Terms and Conditions

1. Agreement to Terms

These Terms and Conditions (the "Terms") govern your access to and use of the CNC Marketer website at cncmarketer.com (the "Site") and the services we provide. They form a legally binding agreement between you and CNC Marketer, based in Richmond Hill, Ontario, Canada ("CNC Marketer," "we," "our," or "us"). By accessing or using the Site or our services, you agree to be bound by these Terms. If you do not agree, please do not use the Site or our services.

2. Services Description

CNC Marketer builds and operates a digital sales platform for CNC equipment dealers and distributors — including a website, product catalog, AI product assistant, admin panel, and marketing workspace — and provides ongoing marketing services. Our services include but are not limited to platform design and development, hosting and maintenance, AI assistant implementation, digital advertising, search engine optimization, email and outbound marketing, and analytics. The specific services provided to a client are defined in that client's service agreement.

3. Eligibility

Our services are designed for CNC machine dealers and distributors. By using our services, you represent that you are at least 18 years old and authorized to act on behalf of a CNC machine dealership or distribution business. We reserve the right to decline or discontinue services to job shops, contract manufacturers, or businesses outside the machinery distribution industry.

4. User Responsibilities and Acceptable Use

You agree to:

• Provide accurate, current, and complete information when using our Site or services
• Maintain the confidentiality and security of any account credentials we issue
• Use the Site and services only for lawful purposes and in compliance with all applicable laws
• Not interfere with, disrupt, or place an unreasonable load on our services, servers, or networks
• Not attempt to gain unauthorized access to any part of our services or to another user's data
• Not introduce malicious code, scrape, reverse engineer, or misuse the Site or services
• Not use our services to send unlawful, infringing, deceptive, or harassing content

5. AI Assistant and Automated Features

Our platform may include an AI product assistant and other automated features. These tools generate responses automatically and may occasionally be inaccurate, incomplete, or out of date. AI-generated content is provided for general informational purposes only and is not a substitute for professional, engineering, or purchasing advice. You are responsible for independently verifying any specifications, pricing, availability, or other information before relying on it. We are not liable for decisions made in reliance on AI-generated output.

6. Client Materials and Content

If you provide us with content, data, logos, product information, or other materials ("Client Materials") for use in delivering our services, you represent that you own or have the rights to use them and grant us a non-exclusive license to use, reproduce, and modify them solely to provide the services. You are responsible for the accuracy and legality of Client Materials, and you agree that they will not infringe the rights of any third party.

7. Intellectual Property

All content, features, and functionality of the Site and our services — including text, graphics, logos, and software, but excluding Client Materials — are the property of CNC Marketer or its licensors and are protected by copyright, trademark, and other intellectual property laws. Upon completion and full payment for services, clients receive ownership of or a license to the agreed deliverables as set out in their service agreement. Nothing in these Terms transfers ownership of our underlying tools, platform, or pre-existing intellectual property.

8. Service Agreements

Specific terms for individual services — including scope, pricing, deliverables, timelines, and payment terms — will be set out in separate service agreements. Those agreements, together with these Terms, govern the provision of services. In the event of a conflict, the specific service agreement prevails over these Terms for that engagement.

9. Payment Terms

Fees, billing cycles, and accepted payment methods will be specified in individual service agreements. Unless otherwise stated in the applicable agreement, fees are non-refundable, and amounts not paid when due may be subject to suspension of services and applicable taxes. We reserve the right to suspend or discontinue services for non-payment.

10. Confidentiality

Each party agrees to keep confidential any proprietary or sensitive information disclosed during the business relationship, including business strategies, technical documentation, customer data, and pricing, and to use it only for the purposes of the engagement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, or that must be disclosed by law.

11. Third-Party Services

Our Site and services rely on or integrate with third-party providers (for example, hosting, email delivery, scheduling, advertising, and analytics platforms). Your use of those services may be subject to the third party's own terms and privacy policies. We are not responsible for the acts, omissions, availability, or content of third-party services, and your dealings with them are solely between you and the third party.

12. Disclaimer of Warranties

Our Site and services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee specific results, including lead volume, conversion rates, search rankings, or revenue, as marketing outcomes depend on many factors beyond our control. We do not warrant that the Site or services will be uninterrupted, error-free, or secure.

13. Limitation of Liability

To the maximum extent permitted by law, CNC Marketer shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, goodwill, or business opportunities, arising from or related to your use of the Site or our services. Our total aggregate liability for any claim shall not exceed the amount you paid to us for the services giving rise to the claim during the twelve months preceding the event. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.

14. Indemnification

You agree to indemnify, defend, and hold harmless CNC Marketer and its officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from your use of our services, your Client Materials, your violation of these Terms, or your infringement of any third-party rights.

15. Termination

Either party may terminate the service relationship as specified in the applicable service agreement. We may suspend or terminate your access to the Site or services immediately if you breach these Terms or engage in conduct we reasonably believe is harmful to us, our clients, or others. Upon termination, you retain ownership of deliverables as specified in your service agreement, and any provisions that by their nature should survive termination — including intellectual property, confidentiality, disclaimers, limitation of liability, and indemnification — will survive.

16. Force Majeure

We are not liable for any delay or failure to perform resulting from causes beyond our reasonable control, including acts of God, natural disasters, outages, failures of third-party providers or networks, labor disputes, or governmental actions.

17. Assignment

You may not assign or transfer these Terms or any service agreement without our prior written consent. We may assign our rights and obligations to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms bind and benefit the parties and their permitted successors and assigns.

18. Electronic Communications and Notices

By using the Site or our services, you consent to receive communications from us electronically, including by email and through the Site, and you agree that electronic communications satisfy any legal requirement that a communication be in writing. We may provide notices to you at the email address you give us; you may send notices to us at the address in Section 23.

19. Modifications to Terms

We may modify these Terms from time to time. Changes are effective when posted to the Site with an updated date. Your continued use of the Site or services after changes are posted constitutes acceptance of the modified Terms. We encourage you to review these Terms periodically.

20. Governing Law and Dispute Resolution

These Terms are 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. Before starting any formal proceeding, the parties agree to attempt in good faith to resolve any dispute informally by contacting each other. Any dispute that cannot be resolved informally shall be subject to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada, and you consent to the personal jurisdiction of those courts.

21. Severability and No Waiver

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force and effect. Our failure to enforce any right or provision is not a waiver of that right or provision.

22. Entire Agreement

These Terms, together with any applicable service agreements and our Privacy Policy, constitute the entire agreement between you and CNC Marketer regarding the Site and our services and supersede any prior agreements or understandings on that subject.

23. Contact Information

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

CNC Marketer
Richmond Hill, Ontario, Canada
Email: [email protected]