• Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.
• Severability. If a term is unenforceable, the rest remains in effect.
• No waiver. Failure to enforce a term is not a waiver.
• Entire agreement. These Terms and the SOW are the entire agreement about the Services and replace prior discussions.

Contact

Serum Agency

Toronto, Canada