Legal Framework

Terms & Conditions

Last Modified: June 18, 2026

1. Introduction

These Terms and Conditions (the “Agreement”) constitute a binding legal agreement between You (“User,” “You,” or “Your”) and PMG Consulting (“PMG,” “We,” “Us,” or “Our”), governing Your access to and use of the Your access to and use of the PMG App Suite (the “Service”), which includes all or some of Origin, Clarity, Nexus, Vector, and Ignite. By registering for, accessing, or using the Service, You acknowledge that You have read, understood, and agree to be bound by the terms of this Agreement. If You do not agree to these Terms, You must immediately discontinue use of the Service.

1. Eligibility and Authority

The Service is intended solely for use by individuals who are at least eighteen (18) years of age and capable of entering into legally binding contracts. By using the Service, You represent and warrant that You meet these requirements. If You are accessing the Service on behalf of an organization, entity, or other third party, You further represent and warrant that You are authorized to bind such organization to this Agreement, and that all obligations set forth herein will apply to that organization in full.

For clarity, these Terms and Conditions govern the contractual relationship between PMG and its business clients, including matters relating to payment, renewals, and dispute resolution. The End User License Agreement governs individual user access to and use of the PMG App Suite. In the event of conflict between these Terms and the End User License Agreement, these Terms shall control with respect to commercial and contractual matters, and the End User License Agreement shall control with respect to end user software usage and restrictions.

2. License Grant

Subject to strict compliance with this Agreement, PMG grants You a limited, revocable, non-exclusive, non-transferable, and time-limited license to access and use the Service solely for Your internal business purposes during the term of Your engagement with PMG. This license is personal to You and may not be assigned, sublicensed, shared, sold, rented, or otherwise transferred to any third party without PMG’s prior written consent. Any use of the Service beyond the scope of this license shall be deemed an unauthorized use and a material breach of this Agreement.

3. Accounts and Security

To access the Service, You will be required to register for an account by providing accurate, current, and complete information. Each account is intended for the sole use of the registered User, and the sharing of login credentials is strictly prohibited. You are solely responsible for safeguarding Your credentials and for all activity conducted under Your account. PMG shall not be liable for any loss or damage resulting from unauthorized use of Your account. PMG reserves the right, at its sole discretion, to refuse registration, suspend accounts, or terminate access for any reason, including but not limited to inaccurate registration details, breach of these Terms, or suspected unauthorized use.

4. Acceptable Use

You agree to use the Service only for lawful purposes and in compliance with this Agreement and all applicable laws and regulations. Without limitation, You shall not:

a. Access or use the Service in a manner intended to circumvent security features or otherwise compromise the Service’s integrity;

b. Attempt to copy, modify, reverse engineer, decompile, disassemble, or otherwise derive the source code, structure, or algorithms of the Service;

c. Upload, distribute, or transmit malware, viruses, or other harmful code;

d. Use the Service in a manner that infringes upon the intellectual property, contractual, or privacy rights of any third party;

e. Engage in conduct that, in PMG’s sole judgment, is abusive, harmful, disruptive, or otherwise inconsistent with the intended use of the Service.

PMG reserves the right to monitor usage and to suspend or permanently terminate any User account that violates these provisions.

5. Intellectual Property

The Service and Software, including all software, documentation, text, graphics, interfaces, and underlying technology, are the exclusive property of PMG and its licensors. You retain ownership of any User Content and Feedback you provide; however, by submitting User Content or Feedback, you grant PMG a worldwide, royalty-free, sublicensable license to use, store, process, maintain, and incorporate such content or feedback.

All intellectual property rights arising from, derived from, or incorporating User Content, Feedback, or interactions with the Service or Software shall be the sole property of PMG. Nothing in this Agreement shall confer any ownership rights to you in PMG’s IP, derivatives, or improvements based on your contributions.

6. Ownership of User Data

You retain all ownership rights in and to any content, information, or data that You upload or otherwise provide through the Service (“User Content”). By submitting User Content, You grant PMG a worldwide, non-exclusive, royalty-free, sublicensable license to use, store, process, and maintain such User Content solely as necessary to operate and provide the Service. While You retain ownership of User Content, PMG retains full rights, title, and interest in all aggregated or anonymized data derived from User Content, as well as in all analytics, algorithms, processes, and technology developed in connection with the Service.

7. Payment and Renewals

Access to the Service may be subject to payment obligations as agreed between You and PMG. Unless otherwise agreed in writing, payment shall be due in accordance with the applicable invoice, order, or contract terms. The Service operates on a manual renewal basis; subscription terms will not automatically renew.

Access to the Service provided free of charge, on a trial basis, or as part of a bundle with other PMG products or services (“Complimentary Access”) is granted at PMG’s sole discretion. No fees are deemed paid for Complimentary Access, and such access does not create any obligation for PMG to provide refunds or credits.

Failure to make timely payment may result in suspension or termination of access.

8. Term and Termination

This Agreement shall remain in effect for so long as You use the Service unless terminated earlier as provided herein. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of written notice. PMG may terminate this Agreement immediately if required to do so by law, if Your use of the Service poses a security risk, or if continued provision of the Service would create material legal or business risk to PMG. Upon termination, You must immediately cease all use of the Service. Termination shall not entitle You to any refund of fees paid. The provisions of this Agreement that by their nature should survive termination shall continue in full force and effect.

9. Warranty and Disclaimers

THE SERVICE/SOFTWARE IS PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. PMG, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:

a. WARRANTIES OF MERCHANTABILITY;

b. WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE;

c. WARRANTIES OF TITLE OR NON-INFRINGEMENT;

d. WARRANTIES AS TO ACCURACY, RELIABILITY, COMPLETENESS, SECURITY, UNINTERRUPTED OPERATION, OR ERROR-FREE PERFORMANCE.

PMG MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE/SOFTWARE WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, OR BE FREE OF DEFECTS OR ERRORS. ALL RISK AS TO THE QUALITY, PERFORMANCE, AND RESULTS OF THE SERVICE/SOFTWARE REMAINS WITH YOU.

10. Limitation of Liability

To the maximum extent permitted by applicable law, PMG’s total cumulative liability for any claims, damages, or losses arising under or related to this Agreement shall not exceed the total amount of fees actually paid by You to PMG solely and directly for access to the Service in the twelve (12) months immediately preceding the claim.

Complimentary Access, trial-based access, or access bundled with other PMG products or services shall not be deemed payment for the Service and shall not give rise to any recoverable damages or liability under this Agreement. This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and shall survive termination of this Agreement.

11. Privacy

PMG collects, uses, and processes personal data in accordance with the PMG App Suite Privacy Policy, which applies at the business-client level. The Privacy Policy is incorporated herein by reference and is legally binding to the extent applicable. By using the Service, You consent to the collection, use, and processing of personal data as described in the Privacy Policy.

12. Governing Law and Jurisdiction

This Agreement shall be governed exclusively by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law principles. Any dispute, controversy, or claim arising out of or relating to this Agreement shall be submitted to binding arbitration in Ontario, conducted in accordance with the arbitration rules of the province then in effect. The party initiating the arbitration shall bear the costs of the arbitration. The decision of the arbitrator shall be final and binding, and judgment may be entered upon it in any court of competent jurisdiction.

13. Severability

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

14. Incorporated Provisions

For provisions relating to indemnification, force majeure, and assignment, please refer to the End User License Agreement. For convenience, the key provisions of the End User License Agreement (EULA) regarding indemnification, force majeure, and assignment are summarized below. This summary is provided solely for your reference and does not modify, limit, or expand the actual terms of the EULA. You are responsible for reviewing the full EULA for your complete rights and obligations.

Indemnification: You agree to indemnify, defend, and hold harmless PMG, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to your use or misuse of the Service, violation of this Agreement, or violation of applicable law.

Force Majeure: PMG shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, internet or telecommunications outages, or power failures. PMG’s obligations are suspended for the duration of such an event.

Assignment: You may not assign, delegate, or transfer this Agreement or any rights hereunder without PMG’s prior written consent. Any attempted assignment in violation of this provision shall be void. PMG may assign this Agreement without restriction.

15. Entire Agreement

This Agreement, together with the Privacy Policy, Data Processing Addendum, and all other applicable PMG policies, constitutes the entire agreement between You and PMG regarding Your use of the Service and supersedes all prior agreements, negotiations, or understandings, whether oral or written, relating to this subject matter.

For clarity:

  • These Terms and Conditions govern the business-client relationship, including payment, renewals, and dispute resolution.

  • The End User License Agreement (EULA) governs individual end-user access to and use of the Software.

  • The Data Processing Addendum (DPA) governs the Processing of Personal Data.

In the event of conflict between the Terms and Conditions and the EULA, the Terms and Conditions shall control for commercial matters, the EULA shall control for end-user software usage and restrictions, and the DPA shall control for the Data Processing restrictions.

BY USING THE SERVICE, YOU AFFIRM THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE LEGALLY BOUND BY ITS TERMS.

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