Terms of Service

1. Introduction & Agreement to Terms

Welcome to Content Farm. These Terms of Service ("Terms") govern your access to and use of the website located at www.contentfarm.ca (the "Website") and the content consultancy services provided by Content Farm LLC ("Content Farm," "we," "us," or "our").

By accessing our Website or engaging our services, you ("Client," "you," "your") agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not use our Website or services.

2. Definitions

• "Service" refers to the content consultancy, strategy, and placement services offered by Content Farm. This includes the vetting, matching, and placement of Content Creators with Clients, the development of content systems, and any ongoing management or retainer services.
• "Client" means the individual or business entity engaging Content Farm for its Services.
• "Content Creator" or "Creator" refers to the third-party independent contractor sourced and placed by Content Farm to produce content for the Client.
• "Content" refers to all videos, images, text, graphics, and other materials produced by the Content Creator for the Client under the scope of the Service.
• "Placement" refers to the process of matching a Content Creator with a Client for a specific project or role.
• "Build-Out" refers to the initial, one-time project of developing and integrating a content system and placing creators within the Client's business.

3. Description of Service

Content Farm provides a specialized content consultancy Service. We build and install a content infrastructure within your business by placing vetted Content Creators. We structure incentives and systems designed to increase your content output and manage costs effectively, for the purpose of paid advertising campaigns and/or organic audience growth.

4. The Placement Process & Creator Relationship

• Vetting: All Content Creators in our network undergo a vetting process to assess their skills, reliability, and professionalism.
• Independent Contractor Status: You acknowledge and agree that all Content Creators are independent contractors. They are not employees of Content Farm, nor are they employees of the Client. The Client is not responsible for any employment-related taxes, insurance, or benefits for the Creators.
• Placement Guarantee: We guarantee that we will place Content Creators who are a suitable fit for your business needs, as defined in our initial agreement. If a Creator is not a suitable fit within a pre-agreed timeframe, we will replace them at no additional charge ("Placement Guarantee"). The terms and conditions of this guarantee will be detailed in your specific service agreement.

5. Client Obligations

As a Client, you agree to:

• Provide accurate and complete information about your business, brand guidelines, target audience, and content objectives.
• Cooperate with Content Farm and the placed Creators in a timely and professional manner.
• Provide necessary access to brand assets, product samples, or other materials required for Content creation.
• Make all payments as outlined in Section 6.

6. Fees, Billing, and Payment

• One-Time Fee: Our Service for the initial Build-Out is charged as a one-time fee, the amount of which will be detailed in a separate service agreement or invoice. This fee is dependent on the scope of your specific needs.
• Retainer Services: Following the initial Build-Out, you may choose to engage us for ongoing services on a monthly retainer basis. The scope and cost of these services will be defined in a separate agreement.
• Payment Terms: All invoices are due within fourteen (14) days of receipt.
• Late Payments: Late payments are subject to an interest charge of 2% per month on the outstanding balance.
• Taxes: All fees are exclusive of applicable taxes. The Client is responsible for paying all federal and provincial taxes (such as GST/PST) as required by law.

7. Intellectual Property Rights

• Ownership of Final Content: Upon receipt of full and final payment for the relevant Service period or project, all rights, titles, and interests in the final, approved Content produced for you by the Content Creator shall transfer to you, the Client.
• Portfolio Rights: You grant Content Farm a non-exclusive, worldwide, royalty-free license to use the final Content in our corporate portfolios, on our Website, and in our marketing materials for promotional purposes.
• Creator Rights: Content Creators may retain rights to their raw, unedited, or unused footage and concepts. This will be governed by their individual agreements with Content Farm.

8. Confidentiality

Both parties agree to keep confidential all non-public information shared by the other party during the course of the Service. This includes business strategies, financial information, client lists, and project details. This obligation will survive the termination of our engagement.

9. Term and Termination

• Term: This agreement begins when you engage our Service and continues until the completion of the Build-Out, or, if applicable, until the termination of any ongoing retainer service.
• Termination: You may terminate a retainer service by providing thirty (30) days' written notice. We may terminate this agreement with written notice if you fail to make payments or breach a material term of this agreement.
• Effect of Termination: Upon termination, you are required to pay for all Services rendered up to the effective termination date. Sections 6, 7, 8, 10, 11, and 12 of these Terms will survive termination.

10. Disclaimers and Limitation of Liability

• No Guaranteed Results: While our Service is designed to increase content output and manage costs, we do not guarantee any specific business outcomes, such as increased revenue, specific conversion rates, or Return on Ad Spend (ROAS).
• "As Is" Service: The Service and Website are provided on an "as-is" and "as-available" basis.
• Limitation of Liability: To the maximum extent permitted by law, the total liability of Content Farm LLC in connection with the Service or these Terms shall not exceed the total amount of fees paid by you to us in the six (6) months preceding the claim. We shall not be liable for any indirect, incidental, special, or consequential damages.

11. Indemnification

You agree to indemnify, defend, and hold harmless Content Farm LLC, its directors, employees, and agents from any and all claims, liabilities, damages, and costs (including reasonable legal fees) arising from your use of the Content, your breach of these Terms, or your violation of any law or the rights of a third party.

12. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any dispute arising out of or in connection with these Terms shall be resolved by the courts of Kelowna, British Columbia.

13. General Provisions

• Entire Agreement: These Terms, along with your specific service agreement and our Privacy Policy, constitute the entire agreement between you and Content Farm LLC.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue to be in full force and effect.
• Changes to Terms: We reserve the right to modify these Terms at any time. We will notify you of any changes by posting the new Terms on our Website and updating the "Last Updated" date.

14. Contact Information

If you have any questions about these Terms of Service, please contact us at:

Content Farm LLC
[Your Address, Kelowna, BC, Canada]
zoewukel@gmail.com