This is the short version. You're entering a legal agreement with Wingman Agency Inc., an Ontario corporation. The key points: (1) services are month-to-month with no fixed term unless we agree otherwise in writing; (2) you must pay invoices on time; (3) you own your website, content, and accounts when you cancel; (4) we don't guarantee specific business outcomes; (5) our liability is capped at the amount you've paid us in the preceding six months; and (6) Ontario law governs this agreement and disputes are resolved in Ontario courts. The full legal version is below. Please read it. If you don't accept these terms, do not use our Services.
These Terms of Service (the "Terms" or "Agreement") form a binding legal agreement between you ("you," "Client," or "your") and Wingman Agency Inc. ("Wingman," "we," "us," or "our"), a corporation incorporated under the laws of the Province of Ontario, Canada, having its principal place of business in Ontario, Canada.
By: (i) accessing or using the website located at wingmanagency.ca (the "Site"); (ii) booking or attending a consultation with Wingman; (iii) paying an invoice issued by Wingman; or (iv) accepting any deliverable produced by Wingman, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree to these Terms, you must not access or use the Site or the Services.
Wingman reserves the right to amend these Terms from time to time in accordance with Section 25.
The Services are intended for use by businesses operating in Canada. By accepting these Terms, you represent and warrant that: (i) you are at least the age of majority in your province of residence; (ii) you have full legal capacity to enter into this Agreement; (iii) if you are accepting these Terms on behalf of a corporation, partnership, sole proprietorship, or other entity, you have the authority to bind that entity to these Terms; and (iv) your use of the Services will comply with all applicable laws.
Wingman offers the following Services to its clients, each subject to availability:
The scope, fees, deliverables, and timing applicable to a given engagement will be confirmed in writing prior to commencement of work, whether by invoice, onboarding form, scope-of-work document, or email confirmation. Wingman reserves the right to modify the features, scope, or availability of any Service from time to time, provided that such modifications shall not retroactively affect the Services committed to an existing Client engagement.
5.1 Formation. An engagement is formed upon the earlier of (i) the Client's payment of an invoice issued by Wingman for the Services, (ii) the Client's signature of a separate scope-of-work document, or (iii) the Client's written acceptance of the engagement via email or electronic acknowledgement.
5.2 Out-of-scope work. Any work requested by the Client that is outside the scope of the agreed engagement constitutes "Out-of-Scope Work" and may be subject to additional fees, additional time, or both. Wingman will not commence Out-of-Scope Work until the parties have agreed in writing to the additional fees and timing.
5.3 Client delays. Wingman's stated delivery timeframes (including the one-to-two-week target for Website Rescue) are based on prompt Client cooperation, including the timely provision of content, approvals, access credentials, and required feedback. Wingman is not responsible for delays caused by the Client, by third parties, or by force majeure.
6.1 Fees. The Client agrees to pay Wingman the Fees for the Services in accordance with this Section and the applicable invoice or scope of work. Standard published Fees are set out on the Site and include, as of the Effective Date of these Terms:
6.2 Currency and taxes. All Fees are stated in Canadian dollars (CAD) and are exclusive of applicable federal, provincial, and other sales and value-added taxes, which shall be added to the invoiced amount as required by law and remitted by Wingman to the applicable taxation authority.
6.3 Billing schedule. Website Rescue Fees are invoiced as a one-time charge due in full upon engagement, or, by mutual agreement, in two equal installments (50% on kickoff and 50% on launch). Recurring Services are billed in advance on a monthly basis, payable on or before the first day of each billing cycle.
6.4 Payment methods. Payment may be made by credit card, electronic funds transfer, or such other methods as Wingman accepts from time to time. By providing payment credentials, the Client authorizes Wingman (or its payment processor) to charge such credentials for all Fees due under this Agreement.
6.5 Late payment. Any amount not paid by its due date is overdue. Wingman may, at its discretion: (i) charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month, compounded monthly (equivalent to 19.56% per annum), from the due date until paid in full; (ii) suspend Services until the account is brought current; and (iii) recover all reasonable costs incurred in collecting overdue amounts, including legal fees on a substantial-indemnity basis.
6.6 Disputed invoices. The Client must notify Wingman in writing of any disputed amount on an invoice within fifteen (15) days of the invoice date. Failure to dispute within this period constitutes acceptance of the invoiced amount.
6.7 Fee changes. Wingman may change the Fees applicable to Recurring Services from time to time. Wingman will provide the Client with at least thirty (30) days' written notice of any Fee increase. The Client may terminate the affected Recurring Service before the new Fee takes effect by providing written notice in accordance with Section 7.
7.1 Term. Unless otherwise agreed in writing, each Recurring Service operates on a month-to-month basis commencing on the Effective Date and automatically renewing each calendar month until terminated in accordance with this Section. Website Rescue and other one-time engagements operate on a project basis and end upon final delivery and acceptance of the Deliverables.
7.2 Termination by Client. The Client may terminate any Recurring Service at any time for any reason or no reason by providing written notice to Wingman (including by email to the address in Section 26). Termination is effective at the end of the then-current billing cycle. Wingman will complete delivery of posts and other work already paid for in that cycle, and no further Fees will be charged in respect of subsequent cycles.
7.3 Termination by Wingman. Wingman may suspend or terminate the Services and this Agreement (in whole or in part) immediately upon written notice if: (i) the Client fails to pay any undisputed amount when due and does not cure such failure within seven (7) days of written notice; (ii) the Client materially breaches any provision of this Agreement and, if curable, fails to cure such breach within fifteen (15) days of written notice; (iii) the Client becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or insolvency proceedings; (iv) the Client engages in conduct that is abusive, threatening, fraudulent, unlawful, or otherwise materially objectionable; or (v) Wingman elects, in its sole discretion, to discontinue providing the Services to the Client, in which case Wingman shall provide at least fifteen (15) days' notice and shall refund any prepaid, unearned Fees on a pro-rata basis.
7.4 Effects of termination. Upon termination of this Agreement: (i) Wingman shall cease providing the Services; (ii) the Client shall pay all Fees accrued through the effective date of termination; (iii) each party shall return or destroy the other party's Confidential Information in its possession, subject to legal retention obligations; and (iv) the provisions of this Agreement that by their nature should survive termination shall survive, including without limitation Sections 9, 13, 18, 19, 21, 22, and 25.
7.5 No refund for partial periods. Except as expressly provided in this Agreement, Wingman is not obligated to refund Fees for partial months or unused portions of any Service. One-time engagement Fees (including Website Rescue Fees) are non-refundable once work has commenced.
The Client agrees to:
The Client acknowledges that delays or failures in performing its obligations under this Section may materially affect Wingman's ability to deliver the Services on schedule, and Wingman shall not be liable for any resulting delay.
9.1 Client ownership of Deliverables. Subject to full payment of all Fees due, and subject to Section 9.3 below, Wingman hereby assigns to the Client all of Wingman's right, title, and interest in and to the Deliverables produced specifically for the Client under this Agreement, including without limitation the Client's website code, written copy authored for the Client, social media posts published on the Client's accounts, and graphic compositions produced for the Client. The Client owns its domain name (which shall be registered in the Client's name), its social media accounts, and the content thereon.
9.2 No clawback. Upon termination of any Recurring Service, the website and previously published posts produced by Wingman shall remain in the Client's possession, and Wingman shall not delete, deactivate, or remove access to any such Deliverables on the basis of termination.
9.3 Reserved IP of Wingman. Notwithstanding Section 9.1, Wingman retains all right, title, and interest in and to: (i) Wingman's pre-existing intellectual property, methodologies, frameworks, templates, code libraries, design systems, internal documentation, and software tools used in the delivery of the Services; (ii) generic elements, layouts, and patterns that are not specific to the Client; (iii) anonymized aggregate data, learnings, and insights derived from Wingman's overall provision of Services; and (iv) Wingman's name, logos, and brand assets. Nothing in this Agreement transfers ownership of the foregoing to the Client. The Client receives a non-exclusive, perpetual, royalty-free licence to use any such reserved Wingman intellectual property to the extent embedded in or necessary for the use of the Deliverables.
9.4 Portfolio rights. Unless the Client provides written notice to the contrary, the Client grants Wingman a non-exclusive, royalty-free, worldwide licence to reproduce, display, and otherwise use the Deliverables, together with the Client's business name and a link to the Client's website, for the purpose of demonstrating Wingman's work in case studies, portfolio listings, marketing materials, and social media. The Client may withdraw this licence at any time by written notice to Wingman, in which case Wingman will remove such reference within a reasonable time on a prospective basis.
The Client hereby grants Wingman a non-exclusive, worldwide, royalty-free licence, for the term of the applicable engagement and for such additional time as is reasonably necessary to deliver and archive the Services, to use, reproduce, modify, adapt, publish, display, and distribute the Client's content, including without limitation text, photographs, videos, trademarks, logos, brand assets, and other materials provided by the Client (collectively, "Client Content"), for the purpose of providing the Services.
The Client represents and warrants that: (i) it owns the Client Content or has obtained all necessary rights, licences, consents, and permissions to grant the licence in this Section; (ii) the Client Content does not infringe the intellectual property rights, privacy rights, publicity rights, or other rights of any third party; and (iii) the use of the Client Content as contemplated by this Agreement will not violate any applicable law.
The Services rely in part on Third-Party Platforms. The Client acknowledges and agrees that:
The Zero Cost Plan is a promotional program available to qualifying Clients on the following terms:
12.1 Eligibility. Participation in the Zero Cost Plan is conditional on (i) the Client's qualification for and acceptance by Dough Payments, an Affiliate of Wingman that resells card-processing services from Clover and Elavon; and (ii) the Client's establishment and continued maintenance of an active card-processing relationship with Dough Payments. Qualification is determined by Dough Payments in its sole discretion based on, among other factors, the Client's existing processing volume, current processing agreements, underwriting standards, and creditworthiness.
12.2 Separate legal relationship. Dough Payments is a legally distinct entity from Wingman. The Client's card-processing relationship with Dough Payments is governed by a separate agreement directly between the Client and Dough Payments. Wingman is not a party to that agreement and is not responsible for Dough Payments' performance, fees, rates, or obligations thereunder.
12.3 No specific savings warranty. Wingman represents that Dough Payments offers card-processing rates that are intended to be lower than the Client's then-current rates with a comparable competing provider, as determined by Dough Payments' review of the Client's most recent processing statement. Wingman does not warrant or guarantee any specific dollar or percentage savings, any specific rate, or any specific reduction in fees, all of which depend on the Client's actual processing volume, transaction mix, and other factors. The actual savings, if any, may vary.
12.4 Effect of leaving Dough Payments. If the Client terminates or materially reduces its card-processing relationship with Dough Payments while participating in the Zero Cost Plan, the Client's eligibility for $0 Fees ends. In such case, Wingman may, at its option, (i) offer the Client continued Services on standard paid Fees; or (ii) terminate the affected Services on reasonable notice. The Client's Deliverables remain the Client's property regardless of the disposition of the card-processing relationship.
12.5 No tying. Nothing in this Agreement requires any Client to switch card-processing providers in order to retain access to any of Wingman's standard paid Services.
13.1 Definition. "Confidential Information" means any non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with this Agreement that is identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure, including without limitation business plans, customer lists, pricing, proprietary methodologies, technical information, and access credentials.
13.2 Obligations. The Receiving Party shall (i) use the Disclosing Party's Confidential Information solely for purposes of performing under this Agreement; (ii) protect such information using no less than reasonable care; (iii) restrict access to such information to its personnel and contractors who need to know it for purposes of performing under this Agreement and who are bound by confidentiality obligations no less protective than those in this Section; and (iv) not disclose such information to any third party without the Disclosing Party's prior written consent, except as required by applicable law or legal process.
13.3 Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known to the Receiving Party without restriction before disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.
Wingman's collection, use, and disclosure of personal information is governed by its Privacy Policy, which is incorporated by reference into these Terms. The Client acknowledges that it has read and understood the Privacy Policy. Where the Client provides Wingman with personal information about its own customers or employees, the Client represents and warrants that it has the lawful basis (including, where required, valid consent) to do so under PIPEDA and any other applicable privacy law.
The Client and any user of the Site shall not, and shall not permit any third party to:
16.1 Mutual representations. Each party represents and warrants to the other that: (i) it has full power and authority to enter into and perform this Agreement; (ii) its execution and performance of this Agreement will not breach any other agreement to which it is a party; and (iii) it will comply with all applicable laws in the performance of its obligations.
16.2 Wingman warranty. Wingman warrants that the Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. As the Client's exclusive remedy and Wingman's entire liability for breach of this limited warranty, Wingman will, at its option, re-perform the non-conforming Services or refund the portion of Fees attributable to the non-conforming Services.
EXCEPT AS EXPRESSLY SET OUT IN SECTION 16.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE, AND NON-INFRINGEMENT.
WINGMAN DOES NOT WARRANT THAT: (I) THE SITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (II) ANY PARTICULAR BUSINESS OUTCOME WILL BE ACHIEVED, INCLUDING WITHOUT LIMITATION ANY SPECIFIC LEVEL OF TRAFFIC, LEADS, RANKINGS, CONVERSIONS, REVENUE, OR ENGAGEMENT; (III) ANY THIRD-PARTY PLATFORM WILL CONTINUE TO BE AVAILABLE, MAINTAIN ITS CURRENT POLICIES, OR APPROVE OR PRESERVE THE CLIENT'S ACCOUNT OR CONTENT; OR (IV) THE DELIVERABLES WILL MEET THE CLIENT'S SUBJECTIVE EXPECTATIONS.
The Services do not constitute legal, financial, accounting, tax, regulatory, medical, or other professional advice. Where the Client operates in a regulated profession or industry, the Client is solely responsible for ensuring that its marketing materials, communications, and online presence comply with the rules of its governing body or regulator.
18.1 Exclusion of certain damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WINGMAN, ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, OR THE SERVICES, EVEN IF WINGMAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE).
18.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WINGMAN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, OR THE SERVICES, REGARDLESS OF THE NUMBER OF CLAIMS OR THE THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF: (I) THE AMOUNT OF FEES ACTUALLY PAID BY THE CLIENT TO WINGMAN IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (II) ONE HUNDRED CANADIAN DOLLARS ($100 CAD).
18.3 Basis of bargain. The Client acknowledges that the limitations of liability set out in this Section are a material inducement to Wingman's entry into this Agreement and reflect the allocation of risk between the parties. Without these limitations, the Fees for the Services would be materially higher.
18.4 Statutory rights. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including (where applicable) liability arising under provincial consumer protection legislation in respect of consumer transactions. Where any provision of this Section is found unenforceable under applicable law, the remaining provisions of this Section shall continue in full force and effect.
The Client agrees to defend, indemnify, and hold harmless Wingman, its Affiliates, and their respective directors, officers, employees, agents, and licensors from and against any and all third-party claims, suits, proceedings, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable legal fees on a substantial-indemnity basis) arising out of or in connection with: (i) the Client's breach of this Agreement; (ii) the Client's use of the Site, the Services, or any Deliverables in a manner inconsistent with this Agreement; (iii) the Client Content or other materials provided by the Client to Wingman, including any claim that such materials infringe a third party's intellectual property, privacy, or publicity rights; (iv) the Client's violation of any applicable law, regulation, or third-party right; or (v) any act or omission of the Client constituting fraud, gross negligence, or wilful misconduct.
Wingman shall: (a) promptly notify the Client of any claim subject to indemnification; (b) reasonably cooperate with the Client at the Client's expense; and (c) permit the Client to control the defence and settlement of the claim, provided that the Client shall not enter into any settlement that imposes any liability or obligation on Wingman without Wingman's prior written consent.
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) where such delay or failure results from causes beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics, epidemics, government orders, acts of war or terrorism, civil unrest, labour disputes, internet or utility outages, cyberattacks, or failures of Third-Party Platforms. The affected party shall promptly notify the other party of the cause and use commercially reasonable efforts to resume performance as soon as practicable. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice.
This Agreement and any non-contractual obligations arising out of or in connection with it 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 giving effect to any choice or conflict-of-laws provision or rule that would cause the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
Subject to Section 22, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto, and the appellate courts therefrom, in respect of any action or proceeding arising out of or in connection with this Agreement. Each party waives any objection to such jurisdiction or to the venue of any such proceeding.
22.1 Informal resolution. Before commencing any formal legal proceeding, the parties shall first attempt in good faith to resolve any dispute, claim, or controversy arising out of or in connection with this Agreement (a "Dispute") by informal negotiation between authorized representatives of each party. Either party may initiate informal negotiation by providing written notice to the other party describing the Dispute.
22.2 Escalation. If the parties are unable to resolve a Dispute within thirty (30) days of the notice referred to in Section 22.1, either party may then initiate proceedings in accordance with Section 21.
22.3 Equitable relief. Notwithstanding the foregoing, either party may seek immediate injunctive or other equitable relief in any court of competent jurisdiction without first engaging in the informal resolution process in respect of any actual or threatened breach of the confidentiality or intellectual property provisions of this Agreement.
All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given: (i) when delivered personally; (ii) one (1) business day after deposit with a recognized overnight courier; (iii) on the date of delivery by email, provided that the sender does not receive a non-delivery message; or (iv) three (3) business days after deposit in registered or certified mail, return receipt requested. Notices to Wingman shall be sent to zachary@wingmanagency.ca or to such other address as Wingman may designate in writing. Notices to the Client shall be sent to the email or postal address most recently provided by the Client to Wingman.
The Client may not assign, transfer, or sublicense this Agreement or any of its rights or obligations hereunder, in whole or in part, by operation of law, change of control, or otherwise, without the prior written consent of Wingman. Any purported assignment in breach of this Section is void. Wingman may assign or transfer this Agreement, in whole or in part, without the Client's consent, in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its business or assets. Subject to the foregoing, this Agreement is binding upon and enures to the benefit of the parties and their respective successors and permitted assigns.
25.1 Entire agreement. This Agreement, together with the Privacy Policy and any applicable written scope of work or invoice, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, warranties, and understandings, whether oral or written.
25.2 Order of precedence. In the event of any conflict among the documents comprising the Agreement, the order of precedence shall be: (i) a separately signed scope-of-work or master services agreement, if any; (ii) the applicable invoice; (iii) these Terms; and (iv) the Privacy Policy.
25.3 Amendments. Wingman may amend these Terms from time to time. The amended Terms will be posted on the Site with an updated "Effective" date. For material changes affecting an active engagement, Wingman will provide at least thirty (30) days' written notice to the Client (which may be given by email). The Client's continued use of the Site or Services after the effective date of any amendment constitutes acceptance of the amended Terms.
25.4 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions shall remain in full force and effect.
25.5 Waiver. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Any waiver must be in writing and signed by the waiving party.
25.6 Relationship of parties. The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to bind the other.
25.7 No third-party beneficiaries. Except for Wingman's Affiliates as expressly contemplated herein, this Agreement does not create any rights enforceable by any person who is not a party to it.
25.8 Headings. Section headings are for convenience only and do not affect the interpretation of this Agreement.
25.9 Language. The parties have requested that this Agreement and all related documents be drafted in English. Les parties ont exigé que le présent contrat et tous les documents s'y rattachant soient rédigés en anglais.
25.10 Counterparts and electronic signatures. This Agreement may be accepted electronically, including by clicking an "I accept" button, by typing a name into an electronic signature field, by paying an invoice, or by any other means of electronic acceptance. Each such method shall have the same legal effect as a handwritten signature.
Questions or notices regarding this Agreement should be directed to:
Wingman Agency Inc.
Attention: Legal Notices
Province of Ontario, Canada
Email: zachary@wingmanagency.ca
Website: https://wingmanagency.ca
These Terms of Service are effective as of May 12, 2026. © 2026 Wingman Agency Inc.. All rights reserved.