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Terms and Conditions

Last Updated: January 18, 2026

1. Acceptance of Terms

These Terms and Conditions (the "Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Copy Culture Ltd. ("Copy Culture," "we," "us," or "our"), a business registered in Ontario, Canada. By accessing or using our website at copyculture.io (the "Site") or engaging our email marketing audit, consulting, or implementation services (the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms.

IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SITE OR SERVICES.

Business Information:
Copy Culture Ltd.
6d - 7398 Yonge St #1277
Thornhill, ON L4J 8J2
Canada
Email: josh@copyculture.io

2. Services Provided

Copy Culture provides email marketing audits, strategy consulting, implementation services, and ongoing support for e-commerce brands and businesses. Our Services primarily focus on Klaviyo and other email service providers (ESPs), including but not limited to Mailchimp, Attentive, and similar platforms.

Services may include, but are not limited to:

  • Free Klaviyo audits to identify performance gaps and opportunities.
  • Paid implementation services, including flow setup, segmentation, campaign creation, and deliverability optimization.
  • Ongoing monthly support and consulting (optional).
  • Custom email marketing strategies tailored to your business.

3. Free Audit

We offer a complimentary Klaviyo audit to qualified businesses. This audit is provided "as is" and "as available" without any warranty, express or implied. The free audit:

  • Does not obligate you to purchase additional Services.
  • Does not guarantee specific results, revenue increases, or performance improvements.
  • Is based on the information and access you provide at the time of the audit.
  • May include recommendations that require implementation by you or through our paid Services.

We reserve the right to refuse or discontinue free audits at our sole discretion.

4. Paid Services

4.1 Service Agreements

If you choose to engage our paid Services, the scope of work, pricing, deliverables, and timelines will be outlined in a separate written agreement, proposal, or statement of work (collectively, the "Service Agreement"). The Service Agreement, together with these Terms, constitutes the entire agreement between you and Copy Culture.

In the event of a conflict between these Terms and the Service Agreement, the Service Agreement shall prevail with respect to the specific Services being provided.

4.2 Pricing and Payment

  • One-Time Projects: Payment terms will be specified in the Service Agreement. Typical payment structures include upfront deposits, milestone-based payments, or full payment upon completion.
  • Monthly Services: For ongoing support or retainer-based Services, you will be billed monthly. Payment is due at the beginning of each billing cycle unless otherwise specified.
  • Payment Method: All payments are processed securely through Stripe. By providing payment information, you authorize us to charge the agreed-upon fees to your payment method.
  • Late Payments: Invoices not paid within the specified timeframe may be subject to late fees or suspension of Services. We reserve the right to charge interest on overdue amounts at a rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower).
  • Currency: All fees are quoted in USD or CAD as specified in the Service Agreement.

4.3 Cancellation of Monthly Services

For monthly or retainer-based Services, you may cancel at any time by providing written notice to josh@copyculture.io. Cancellation will take effect at the end of the current billing cycle. You remain responsible for payment of all fees incurred up to the effective cancellation date. No refunds will be provided for partial months or unused Services.

5. Client Responsibilities

To enable us to provide the Services effectively, you agree to:

  • Provide Accurate Information: Supply complete, accurate, and up-to-date information about your business, email marketing platforms, and objectives.
  • Grant Necessary Access: Provide timely access to your email service provider accounts (e.g., Klaviyo, Mailchimp), website, analytics tools, and any other platforms required to perform the Services.
  • Respond Promptly: Respond to requests for information, feedback, or approvals in a timely manner to avoid delays in project completion.
  • Comply with Laws: Ensure that your use of our Services and your email marketing practices comply with all applicable laws, including but not limited to CAN-SPAM, GDPR, CASL (Canada's Anti-Spam Legislation), and CCPA.
  • Maintain Confidentiality: Keep any login credentials, proprietary information, or confidential materials we provide secure and confidential.
  • Review Deliverables: Review and approve deliverables (e.g., email flows, campaigns, strategies) before they are implemented. You are responsible for final approval and implementation decisions.

Failure to fulfill these responsibilities may result in delays, additional fees, or termination of Services.

6. Intellectual Property

6.1 Ownership of Site Content

All content on the Site, including but not limited to text, graphics, logos, images, videos, software, and design elements, is the exclusive property of Copy Culture Ltd. and is protected by Canadian and international copyright, trademark, and intellectual property laws.

You may not reproduce, distribute, modify, create derivative works, publicly display, or otherwise exploit any Site content without our express written permission.

6.2 Ownership of Deliverables

Upon full payment of all fees, you will own the final deliverables created specifically for you as part of the Services (e.g., custom email flows, campaign copy, segmentation strategies). However, Copy Culture retains ownership of:

  • All proprietary methodologies, processes, templates, and frameworks used to create the deliverables.
  • Any pre-existing materials, tools, or resources incorporated into the deliverables.
  • The right to use anonymized or aggregated data from your project for case studies, portfolio purposes, or internal analysis (with your prior consent if identifiable information is included).

6.3 Third-Party Platforms

You acknowledge that certain deliverables (e.g., Klaviyo flows, Mailchimp templates) are created within third-party platforms that you own or license. Copy Culture makes no claim to ownership of these platforms or the data stored within them.

7. Confidentiality

We respect the confidentiality of your business information. Any proprietary data, trade secrets, customer lists, financial information, or other confidential materials you share with us will be kept confidential and used solely for the purpose of providing the Services.

We will not disclose your confidential information to third parties without your prior written consent, except:

  • To service providers who assist us in delivering the Services (e.g., payment processors, CRM tools), who are bound by confidentiality obligations.
  • As required by law or legal process.
  • To protect our rights, property, or safety, or that of others.

This confidentiality obligation survives the termination of our business relationship.

8. Disclaimers and Warranties

8.1 No Guarantees of Results

WE DO NOT GUARANTEE, WARRANT, OR PROMISE SPECIFIC RESULTS, REVENUE INCREASES, OPEN RATES, CLICK-THROUGH RATES, CONVERSIONS, OR ANY OTHER PERFORMANCE METRICS AS A RESULT OF OUR SERVICES.

Email marketing outcomes depend on numerous factors beyond our control, including but not limited to:

  • The quality and size of your email list.
  • Your product offerings, pricing, and market demand.
  • Third-party platform performance (e.g., Klaviyo, Mailchimp, Stripe).
  • Email deliverability, which is influenced by ISPs, spam filters, and sender reputation.
  • Your implementation of our recommendations and strategies.
  • External factors such as market conditions, competition, and consumer behavior.

While we strive to provide high-quality Services based on industry best practices, we make no representations or warranties regarding the success or effectiveness of our Services.

8.2 "As Is" and "As Available" Basis

The Site and Services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to:

  • Warranties of merchantability, fitness for a particular purpose, or non-infringement.
  • Warranties that the Site or Services will be uninterrupted, error-free, secure, or free from viruses or other harmful components.
  • Warranties regarding the accuracy, reliability, or completeness of any information provided through the Site or Services.

8.3 Third-Party Platforms

We are not responsible for the performance, availability, or functionality of third-party platforms (e.g., Klaviyo, Mailchimp, Stripe, Calendly). Changes, outages, or limitations imposed by these platforms are beyond our control and may impact the delivery or effectiveness of our Services.

9. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, COPY CULTURE LTD., ITS OWNERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE OR SERVICES, INCLUDING BUT NOT LIMITED TO:

  • Loss of revenue, profits, sales, or business opportunities.
  • Loss of data, goodwill, or reputation.
  • Business interruption or downtime.
  • Costs of procurement of substitute services.
  • Any other intangible losses.

THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED (WHETHER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO COPY CULTURE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID ANY FEES, OUR LIABILITY SHALL BE LIMITED TO CAD $100.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you. In such cases, our liability shall be limited to the maximum extent permitted by law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Copy Culture Ltd., its owners, employees, contractors, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or related to:

  • Your use of the Site or Services.
  • Your violation of these Terms or any applicable laws or regulations.
  • Your email marketing practices, including but not limited to violations of CAN-SPAM, GDPR, CASL, or CCPA.
  • Your breach of any representations, warranties, or obligations set forth in these Terms or the Service Agreement.
  • Any claims by third parties arising from your use of the deliverables or Services we provide.

This indemnification obligation survives the termination of these Terms and your use of the Services.

11. Termination

11.1 Termination by Client

You may terminate the Services at any time by providing written notice to josh@copyculture.io. Termination will take effect as specified in the Service Agreement or, if not specified, upon receipt of notice.

Upon termination, you remain responsible for payment of all fees incurred up to the effective termination date, including any work completed or in progress.

11.2 Termination by Copy Culture

We reserve the right to terminate or suspend the Services immediately, without prior notice, if:

  • You breach these Terms or the Service Agreement.
  • You fail to make timely payments.
  • You engage in conduct that is harmful, fraudulent, or violates applicable laws.
  • We determine, in our sole discretion, that continuing the Services is not feasible or advisable.

11.3 Effect of Termination

Upon termination:

  • You will lose access to any ongoing Services or support.
  • We will deliver any completed work for which payment has been received.
  • Any outstanding invoices become immediately due and payable.
  • Provisions of these Terms that by their nature should survive termination (e.g., confidentiality, indemnification, limitation of liability, governing law) shall remain in effect.

12. Third-Party Services and Links

Our Site and Services may integrate with or link to third-party platforms, including but not limited to:

  • Calendly (for scheduling consultations).
  • Stripe (for payment processing).
  • Klaviyo, Mailchimp, and other ESPs (for email marketing services).

We are not responsible for the privacy practices, terms of service, content, or functionality of these third-party platforms. Your use of third-party services is subject to their respective terms and conditions. We encourage you to review the terms and privacy policies of any third-party services you use.

WE DISCLAIM ALL LIABILITY FOR ANY ISSUES, DAMAGES, OR LOSSES ARISING FROM YOUR USE OF THIRD-PARTY SERVICES.

13. Modifications to Terms

We reserve the right to update, modify, or replace these Terms at any time, at our sole discretion. Any changes will be posted on this page with an updated "Last Updated" date. Material changes will be communicated to active clients via email or through a prominent notice on the Site.

Your continued use of the Site or Services after such changes constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must discontinue use of the Site and Services immediately.

14. Governing Law and Jurisdiction

These Terms and any disputes arising out of or related to the Site or Services 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 law principles.

You irrevocably agree that the courts of Ontario, Canada, shall have exclusive jurisdiction to resolve any dispute arising out of or related to these Terms or the Services. You waive any objection to venue or inconvenient forum.

15. Dispute Resolution

15.1 Informal Resolution

Before initiating any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting us at josh@copyculture.io. We will make good faith efforts to resolve the dispute within thirty (30) days of receiving notice.

15.2 Arbitration (Optional)

If informal resolution fails, either party may elect to resolve the dispute through binding arbitration in accordance with the Arbitration Act, 1991 (Ontario). Arbitration shall take place in Ontario, Canada, and shall be conducted in English. The decision of the arbitrator shall be final and binding, and judgment may be entered in any court of competent jurisdiction.

15.3 Litigation

If arbitration is not elected, disputes shall be resolved exclusively in the courts of Ontario, Canada, as specified in Section 14.

15.4 No Class Actions

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

16. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the original intent of the parties.

17. Entire Agreement

These Terms, together with any Service Agreement and our Privacy Policy, constitute the entire agreement between you and Copy Culture Ltd. regarding the use of the Site and Services. These Terms supersede all prior or contemporaneous communications, agreements, or understandings, whether written or oral.

18. Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Copy Culture.

19. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations under these Terms at any time without notice or consent.

20. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, or failures of third-party platforms or internet service providers.

21. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us at:

Copy Culture Ltd.
6d - 7398 Yonge St #1277
Thornhill, ON L4J 8J2
Canada
Email: josh@copyculture.io

All legal notices must be sent in writing to the address above or via email to josh@copyculture.io.

22. Acknowledgment

BY USING OUR SITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, DO NOT USE OUR SITE OR SERVICES.