Terms of Service | Yellowhead Digital

1. Acceptance of Terms

By creating an account, accessing the Platform, or engaging Yellowhead Digital for any service, you ("Customer", "you") agree to be bound by these Terms of Service ("Terms").

Self-serve plans (Free, Starter, Pro, Enterprise, Agency): Acceptance occurs at the point of account creation or plan upgrade (clickwrap). These Terms govern your use from that moment.

Custom engagements: These Terms apply alongside the applicable Order Form or Statement of Work and the Schedule applicable to the engagement type. The order of precedence in the event of conflict is: (i) the Order Form or Statement of Work, (ii) the applicable Schedule, (iii) the body of these Terms. The Schedule governs only in respect of the service it addresses; the remainder of these Terms remain in full force regardless of any Schedule or Order Form.

Electronic acceptance. By clicking "I Agree", creating an account, or accessing or using the Service, you electronically accept these Terms. Such acceptance is binding to the same extent as a written signature under the Electronic Transactions Act (British Columbia) and equivalent applicable legislation.

Yellowhead Digital is operated by Christopher Enns as a sole proprietorship based in British Columbia, Canada.

If you do not agree to these Terms, do not use our services.

2. Services Description

Yellowhead Digital offers three service streams:

Assist — Advisory and consulting engagements to support your marketing technology decisions, campaigns, and digital strategy.

Audit — Independent assessment of your digital infrastructure, ad spend, tech stack, and competitive positioning, delivered as a structured report.

Architect — End-to-end design and implementation of marketing infrastructure, analytics frameworks, and digital systems.

Platform (Self-Serve Tool) — A subscription-based platform that analyses a business's digital presence, ad attribution, tech stack, social footprint, and more (the "Platform"). A single analysis run on the Platform across the ten pillars it scores is a "Diagnostic". Available subscription tiers:

Tier	Price (USD)	Diagnostics / Month	Description
Free	$0	2 (first month), 1 after	Individual diagnostic access
Starter	$39	3	Full diagnostic reports with PDF export
Pro	$149	8	Org account with team access (up to 3 members)
Enterprise	$499	16	Unlimited team members, up to 5 client-organisations, scheduled re-runs
Agency	$999	32	Unlimited client-organisations, monitoring toolkit, wholesale service delivery
Custom	Contact us	Negotiated	Bespoke arrangements

"Custom Tier" definition. "Custom Tier" in these Terms refers solely to bespoke Platform (SaaS) subscription arrangements entered into with Yellowhead Digital outside the published self-serve tiers above. It does not refer to non-tiered consulting engagements (Audit, Architect — Blueprint, Architect — Build, Architect — Retainer, or Assist), which are governed by their respective Order Forms or Statements of Work and by the applicable Schedules to these Terms regardless of the Customer's subscription tier (if any). A Customer may therefore be a Custom Tier SaaS subscriber, a non-tier consulting client, both, or neither; the categories are independent.

Pre-paid commitment options (3-month and annual) are available on select tiers at published rates. All commitment plans include a 30-minute Course Correction after the first month.

Feature availability per tier is governed by the feature schedule published at yellowhead.digital/pricing, which may be updated from time to time.

Metered features above plan limits. Where Yellowhead Digital offers use of a metered feature above the limits included in a plan, that use is paid from a prepaid credit balance held against an eligible organisation account, as set out in Section 4A (Credit Wallet and Prepaid Credits).

Per-run deliverables. Some deliverables are sold individually, per run, rather than as part of a subscription. The Schedules to these Terms identify which deliverables are sold this way — currently the Citation Scan (Schedule H), which measures whether and how often a nominated domain is cited in answers produced by AI answer engines and search surfaces, and the Crawlability Scan (Schedule I), which examines how a nominated set of URLs behaves for automated crawlers and AI agents. Availability of each is as set out in Section 4B.2(e); a deliverable listed here is not necessarily offered for sale at any given time. Section 4B (Per-Run Purchases) governs how these deliverables are ordered, paid for, produced, and refunded.

Outreach Rehearsal. Outreach Rehearsal is a practice environment for cold outreach messages, available on the Pro tier and above, in which Customer drafts a message against a simulated recipient seat and receives a structured critique, a simulated reply, and a pre-flight checklist. Outreach Rehearsal sends nothing and contacts no person. Schedule J applies.

Service-specific terms. Specific terms applicable to each service deliverable type — Strategic Assessment, Competitive Report, Course Correction, Infrastructure Audit, Blueprint, Architect Operations (Build, Monitoring / Orchestration Retainer), Assist (Advisory, Hands-On), Citation Scan, Crawlability Scan, and Outreach Rehearsal — are set out in the Schedules to these Terms. In the event of conflict between the body of these Terms and a Schedule, the Schedule governs only in respect of the service it addresses.

3. Account and Organisation Terms

Account creation: You must provide accurate information when creating an account. One account per person. You are responsible for maintaining the confidentiality of your login credentials.

Organisation accounts: Pro, Enterprise, Agency, and Custom plans support team access via organisation accounts. Reports and data belong to the organisation account, not individual users. If an individual user leaves an organisation, their access is removed but the organisation retains all reports and data.

Client-organisations (Enterprise and Agency): Enterprise and Agency plans allow the creation of client-organisations — distinct entities whose diagnostic reports and service deliverables are managed within the subscribing account. Enterprise plans are limited to 5 client-organisations; Agency plans have no limit. The subscribing account holder is responsible for all client-organisation data and for ensuring they have appropriate authority to submit client business information for analysis.

End Clients. Where Customer uses the Service, or engages Yellowhead Digital under an Order Form or Statement of Work, in connection with a business or other organisation other than Customer's own — acting in an advisory, agency, consultancy, or service-provider capacity to it — that business or organisation is Customer's "End Client". An End Client is not a party to these Terms and does not become a Customer of Yellowhead Digital by reason of the engagement. Customer contracts with Yellowhead Digital as principal and not as agent for the End Client, and remains responsible to Yellowhead Digital for every obligation under these Terms and the applicable Order Form or Statement of Work, including payment, whether or not the End Client pays Customer. An End Client is distinct from a client-organisation: a client-organisation is a container for reports and deliverables inside Customer's account under the preceding paragraph, and an End Client may or may not have one. Terms applying specifically to engagements undertaken for an End Client are set out in the applicable Order Form or Statement of Work.

Domain visibility for organisation administrators. Organisation accounts (Pro tier and above) are associated with one or more verified email domains. Where an individual user holds a Yellowhead Digital account using an email address at a domain verified to an organisation account, the organisation administrator may see the existence of that account (account holder name and email address only) for the limited purposes of (a) inviting the user into the organisation, (b) preventing abuse of free-tier limits across multiple uncoordinated accounts on the same domain, and (c) consolidating billing where appropriate. Domain visibility does not grant the administrator access to the user's diagnostic results, account contents, or other personal data; access to those requires the user to accept an organisation invitation. The user may decline invitation and continue using their personal account independently, subject to free-tier limits as enforced under purpose (b). Yellowhead Digital relies on legitimate interest (abuse prevention and organisation administration) as the lawful basis for this processing.

Prohibited use: You may not use the Service for illegal purposes, to submit false or misleading data, to attempt to reverse-engineer our diagnostic methodology or AI systems, to scrape or extract platform data outside the intended interface, to circumvent rate limits or feature gates, or to use the Service or any information derived from it to develop, market, or operate a service that substantially replicates Yellowhead Digital's diagnostic methodology, scoring system, or AI prompting architecture. This restriction does not prevent Customer from operating an independently-developed marketing analytics, audit, or consulting service.

Non-solicitation of personnel: Customer shall not directly engage or solicit Yellowhead Digital personnel, contractors, or subcontractors who provided services in connection with Customer's account or engagement, for a period of twelve (12) months following the conclusion of the relevant engagement, without Yellowhead Digital's prior written consent. This restriction does not apply to general public job postings that are not specifically targeted at Yellowhead Digital personnel.

4. Payment Terms

Payments: All payments are processed by Stripe. By providing payment details, you agree to Stripe's terms of service.

Subscription billing: Monthly subscriptions are billed on the anniversary of your sign-up date (not the calendar month-end). Your diagnostic report quota resets on the same anniversary date each month.

Pre-paid commitments: 3-month and annual commitment plans are billed upfront for the full term. Annual plans on eligible tiers include a published discount. Pre-paid commitments are non-refundable once the billing period has begun.

Service engagements — payment defaults. Service engagements (Audit deliverables, Blueprint, Assist) are invoiced per the applicable Order Form or Statement of Work. The default payment structure for each engagement type is set out in the corresponding Schedule. Unless the applicable Order Form expressly varies these defaults, the following apply:

(a) Audit deliverables (Strategic Assessment, Competitive Report, Course Correction) are payable in full in advance via Stripe Checkout at the point of booking;

(b) Infrastructure Audit at the Lean and Standard tiers is payable in full in advance via Stripe Checkout at the point of booking. A Comprehensive Infrastructure Audit requires a USD $300 Discovery deposit, payable via Stripe Checkout at the point of booking; the quoted engagement fee, less the deposit, is invoiced on Customer's acceptance of the scoping quote. Where the applicable Order Form provides for staged invoicing, 50% is payable on engagement commencement and 50% on delivery of the Audit Report;

(c) Blueprint engagements are payable 50% on Order Form signature and 50% on delivery of the Blueprint Document for Customer review. Larger or multi-phase Blueprint engagements may instead be invoiced in milestone instalments as set out in the applicable Order Form;

(d) Assist hourly engagements (Advisory, Hands-On) are payable via pre-paid hour blocks purchased in advance, with hours drawn down against the block and the block refreshed when the balance falls below a threshold specified in the Order Form. Monthly-in-arrears billing is available by exception for established Customers with prior payment history, where expressly set out in the Order Form;

(e) Architect Retainers (Monitoring, Orchestration) are payable monthly in advance; and

(f) Architect Build engagements are payable in milestone instalments as set out in the applicable Statement of Work (default: 50% on signature and 50% on Customer acceptance of final delivery for engagements at or below US$15,000; 30% on signature, 30% on internal QA complete or draft handoff, and 40% on Customer acceptance for larger or multi-phase engagements).

Invoices issued under (b), (c), or under any arrears arrangement permitted by (d) are due within fourteen (14) days of issue unless otherwise specified in the applicable Order Form.

Refunds. Once a diagnostic report has been generated, the associated report allowance or subscription fee is non-refundable. Other pre-paid amounts are non-refundable as follows:

(a) Pre-paid Audit deliverables (Strategic Assessment, Competitive Report, Course Correction) are non-refundable once Yellowhead Digital has commenced work on the deliverable, which for Strategic Assessment and Competitive Report is the start of analytical generation, and for Course Correction is the opening of the scheduled session window;

(b) Pre-paid Infrastructure Audit deposits are non-refundable once Yellowhead Digital has accessed any Customer system or commenced fieldwork. Comprehensive Infrastructure Audit Discovery deposits (USD $300, covering Yellowhead Digital's scoping conversation and quote preparation) become non-refundable on commencement of the scoping conversation, separately from the fieldwork-commencement trigger above; if Customer does not proceed within thirty (30) days of receiving the scoping quote, the Discovery deposit is forfeit;

(d) Pre-paid Assist hour blocks are non-refundable. Unused hours remain available for the period set out in the applicable Order Form (default twelve (12) months from purchase) and are forfeit on expiry;

(e) Pre-paid Architect Retainer fees are non-refundable for the month in which work has commenced;

(f) Pre-paid Architect Build deposits are non-refundable once the first scheduled build session has occurred;

(g) Pre-paid credits held in a Credit Wallet are refundable only as set out in Section 4A — in particular Section 4A.8 (Refund of unspent balance) and Section 4A.12 (Suspension, cancellation, and account closure). Credits already spent — on a completed run, or on a deliverable that has been produced — are non-refundable; and

(h) Per-Run Purchases (including Citation Scans and Crawlability Scans) are non-refundable once the deliverable has been produced and made available to Customer, as set out in Section 4B.4, except where the applicable Schedule provides a remedy in respect of a produced deliverable (see Schedule I.10, materially incomplete coverage). Section 4B.5 governs an order that produces no deliverable, and Section 4B.6A governs how any resulting refund is paid.

Yellowhead Digital does not provide pro-rata refunds for unused time on any engagement.

Cancellation: Monthly subscribers may cancel at any time. Access continues until the end of the current billing period. Pre-paid commitment subscribers may cancel to prevent renewal but are not entitled to pro-rata refunds for the remaining commitment term. Yellowhead Digital does not provide pro-rata refunds for unused time. Cancelling a subscription, or downgrading to a tier without metered features, does not by itself forfeit an unspent Credit Wallet balance; Section 4A.12(a) governs what happens to that balance.

Price changes: We will give you at least thirty (30) days notice of any price changes before they affect your subscription or the metered rates described in Section 4A.

Late payment. If payment is not received by the due date:

(a) Yellowhead Digital will issue a written reminder providing a grace period of seven (7) days to cure;

(b) if payment is not received within the grace period, Yellowhead Digital may suspend access to the Service, withhold delivery of pending consulting deliverables, and/or pause work on any active engagement; and

(c) if payment remains outstanding for thirty (30) days after the original due date, Yellowhead Digital may terminate the account or engagement and pursue any outstanding amounts as a debt.

International payments. International payments are the responsibility of the Customer. Any intermediary bank fees, wire charges, or currency conversion costs shall be borne by the Customer and shall not be deducted from amounts due to Yellowhead Digital.

4A. Credit Wallet and Prepaid Credits

4A.1 What credits are.

Certain metered features of the Platform are paid for from a prepaid credit balance (the "Credits") held against a Customer's organisation account (the "Credit Wallet"). Credits are a prepaid balance denominated in United States dollars, recorded in cents, that may be applied against the amounts described in 4A.4.

Credits are not:

(a) money, legal tender, a deposit, or a claim on a deposit account;

(b) a security, an investment, a stored-value instrument redeemable for cash, or a general-purpose payment instrument;

(c) usable outside the Service, transferable to any other person, transferable to another Yellowhead Digital account or organisation, or saleable; or

(d) redeemable for cash, except as expressly set out in 4A.8 or as required by applicable law.

Credits carry no interest. The Credit Wallet belongs to the organisation account, not to any individual user of it, and follows the organisation-account ownership rule in Section 3.

4A.2 Who may hold and fund a Credit Wallet.

Credit Wallets are held at the organisation-account level only, on a paid subscription tier. Free-tier accounts and personal (non-organisation) accounts cannot hold or fund a Credit Wallet. Only a Customer's organisation owner or administrator may purchase credits or authorise a debit against the balance; funding and spending a shared balance is treated as a single authority. Other members of the organisation may use the Service normally but cannot commit the balance.

4A.3 Top-ups.

(a) Credits are purchased in fixed packs at the amounts published at the point of purchase, through Stripe Checkout, payable in full at the point of purchase. Section 4 (Payments) applies.

(b) Credits are issued one-for-one with the amount paid. A US$50 purchase credits US$50 of balance. Yellowhead Digital does not currently offer volume bonuses or discounted credit and makes no commitment to introduce them.

(c) Each purchase is credited exactly once. The Stripe payment identifier is the idempotency key: a repeated or duplicated notification of the same payment credits nothing further. If Customer believes a completed payment has not been credited, Customer should contact hello@yellowhead.digital rather than repurchasing.

(d) A credit is applied only when Stripe confirms the payment as complete. Where a payment method settles asynchronously and subsequently fails, no credit is applied and Yellowhead Digital will notify the account.

(e) Yellowhead Digital may decline, limit, or reverse a top-up where it reasonably suspects fraud, payment-instrument misuse, sanctions exposure, or breach of these Terms.

(f) Where any sales, goods and services, value-added, or similar tax is chargeable on a purchase of credits, it is charged on that purchase and shown at checkout. The credited balance is the amount of the credits purchased, exclusive of any such tax.

4A.4 What credits may be spent on.

Credits may be applied to any amount payable to Yellowhead Digital for a deliverable or for metered use of the Service, other than a subscription fee. That includes, without limitation:

(a) deliverables purchased individually through Stripe Checkout — including Strategic Assessments, Competitive Reports, Course Corrections, Citation Scans, and Crawlability Scans;

(b) additional Diagnostic reports run above the organisation's monthly plan quota;

(d) metered sessions on the agent interface (Model Context Protocol door), where enabled for the account.

Where a purchase is eligible, Customer may pay for it by payment method or, where Yellowhead Digital offers that route for the purchase in question, from the Credit Wallet, at Customer's election, provided the balance covers the amount payable. This Section 4A.4 applies notwithstanding any payment provision in a Schedule.

Taxes. Published prices are exclusive of any sales, goods and services, value-added, or similar tax. Where such a tax is chargeable, it is charged at the point Customer pays Yellowhead Digital — on the purchase of credits under 4A.3, or on a purchase paid by payment method — and is shown at that point. Redeeming credits that have already been purchased does not attract further tax.

What credits may not be applied to. Credits may not be applied to:

(i) subscription fees — monthly subscription charges and pre-paid three-month and annual commitment plans. A subscription is bought with a payment method, never from a credit balance; or

(ii) fees invoiced under an Order Form or Statement of Work, including Infrastructure Audit, Blueprint, Architect Operations, and Assist engagement fees, which are invoiced and settled under Section 4 and the applicable Schedule.

Yellowhead Digital may add to, or change, what may be paid from the Credit Wallet. Where a change removes a purchase or feature that credits could previously be spent on, Section 13 (Updates to These Terms) applies.

For the avoidance of doubt, paying with credits does not change what has been bought, and does not make a purchase more or less refundable than the same purchase paid by card. The refund rules for a deliverable are in Section 4, Section 4B and the applicable Schedule; 4A.8 governs the unspent balance only.

4A.5 How a charge is drawn.

A purchase paid from the Credit Wallet debits the full amount payable at the point of purchase, in one movement, in the same way a payment method would be charged.

A metered run first draws any included allowance the plan provides for that feature. Where no allowance applies or the allowance is exhausted, the run draws cash credits at the rate published for that feature and that subscription tier. Pricing is by product type, not by door: an automated or agent-initiated Diagnostic draws the organisation's included monthly Diagnostic quota on the same terms as a run started by a person, and falls to the metered rate once that quota is exhausted.

If the balance does not cover a run or a purchase, it does not proceed and nothing is charged. Yellowhead Digital does not extend credit, does not permit a negative balance, and does not auto-top-up. Customer may pay by payment method instead, and is responsible for maintaining sufficient balance for any workflow Customer has automated.

4A.6 Credits are denominated in dollars, not in units.

Credits hold a dollar value, not a fixed number of reports, scans, sessions, or runs. The number of runs a balance buys therefore depends on the prices in effect when each run is made. Yellowhead Digital may change metered prices on thirty (30) days notice under Section 4 (Price changes) and Section 13. A price change does not change the dollar value of an existing balance, and Yellowhead Digital will not retroactively revalue, re-denominate, or devalue credits already purchased.

4A.7 Expiry.

Credits do not expire. A balance remains available for as long as the organisation account remains open, subject to 4A.12 (account closure) and 4A.11 (reversed payments). Yellowhead Digital does not apply dormancy fees, inactivity fees, maintenance fees, or any other charge that reduces an unspent balance.

Included plan allowances are not credits and are not covered by this subsection: an allowance included in a subscription plan is consumed within its period and does not carry forward, per Section 4 and the applicable plan terms.

4A.8 Refund of unspent balance.

Scope of this subsection. This subsection governs unspent credit balance, and nothing else. It does not create, extend, or modify any right to a refund of a deliverable, of a service, or of subscription time. Refunds of Diagnostic reports, Citation Scans, Crawlability Scans, metered runs, Audit, Architect, and Assist deliverables, and subscription or commitment fees are governed by Section 4 (Refunds), by the applicable Schedule, and by the applicable Order Form or Statement of Work — each on its own terms, and each generally on a non-refundable footing once the deliverable has been produced or the service performed. A delivered scan, report, or service cannot be returned, and cancelling a plan refunds neither time already used nor, of itself, time not yet used. Nothing in this Section 4A should be read as a general refund policy.

(a) Credits already spent — on a completed run, or on a deliverable that has been produced — are non-refundable. Section 4 (Refunds), Section 4B and the applicable Schedule govern the deliverable; this subsection governs only what is left unspent.

(b) Customer may request a refund of the unspent portion of the Credit Wallet by written notice to hello@yellowhead.digital within twelve (12) months of the top-up purchase that funded it. Yellowhead Digital will refund the unspent balance attributable to that purchase to the original payment method, net of any amount already spent, within thirty (30) days of the request. Refunds are made in the currency of the original payment; Section 4 (International payments) applies to any conversion or intermediary cost.

(c) Refunds are applied oldest purchase first: spending draws down the earliest unrefunded top-up before any later one.

(d) Outside the period in (b), unspent credits are non-refundable, except where a refund is required by mandatory consumer-protection or prepaid-instrument legislation applicable to Customer (see 4A.14).

(e) Yellowhead Digital may decline a refund request where the account is under investigation for breach of these Terms, where the funding payment is subject to a dispute or chargeback, or where the request appears intended to reverse legitimately incurred charges.

(f) Credits arising from a refund. Where Yellowhead Digital refunds or re-credits an amount to the Credit Wallet under Section 4B.5, Section 4B.7, Section 4A.13, or a Schedule, the credited amount is treated as unspent balance from the date it is credited, and the period in (b) runs from that date. Such a credit does not extend the period applying to any other part of the balance.

4A.9 Promotional and granted credits.

Yellowhead Digital may from time to time grant credits to an account that Customer has not paid for — pilot allocations, goodwill adjustments, promotional balances, and service-recovery credits ("Granted Credits"). Granted Credits are distinct from purchased credits and are:

(a) not refundable in cash under 4A.8, and carry no cash value;

(b) revocable by Yellowhead Digital at any time before they are spent, including on expiry of a promotion, on breach of these Terms, or where granted in error; and

Where an account holds both purchased credits and Granted Credits, Granted Credits are spent first. Yellowhead Digital will identify Granted Credits as such in the account record at the time of grant.

For clarity, Yellowhead Digital also funds its own internal platform operations from separate internal balances. Those are Yellowhead Digital's own funds, are never held against a Customer account, and confer no rights on any Customer.

4A.10 Records and receipts.

Yellowhead Digital maintains an append-only record of every credit and every debit against each organisation's Credit Wallet, including the amount, the feature charged, and the time. Customer may request a statement of that record for Customer's own organisation at any time by writing to hello@yellowhead.digital.

Yellowhead Digital sends a receipt notification for each top-up and for each metered debit against the balance. Customer may adjust the delivery channel for those receipts in notification settings; Customer remains responsible for charges regardless of whether a receipt notification was received or was switched off.

4A.11 Disputes, chargebacks, and reversed payments.

(a) Customer should raise a billing concern with Yellowhead Digital at hello@yellowhead.digital before initiating a chargeback or payment dispute. Section 12 (Preferred resolution) applies.

(b) Where a top-up payment is charged back, reversed, or otherwise recalled after credits have been applied, Yellowhead Digital may remove the corresponding credits from the balance. Where those credits have already been spent, the value spent becomes immediately payable by Customer as a debt, and Section 4 (Late payment) applies to its collection.

(c) Yellowhead Digital may suspend the Credit Wallet, suspend metered features, or suspend the account while a payment dispute is open. Suspension under this subsection does not relieve Customer of amounts already incurred.

(d) Yellowhead Digital may recover reasonable costs it incurs in responding to a chargeback that is subsequently resolved in Yellowhead Digital's favour, to the extent permitted by applicable law and by Stripe's rules.

4A.12 Suspension, cancellation, and account closure.

(a) Voluntary cancellation or downgrade. Cancelling a subscription, or downgrading to a tier without metered features, does not by itself forfeit an unspent balance. The balance remains recorded against the organisation account and becomes spendable again if the organisation returns to a plan with metered features. Customer may instead request a refund of the unspent balance under 4A.8 if eligible.

(b) Account or organisation closure. On closure or deletion of the organisation account, the Credit Wallet and its operational balance are deleted with it. Yellowhead Digital retains the underlying transaction record as a financial record for the period stated in the Privacy Policy, as required by Canadian tax law. Customer should request any refund under 4A.8, and any statement under 4A.10, before requesting closure. Yellowhead Digital will, on request made at the time of closure, refund an unspent balance that is eligible under 4A.8.

(c) Termination for cause. Where Yellowhead Digital terminates or suspends an account under Section 11 for breach of these Terms, misuse of the platform, abusive conduct, or non-payment, Yellowhead Digital may apply any unspent balance against (i) amounts then owed by Customer to Yellowhead Digital, and (ii) reasonable costs and losses arising from the breach. Yellowhead Digital will refund any remaining unspent balance to Customer within thirty (30) days, subject to 4A.8(e), and will state the ground for termination in writing.

(d) Inactivity. Yellowhead Digital does not forfeit, reduce, or charge a fee against a balance for inactivity. Where an account is dormant and Yellowhead Digital elects to close it, Yellowhead Digital will give at least thirty (30) days written notice to the account email address and an opportunity to request a refund under 4A.8.

4A.13 Failed, incomplete, or unusable runs.

Where a metered run is charged but fails to produce an output for reasons within Yellowhead Digital's control, Yellowhead Digital will, on notice from Customer, either re-run the request at no further charge or re-credit the charged amount. This is Yellowhead Digital's sole obligation in respect of a failed metered run, and is in addition to (not in substitution for) the AI-error obligation in Section 9.

For the avoidance of doubt, an output that Customer disagrees with, or that contains an error of the kind Section 9 (AI-generated content; Third-party data sources) describes, is a produced output. It is addressed under Section 9 and is not a failed run under this subsection.

4A.14 Mandatory consumer rights and prepaid-instrument legislation.

The Service is offered to businesses, and a Credit Wallet is a business-account facility. Where, notwithstanding that, mandatory consumer-protection or prepaid-instrument legislation applies to a Customer — including without limitation Part 4.1 of the Business Practices and Consumer Protection Act (British Columbia) and the regimes enumerated in Section 12 (Consumer carve-out) — that legislation prevails over this Section 4A to the extent of any inconsistency, and the remainder of this Section 4A remains in full force. Customers retain all non-waivable rights under applicable law in their jurisdiction.

4B. Per-Run Purchases (Self-Serve Deliverables)

4B.1 What a per-run purchase is.

Certain deliverables are sold individually rather than as part of a subscription or an engagement (each, a "Per-Run Purchase"). A Per-Run Purchase entitles Customer to one production of the deliverable it names, for the subject and parameters fixed at the point of purchase. The Schedules to these Terms identify which deliverables are sold this way.

A Per-Run Purchase is a prepaid deliverable, not prepaid credit. It does not add value to any Credit Wallet, is not exchangeable for credits, and is not governed by Section 4A except as 4B.6 provides.

4B.2 Ordering and payment.

(a) Customer creates an order, and the order fixes the subject and the parameters that determine the price.

(b) The price is determined by Yellowhead Digital, server-side, from the order's own recorded parameters. No value submitted by Customer determines what is charged.

(c) Payment is taken in full in advance, either through Stripe Checkout or from the organisation's Credit Wallet balance (4B.6). Section 4 (Payments) and Section 4 (International payments) apply.

(d) An order that is not paid does not entitle Customer to the deliverable, and Yellowhead Digital may cancel an unpaid order.

(e) Where a deliverable is not currently offered for sale, no order may be placed. Nothing in these Terms or in any Schedule obliges Yellowhead Digital to make any particular deliverable available for purchase.

(f) The price of a Per-Run Purchase is the price published at the time the order is placed. A change to a published per-run price takes effect in respect of orders placed after the change and does not affect an order already paid for.

4B.3 Production of the deliverable.

(a) Production begins automatically on confirmation of payment, unless the applicable Schedule provides otherwise. Production runs in the background; Customer is not required to remain connected.

(b) Where production does not complete, Yellowhead Digital's systems may re-attempt it a limited number of times, and Customer may request a re-attempt from the order screen. Automatic and Customer-initiated attempts draw on the same limited allocation of attempts.

(c) Where the allocation is exhausted without a deliverable being produced, the order rests in a failed state and 4B.5 applies.

(d) Each attempt consumes real third-party data and processing costs, which is why the allocation is limited.

4B.4 Refunds — Per-Run Purchases are non-refundable once produced.

Once the deliverable has been produced and made available to Customer, the Per-Run Purchase is non-refundable. A produced deliverable cannot be returned, and Yellowhead Digital does not offer refunds on the basis that Customer did not find the findings useful, expected different findings, disagrees with the analysis, or no longer wants the deliverable.

This is not a limitation on Customer's rights in respect of a deliverable that was never produced — that is 4B.5, and it is a different thing.

4B.5 Where a Per-Run Purchase does not produce a deliverable.

Where Customer has paid for a Per-Run Purchase and no deliverable is produced, Yellowhead Digital will, on notice from Customer at hello@yellowhead.digital, either:

(a) produce the deliverable, at no further charge; or

(b) refund the amount paid, in accordance with 4B.6A.

Yellowhead Digital will elect between (a) and (b) acting reasonably, having regard to whether the cause of the failure is likely to recur. This is Yellowhead Digital's sole obligation where a Per-Run Purchase does not produce a deliverable.

Two things this subsection does not cover:

(i) A deliverable that was produced but that Customer considers inaccurate, incomplete, or wrong. That is addressed by Section 9 (AI-generated content; Third-party data sources) and by the coverage and limitation provisions in the applicable Schedule. A deliverable that discloses the limits of what it measured is a produced deliverable.

(ii) A deliverable Customer cannot use because Customer's own circumstances changed. 4B.4 applies.

4B.6 Paying with credits.

(a) A Per-Run Purchase may be paid either by payment method through Stripe Checkout or from the organisation's Credit Wallet balance, at Customer's election, where the balance covers the amount payable. Section 4A governs the Credit Wallet, including Section 4A.2 (only an organisation owner or administrator may commit the balance) and Section 4A.4 (what credits may be spent on).

(b) Paying from the balance debits the full amount payable at the point of purchase, in one movement, in the same way a payment method would be charged.

(c) The payment method does not change what has been bought. A Per-Run Purchase paid from a balance is subject to 4B.4 and 4B.5 in exactly the same terms as one paid by card. Credits do not make a purchase more refundable, and paying by card does not make it less so.

(d) An insufficient balance does not prevent the purchase — Customer may pay by payment method instead. Yellowhead Digital does not extend credit and does not permit a negative balance.

(e) The Credit Wallet payment route is available for a given deliverable where Yellowhead Digital offers it. Where it is not offered, payment is by payment method. Yellowhead Digital may introduce or withdraw the route for any deliverable; Section 4A.4's provision on removal of a purchase or payment route applies to a withdrawal.

4B.6A How a refund is paid.

Where Yellowhead Digital refunds or re-credits an amount under 4B.5, 4B.7 or a Schedule:

(a) where Customer's organisation holds a Credit Wallet, the amount is credited to it by default, and is then available against any eligible future purchase; where Customer holds no Credit Wallet, the amount is refunded to the original payment method;

(b) Customer may instead request a refund to the original payment method, and Yellowhead Digital will make one where Customer asks for it. Customer does not have to give a reason, and Yellowhead Digital will present this option at the time the refund is offered;

(c) where the original purchase was paid by a payment method and applicable law entitles Customer to a refund to that method, Yellowhead Digital will refund to that method regardless of (a); and

(d) an amount credited to the Credit Wallet under (a) is unspent balance from the date it is credited, and Section 4A.8 governs it from there.

For clarity: crediting the balance is the default because it is faster and keeps the value where Customer can use it, not because it is the limit of what Customer is owed. Where Customer wants the money back, Customer asks and gets it back.

4B.7 Discount codes and promotions.

(a) A discount, promotion, or coupon code applies only where Yellowhead Digital has authorised that code for the deliverable being purchased.

(b) An order that settles below the published price using a code Yellowhead Digital has not authorised for that deliverable will not be fulfilled. Where that occurs, Customer should contact hello@yellowhead.digital; Yellowhead Digital will refund any amount taken (4B.6A) or, at Customer's election and Yellowhead Digital's discretion, fulfil the order at the published price on payment of the difference.

4B.8 Prerequisites.

A Schedule may require Customer to hold a completed Diagnostic report for the subject of the order before a Per-Run Purchase may be placed. Where it does, the requirement is a condition of ordering and is enforced at the point of order rather than after payment.

4B.9 Subject of analysis; Customer responsibility.

Where a Per-Run Purchase analyses a website, domain, or business, Customer is responsible for identifying the subject correctly and warrants that Customer is entitled to commission the analysis. Section 10 (Customer Indemnification) applies in full, including subsection (a). Where the subject is a third party, Schedule B.2, B.7 and B.8 (public-source sourcing; Customer responsibility; individual subjects) apply by analogy.

4B.10 Order records and retention.

Yellowhead Digital retains order records and produced deliverables against Customer's organisation account. Where an order is abandoned before payment, Yellowhead Digital may cancel it and delete any working data associated with it after a reasonable period. Access to produced deliverables ends when Customer's account is terminated or closed (Section 11). Customer should export any deliverable Customer wishes to retain before requesting closure.

5. Data Use Rights — All Tiers

Regardless of your subscription tier, Yellowhead Digital retains the following rights to use data derived from your use of the Service.

(A) Aggregate, anonymised data — external publication. Yellowhead Digital may use aggregate, de-identified data derived from your use of the Service to:

(a) produce industry benchmarking reports and insights; and

(b) produce anonymised case studies and marketing materials.

Aggregate data used under this subsection is irreversibly de-identified and cannot reasonably be linked back to you or your business. We will never identify you, your business, your employees, or your confidential data in any such output.

(B) Identified engagement data — internal service improvement. Yellowhead Digital may use identified data from client engagements — including diagnostic inputs and outputs, engagement notes, and internal analysis — internally to:

(a) improve and develop the Platform, its diagnostic models, and related products;

(b) inform delivery of subsequent engagements; and

Use under this subsection is internal to Yellowhead Digital and is not transferred to third parties beyond the sub-processors identified in the Privacy Policy.

The rights set out in this Section 5 survive termination of your account.

6. Customer Data and Confidentiality

Your data: You retain ownership of the business data, content, and information you provide to us. You grant Yellowhead Digital a limited licence to process that data (a) to deliver the services described in these Terms, and (b) for the purposes set out in Section 5 (Data Use Rights — All Tiers).

Our Platform: Yellowhead Digital retains ownership of the Platform, its diagnostic methodology, scoring system, AI prompting architecture, and all aggregate insights derived from the service.

Deliverables: Service deliverables — including Strategic Assessments, Competitive Reports, Course Correction summaries, Infrastructure Audit Reports, Blueprint Documents, Assist work product, and other written or analytical outputs produced for you — are licensed to you for your internal business use. Yellowhead Digital retains ownership of the underlying methodology, frameworks, scoring system, and reusable templates used to produce them.

Confidentiality for engagements: Assist, Audit, and Architect engagements include mutual confidentiality obligations by default. Each party agrees not to disclose the other's confidential information to third parties without prior written consent. This does not apply to information that is or becomes publicly known through no fault of the receiving party, was lawfully in the receiving party's possession before disclosure, or is required to be disclosed by law or court order.

7. Marketing and Publicity

This Section sets out separate rules for (a) Yellowhead Digital's use of Customer's name and logo, and (b) Customer's use of Yellowhead Digital's name and marks. The rules in each tier-specific subsection apply only to Customers of that tier and do not stack within the SaaS-tier hierarchy — a Pro Tier Customer is governed by the Pro Tier subsection alone, not by the Pro Tier subsection layered on top of the Free and Starter Tier subsection. Cross-category overlap (a SaaS-tier subscription combined with an Order Form or Statement of Work engagement) is addressed separately in the Concurrent triggers paragraph below — in that scenario, the two rights are exercised independently rather than collapsed into a single tier-rule.

Concurrent triggers. Where a Customer is simultaneously a Free, Starter, or Pro Tier SaaS subscriber and has executed an Order Form or Statement of Work (for example, a Pro Tier subscriber who engages a Blueprint, Architect Build, or Infrastructure Audit deliverable): the Enterprise / Agency / Custom Tier subsection governs Yellowhead Digital's use of Customer's name and logo in respect of the engagement covered by the Order Form or SOW (30-day revocation window), and the Free / Starter / Pro Tier subsection governs in respect of Customer's use of the self-serve Service (14-day revocation window). The two rights are exercised independently — revocation under one does not by itself revoke under the other.

Yellowhead Digital's use of Customer name and logo — Free, Starter, and Pro Tier Customers

By using the Service, Free, Starter, and Pro Tier Customers grant Yellowhead Digital a non-exclusive, worldwide, royalty-free licence to use Customer's name and logo to identify Customer as a user of the Service in marketing materials and on the Yellowhead Digital website. Customer may revoke this right at any time by written notice to privacy@yellowhead.digital; revocation takes effect within fourteen (14) days of receipt and operates prospectively only (see Surviving rights, below).

Yellowhead Digital's use of Customer name and logo — Enterprise / Agency / Custom Tier Customers

By using the Service at Enterprise, Agency, or Custom Tier, or by entering into an Order Form or Statement of Work with Yellowhead Digital, Customer grants Yellowhead Digital a non-exclusive, worldwide, royalty-free licence to use Customer's name and logo to identify Customer as a client of Yellowhead Digital in marketing materials and on the Yellowhead Digital website. Customer may revoke this right at any time by written notice to privacy@yellowhead.digital; revocation takes effect within thirty (30) days of receipt and operates prospectively only (see Surviving rights, below).

Neither party may issue a press release, joint or co-authored case study, or other joint public announcement naming the other party without that party's prior written consent. For clarity, this does not restrict Yellowhead Digital's right to publish unilateral marketing materials within the scope of the licence above; any direct quote or specific statement attributed to Customer requires Customer's prior written approval.

Sole-proprietor and individual Customers — all tiers

Where Customer is a sole proprietorship, individual contractor, or other arrangement in which the business and an identifiable individual are substantially the same, additional consent requirements may apply under PIPEDA, GDPR, UK DPA, and equivalent regimes. In such cases, regardless of subscription tier, Yellowhead Digital will not use Customer's name or logo in identified marketing materials without Customer's prior affirmative consent. The Free, Starter, and Pro Tier opt-out licence above does not displace such affirmative-consent requirements.

Surviving rights — all tiers

Marketing materials, case studies, and customer reference lists that have been published, displayed, or distributed by Yellowhead Digital prior to (i) revocation of Customer's consent or licence under this Section 7, or (ii) termination of Customer's account, may be retained and continue to be displayed by Yellowhead Digital. The revocation rights under this Section 7 operate prospectively only — Yellowhead Digital is not required to recall, withdraw, or modify materials already in circulation. Yellowhead Digital will not produce new materials identifying Customer after revocation or termination.

Customer use of Yellowhead Digital's name — all tiers

Customer shall not use Yellowhead Digital's name, logo, trade marks, or any reference to these Terms or to the Service in any publication, marketing material, press release, public statement, or other public disclosure without Yellowhead Digital's prior written consent, except as reasonably required to identify Yellowhead Digital as a vendor in standard procurement or due-diligence processes, or as required by law.

Aggregate anonymised data — all tiers

Regardless of the above, Yellowhead Digital retains the right to use aggregate anonymised data as set out in Section 5. This right applies at all tiers and cannot be withheld.

8. Intellectual Property

Yellowhead Digital owns: The Platform, its code, design, diagnostic methodology, AI prompting architecture, scoring system, and all aggregate or de-identified insights derived from the service.

You own: The business data, content, and information you provide to us, and the final deliverables produced specifically for you under an engagement.

Licence to deliverables: Reports, blueprints, summaries, audit reports, and other written or analytical outputs produced under an Audit, Architect, or Assist engagement are licensed to you on a non-exclusive, non-sublicensable-except-as-expressly-set-out-below basis for your internal business use only. You may not resell, or represent them as your own proprietary methodology. Redistribution to third parties is permitted as expressly set out under Customer redistribution of deliverables below, subject to the obligations there and any further restrictions in the applicable Schedule.

Customer redistribution of deliverables. A Customer at any subscription tier may share, distribute, or integrate a diagnostic report or other deliverable produced for the Customer with a third party — including (i) a business that is the subject of the analysis, (ii) the Customer's professional advisors, or (iii) the Customer's End Client (as defined in Section 3) — as part of the Customer's professional service delivery. The Customer remains the primary licensee under this Section 8.

Where a Customer redistributes a deliverable to a third party:

(a) the recipient may use the deliverable for the recipient's internal business purposes only;

(b) the recipient does not acquire any right to the Yellowhead Digital platform, diagnostic methodology, scoring system, frameworks, reusable templates, or any other Yellowhead Digital intellectual property beyond use of the deliverable itself;

(c) the Customer shall ensure that the recipient is bound by use restrictions no less protective than those in these Terms and the applicable Schedule;

(d) the Customer remains responsible to Yellowhead Digital for any breach of those obligations by the recipient, and any damages or expenses arising therefrom are within the indemnification scope of Section 10;

(e) the Customer shall not represent the deliverable as the Customer's own proprietary methodology or as derived from a methodology other than Yellowhead Digital's; and

(f) the recipient receives the deliverable on a non-reliance basis. The deliverable was prepared for the Customer, for the Customer's purposes, and Yellowhead Digital owes no duty of care and accepts no responsibility to any recipient. Where a deliverable carries a notice to that effect, the Customer shall pass it on intact and shall not remove, obscure, or alter it; where it carries no such notice, the Customer shall tell the recipient in writing that Yellowhead Digital prepared the deliverable for the Customer and that no other person may rely on it. The Customer shall not represent to any recipient that the recipient may rely on the deliverable as against Yellowhead Digital. A recipient acquires a right of reliance only under a written reliance letter signed by Yellowhead Digital, which Yellowhead Digital may give or refuse at its discretion.

This redistribution right is subject to any further restrictions set out in the applicable Schedule. In particular, Schedule B (Competitive Report) imposes a No third-party distribution restriction (Schedule B.6) that overrides the general redistribution right above with respect to Competitive Reports.

Client-organisation infrastructure — Enterprise / Agency / Custom Tier. Enterprise, Agency, and Custom Tier accounts include multi-tenant client-organisation infrastructure — scoping of reports, deliverables, members, and billing within distinct client-organisations under a single account. This infrastructure supports Customers operating at scale as agencies, consultancies, or service providers. The redistribution rights and obligations above apply equally to Customers using this infrastructure and to Customers redistributing on an ad-hoc basis at lower tiers; the tier difference is operational support, not a different licence regime.

9. Disclaimers, Warranties, and Limitation of Liability

Informational purpose. The Platform and any reports, scores, recommendations, or findings produced by it are provided for informational and analytical purposes only. They do not constitute, and are not intended as a substitute for, (i) legal advice; (ii) financial, investment, or tax advice; (iii) regulatory compliance certification; (iv) professional marketing, advertising, or business consultancy advice; or (v) any other form of professional advice. Customer is solely responsible for any decisions made, or not made, on the basis of diagnostic outputs, and should consult appropriate licensed professionals before acting on those outputs in any material way.

AI-generated content. Service outputs — including diagnostic reports, scoring, findings, recommendations, and consulting engagement deliverables (such as Assist, Audit, and Architect outputs) — are produced in part or in whole by large language models and other artificial-intelligence systems. AI-generated outputs may contain factual errors, hallucinated information, outdated data, or analytical inaccuracies. Customer acknowledges that:

(a) AI outputs are produced on a best-efforts basis and are not warranted to be accurate, complete, or up to date;

(b) Customer is responsible for independently verifying any AI-generated finding or deliverable before acting on it; and

(c) Yellowhead Digital's sole obligation in respect of AI errors, where notified, is to investigate and, where reasonably possible, regenerate or revise the affected output.

Third-party data sources. The Service aggregates data from third-party sources (including, without limitation, web scraping services, search engines, social media platforms, business directories, and news aggregators) and processes that data through AI systems. Yellowhead Digital does not control, verify, or warrant the accuracy, completeness, currency, or availability of third-party data. Yellowhead Digital shall not be held liable for any technical failure, downtime, data inaccuracies, or service interruptions caused by such third-party platforms or data providers.

NO WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, OR UNINTERRUPTED OPERATION. YELLOWHEAD DIGITAL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE SUCCESS OF THE SERVICE FOR ANY PURPOSE OR USE. PAST RESULTS ARE IN NO WAY A GUARANTEE OF RESULTS FOR ANY CURRENT OR FUTURE CUSTOMER.

LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YELLOWHEAD DIGITAL'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICE, OR ANY DELIVERABLE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF:

(A) THE FEES PAID BY CUSTOMER TO YELLOWHEAD DIGITAL IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM;

(B) FOR CLAIMS ARISING FROM A SPECIFIC ORDER FORM OR STATEMENT OF WORK, THE TOTAL FEES PAID BY CUSTOMER UNDER THAT ORDER FORM OR STATEMENT OF WORK; OR

EXCLUDED LOSSES. IN NO EVENT SHALL YELLOWHEAD DIGITAL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER OR NOT YELLOWHEAD DIGITAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Mandatory consumer rights. Some jurisdictions do not allow certain liability exclusions or limitations. Where mandatory consumer-protection laws (including without limitation the British Columbia Business Practices and Consumer Protection Act) apply to a Customer, those laws take precedence over the exclusions and limitations in this Section 9 to the extent required by law. The remainder of this Section 9 shall remain in full force and effect.

10. Customer Indemnification

Customer shall indemnify, defend, and hold harmless Yellowhead Digital, Christopher Enns, and their respective successors, assigns, employees, contractors, and agents (each an "Indemnified Party") from and against any and all claims, demands, suits, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and court costs) arising out of or related to:

(a) any business information, URL, domain, content, or data submitted by Customer (or by any third party acting on Customer's behalf, including agency Customers submitting client-organisation information) to the Service, including any third-party claim that such information infringes intellectual property rights, violates privacy rights, or is defamatory or otherwise unlawful;

(b) Customer's violation of any applicable law, regulation, or third-party agreement, including without limitation laws and regulations relating to data protection, privacy, advertising standards, marketing communications, or competition;

(d) Customer's use of, or reliance on, any diagnostic report, deliverable, or output of the Service, including any decision made or not made by Customer on the basis of such output; and

(e) for agency, enterprise, and custom Customers, any claim made by a client-organisation, End Client, end user, or other downstream party in relation to the Customer's use of the Service or distribution of deliverables.

Yellowhead Digital reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Customer, in which event Customer shall cooperate with Yellowhead Digital in asserting any available defences. Customer shall not settle any claim that adversely affects an Indemnified Party without Yellowhead Digital's prior written consent.

11. Termination

By you: You may cancel your subscription at any time. Access continues to the end of the current billing period. To terminate an engagement, provide thirty (30) days written notice per the Order Form.

By us: Yellowhead Digital may suspend or terminate your account immediately for breach of these Terms, misuse of the platform, abusive conduct toward our team, or non-payment (subject to Section 4). We will give reasonable notice where practical.

Effect of termination: Upon termination, your access to the Service ends. Sections that by their nature survive termination shall do so, including without limitation Section 3 (Non-solicitation of personnel, for its stated period), Section 4A (Credit Wallet and Prepaid Credits, in respect of amounts owed, reversed payments, and refund entitlements accrued before termination), Section 4B (Per-Run Purchases, in respect of orders placed and amounts owed before termination), Section 5 (Data Use Rights), Section 6 (Customer Data and Confidentiality), Section 7 (Marketing and Publicity — Surviving rights subsection only, with respect to materials published prior to termination), Section 8 (Intellectual Property), Section 9 (Disclaimers, Warranties, and Limitation of Liability), Section 10 (Customer Indemnification), Section 12 (Disputes), Section 14 (Miscellaneous), and the Schedules to these Terms (including without limitation any indemnification, confidentiality, sourcing-acknowledgement, third-party-distribution, and use-restriction obligations contained therein).

12. Disputes

Governing law. These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law principles.

Preferred resolution. We prefer to resolve disputes informally. Contact us at hello@yellowhead.digital before commencing formal proceedings.

Arbitration. If informal resolution fails, disputes shall be submitted to binding arbitration in British Columbia in accordance with the Arbitration Act (BC), except as provided below. Arbitration shall be conducted by a single arbitrator, in English, with the seat of arbitration in Vancouver, British Columbia.

Small claims. Either party may bring a claim in the applicable small claims court if the claim qualifies.

CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES TO RESOLVE DISPUTES WITH YELLOWHEAD DIGITAL ON AN INDIVIDUAL BASIS AND WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION, CLASS-WIDE ARBITRATION, OR REPRESENTATIVE PROCEEDING.

Consumer carve-out. Where mandatory consumer-protection laws prohibit binding arbitration, class action waivers, or other limitations on consumer claims, this Section 12 shall not apply to those claims to the extent of such prohibition. Such laws include, without limitation:

(a) the British Columbia Business Practices and Consumer Protection Act (SBC 2004, c 2);

(b) Quebec's Consumer Protection Act (CQLR c P-40.1);

(d) Australia's Competition and Consumer Act 2010 (Cth), including Schedule 2 (the Australian Consumer Law); and

(e) applicable consumer-protection regimes within the European Union and its member states, including national implementations of the EU Consumer Rights Directive (2011/83/EU) and the Unfair Terms in Consumer Contracts Directive (93/13/EEC).

Consumers retain all non-waivable rights under applicable law in their jurisdiction.

13. Updates to These Terms

We may update these Terms from time to time.

Material changes. For material changes — including without limitation changes to fees and pricing, dispute resolution mechanisms, liability allocation, data use rights, or the scope of services — we will give you at least thirty (30) days notice by email before the change takes effect.

Non-material changes. For non-material updates — including without limitation entity name changes following a corporate restructure addressed in Section 14, typographical and grammatical corrections, clarifying-language changes that do not alter rights or obligations, and updates to public-facing URLs or document references — we may make changes without advance notice but will post the updated Terms at yellowhead.digital/terms with an updated "Last Updated" date.

Your continued use of the Service after the effective date of updated Terms constitutes acceptance of the changes.

Versions and effective dates. Each version of these Terms states its effective date. Where a material change has been notified but has not yet taken effect, the posted Terms identify both the version in force and the incoming version.

The current version of these Terms is always available at yellowhead.digital/terms.

14. Miscellaneous

Force majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term hereof (except for any obligation to make payment of amounts already due), when and to the extent the failure or delay is caused by or results from acts beyond the affected party's reasonable control. Such events may include, without limitation, natural disasters, explosions, riots, wars, acts of invasion or terrorism, requirements of law, national or regional emergency, widespread internet or infrastructure outage, pandemic, or sustained failure of third-party platforms upon which the Service depends. The affected party shall give the other party prompt written notice of any such event and shall use diligent efforts to resume performance.

Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason, such provision shall be adjusted, rather than voided, to the extent necessary to make it enforceable while preserving the intent of the parties as closely as possible. In any event, the remaining provisions of these Terms shall remain in full force and effect.

Entire agreement. These Terms, together with any Order Form, Statement of Work, the Privacy Policy at yellowhead.digital/privacy, and any Data Processing Agreement referenced herein, constitute the entire agreement between Customer and Yellowhead Digital with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral.

No third-party beneficiaries; non-reliance. These Terms are made between Yellowhead Digital and Customer. Except as set out in this paragraph, no other person — including a client-organisation, an End Client, an end user, or any recipient of a deliverable — acquires any right under these Terms, may enforce any provision of them, or may rely as against Yellowhead Digital on any deliverable, report, score, finding, or recommendation produced under them. Yellowhead Digital's deliverables are prepared for the Customer who commissioned them, for the purpose for which they were commissioned, and Yellowhead Digital assumes no responsibility and owes no duty of care to any other recipient. Two exceptions: (i) Yellowhead Digital's personnel and contractors, and the other Indemnified Parties named in Section 10, may rely on Sections 9 and 10 in their own defence, the parties intending that the benefit of those Sections extend to them; and (ii) a person holding a written reliance letter signed by Yellowhead Digital may rely on the deliverable to the extent that letter provides.

Assignment. Customer may not assign or transfer these Terms or any rights hereunder without Yellowhead Digital's prior written consent. Yellowhead Digital may assign these Terms in connection with a corporate restructure, merger, sale, or transfer of substantially all of its assets, including without limitation the planned restructure to Yellowhead Digital Ltd. Notice of any such assignment will be provided to Customer by email or by posting at yellowhead.digital/terms.

Notices. Notices to Yellowhead Digital under these Terms shall be sent to hello@yellowhead.digital. Notices to Customer shall be sent to the email address associated with Customer's account. Notices are deemed received on the next business day following delivery.

Headings. Headings in these Terms are for convenience of reference only and do not affect interpretation.

Counterparts and electronic signatures. These Terms may be accepted electronically through clickwrap or comparable means. Any such acceptance, including by clicking "I Agree", creating an account, or continued use of the Service after notice of changes, is binding to the same extent as a written signature under the Electronic Transactions Act (British Columbia) and equivalent applicable legislation.

No waiver. No failure or delay by Yellowhead Digital in exercising any right under these Terms shall operate as a waiver of that right. No single or partial exercise of any right shall preclude any further exercise of that right or the exercise of any other right.

Independent relationship. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employer-employee relationship between Yellowhead Digital and Customer. In providing Assist, Audit, Architect, or any other engagement service, Yellowhead Digital acts solely as an independent contractor. Yellowhead Digital is responsible for its own taxes, statutory contributions, insurance, and business compliance obligations, and Customer is not obligated to provide any employment benefits, withholdings, or similar payments to Yellowhead Digital, its personnel, or its contractors.

Schedules

The following Schedules supplement the Terms in respect of specific service deliverables. Each Schedule applies only to the service it addresses, and is read together with the body of these Terms. Where a Customer engages multiple services, each applicable Schedule applies to the corresponding service. In the event of conflict between a Schedule and the body of these Terms, the Schedule governs only in respect of the service it addresses; the remainder of the Terms remain in full force.

Schedule A — Strategic Assessment

A.1 Description. A Strategic Assessment is a paid deliverable consisting of an analytical engagement (typically ~3 hours) and a written assessment document building on the free Diagnostic, addressing prioritisation of identified issues, near-term actions, and quarterly recommendations.

A.2 Sourcing. Strategic Assessments are produced from (i) the Customer's submitted diagnostic inputs and (ii) publicly-sourced data about the Customer's business as defined in the Privacy Policy. Section 9 (AI-generated content; third-party data sources) applies in full.

A.3 Deliverable form. The Strategic Assessment is delivered as a structured report viewable on the Customer's dashboard. Action items identified in the assessment may be promoted to the Customer's account as active workstreams.

A.4 Use. Section 8 (Intellectual Property) applies. The Strategic Assessment is licensed for the Customer's internal business use only and may not be republished, resold, or represented as the Customer's proprietary methodology.

A.5 Payment. Strategic Assessments are payable in full in advance at the point of booking, either by payment method through Stripe Checkout or, where Yellowhead Digital offers that route, from the organisation's Credit Wallet at Customer's election (Section 4A.4). Section 4 (Refunds) governs.

Schedule B — Competitive Report

B.1 Description. A Competitive Report is a paid analytical report about one or more competitors or other third-party businesses ("Subjects") that the Customer identifies for analysis. Competitive Reports are produced as add-ons to a Strategic Assessment or as standalone deliverables.

B.2 Sourcing — public sources only. The Competitive Report is produced using publicly available information about each Subject, including but not limited to the Subject's public-facing websites and social media, news media, public business and corporate registries, and other openly accessible sources. Yellowhead Digital does not access, scrape, or use any non-public, password-protected, or proprietary data belonging to the Subject in producing the Competitive Report. No representation is made that the Subject has consented to or is aware of the analysis.

B.3 No relationship-status disclosure. Yellowhead Digital does not confirm or deny whether any Subject is, has been, or will become a Customer of Yellowhead Digital. The Subject's relationship (if any) with Yellowhead Digital does not affect Yellowhead Digital's willingness or ability to produce a Competitive Report from publicly-sourced data. This subsection restricts Yellowhead Digital's disclosure of relationship status during the production and delivery of a Competitive Report; it does not restrict Yellowhead Digital's right to identify Customers in its own marketing materials under Section 7, including with respect to a Subject who is or has been a Customer of Yellowhead Digital.

B.4 No warranty as to Subject data accuracy. Public-source data may be incomplete, outdated, or inaccurate. Yellowhead Digital warrants only that it has applied reasonable analytical care to the data collected. It does not warrant the accuracy of the underlying public sources or that any Subject's actual operations, infrastructure, or market position correspond to what is publicly observable.

B.5 Permitted use. The Competitive Report is provided to the Customer for internal strategic, competitive, and decision-making purposes only. The Customer may not (a) republish the Competitive Report or any substantial portion of it without Yellowhead Digital's prior written consent; (b) use the Competitive Report to make public statements identifying any Subject in connection with any specific finding without independent verification; or (c) use the Competitive Report in any manner that would constitute defamation, tortious interference with the Subject's business relationships, or any violation of applicable law in the Customer's jurisdiction or the Subject's.

B.6 No third-party distribution. The Customer may not share, transmit, or disclose the Competitive Report (in whole or in substantial part) to any person outside the Customer's organisation without Yellowhead Digital's prior written consent, except to the Customer's professional advisors (legal, accounting, financial) under a duty of confidentiality. Where the Customer shares the Competitive Report with such advisors or with authorised personnel inside the Customer's organisation, the Customer must ensure they are bound by obligations of confidentiality and use no less protective than those in these Terms. The Customer remains responsible for any breach of these obligations by any person to whom the Customer discloses the Competitive Report.

B.7 Customer responsibility; indemnity. The Customer is solely responsible for any decisions made, statements published, or actions taken based on the Competitive Report. In addition to the indemnification in Section 10, the Customer agrees to indemnify and hold the Indemnified Parties harmless from any claims, damages, costs, or expenses (including reasonable legal fees) brought by any Subject or any third party arising from the Customer's use, republication, or disclosure of the Competitive Report, or from any use, republication, or disclosure by any person to whom the Customer provided the Competitive Report.

B.8 Individual subjects. Where a Subject is a sole proprietorship, individual contractor, or other arrangement in which the business and an identifiable individual are substantially the same, additional data-protection obligations may apply (including without limitation PIPEDA, GDPR, and UK DPA). Yellowhead Digital may decline to produce a Competitive Report, or may produce a more limited Competitive Report, in such cases. Yellowhead Digital is not the Customer's legal advisor; the Customer is responsible for obtaining its own advice on the lawfulness of acquiring and using competitive intelligence about an individual subject in the Customer's jurisdiction.

B.9 Notice on deliverable. Each Competitive Report deliverable carries a notice identifying the Customer as the licensed recipient and the sourcing model. Removal or alteration of that notice is a breach of these Terms.

B.10 Payment. Competitive Reports are payable in full in advance at the point of booking, either by payment method through Stripe Checkout or, where Yellowhead Digital offers that route, from the organisation's Credit Wallet at Customer's election (Section 4A.4). Section 4 (Refunds) governs.

Schedule C — Course Correction

C.1 Description. A Course Correction is a short consultation engagement (approximately thirty (30) minutes). The deliverable is the call itself, together with any post-call summary notes that Yellowhead Digital, at its discretion, makes available.

C.2 Bundled inclusions. Where a Course Correction is included as a bundled benefit of a pre-paid commitment plan, the bundled session must be redeemed within the term of the commitment plan and is forfeit on plan termination, downgrade, or expiry.

C.3 Nature of advice. Recommendations made during a Course Correction are advisory and informational only. Section 9 (Disclaimers, Warranties, and Limitation of Liability) applies in full. The Customer should consult appropriate licensed professionals before acting on Course Correction advice in any material way.

C.4 Recording. Yellowhead Digital may record Course Correction calls for internal training, quality, and engagement-record purposes. Recordings are handled subject to the Privacy Policy. The Customer may request in writing that no recording be made of a particular call.

C.5 Cancellation and rescheduling. Cancellation or rescheduling with less than twenty-four (24) hours notice may result in forfeiture of the session. Pre-paid sessions are non-refundable once the scheduled session window has opened.

C.6 Payment. Course Corrections are payable in full in advance at the point of booking, either by payment method through Stripe Checkout or, where Yellowhead Digital offers that route, from the organisation's Credit Wallet at Customer's election (Section 4A.4). Section 4 (Refunds) governs, including in respect of cancellation under C.5.

Schedule D — Infrastructure Audit

D.1 Description. An Infrastructure Audit is a technical audit engagement (five-hour minimum) producing a structured report on the Customer's marketing and analytics infrastructure, including but not limited to tag management (e.g., GTM), analytics configuration (e.g., GA4), advertising-account configuration, schema deployment, consent infrastructure, and related technical surfaces. The systems within scope for a given engagement, and the number of them, are set out in the applicable Order Form.

Reviewing a system within scope means reviewing the system as a whole — how it is configured, who has access to it, what it costs and under what contract, what the Customer has documented about it, and who is accountable for it — and not its configuration alone. Configuration is the deepest part of that review, not the whole of it. The two classes of material beyond system access that this requires are set out in D.2A.

The Audit Report is delivered as a structured report viewable on the Customer's dashboard.

D.1A Not within scope. An Infrastructure Audit reviews the systems within scope. It does not include:

(a) creative briefs, or judgement of creative work — that is Strategic Assessment material;

(b) channel plans, or judgement of why a channel is in the mix — that is Strategic Assessment material;

(c) an interview programme. Accountability for a system is determined from the system's own access and change records and, where no accountable person is recorded, by asking the person who runs it. Interview-led enquiry is the Strategic Assessment's instrument, not the Infrastructure Audit's; and

(d) remediation or implementation work, which is performed under a separate engagement per D.4.

D.2 Customer system access. An Infrastructure Audit typically requires read-only access to one or more Customer-controlled systems. The Customer is responsible for (a) granting such access through the appropriate platform-native mechanisms (e.g., Google account user management, GTM user permissions, advertising-platform user grants); (b) ensuring that the granting of such access does not breach the Customer's obligations to any third party, including platform terms of service, employer policies, or End Client agreements; and (c) revoking such access following the conclusion of the Audit, or notifying Yellowhead Digital to do so.

D.2A Customer-supplied documents and commercial records. In addition to the system access described in D.2, an Infrastructure Audit draws on two classes of material supplied by the Customer in respect of the systems within scope:

(a) Commercial records — the contract, renewal date, plan tier, and cost for each system within scope; and

(b) Documentation — what the Customer has written down about how each system within scope is intended to work.

The following apply to that material:

(i) How it is supplied. Customer supplies this material at or after the commencement of the engagement (including at any kickoff session), by link or by whatever means Customer prefers. Yellowhead Digital does not operate a document upload facility; material shared by link is read by a person, and is not retrieved or stored automatically by the Platform. What that person reads, notes, or excerpts is handled as engagement working papers under the Privacy Policy, including its retention periods and the service providers identified there.

(ii) The supply rule. Yellowhead Digital reviews the material the Customer supplies. Yellowhead Digital does not pursue material the Customer does not supply. Material not supplied is recorded in the Audit Report as a limitation on the scope of the review.

(iii) No negotiation, no legal advice. Yellowhead Digital records what a commercial record states on its face — the counterparty, the plan or tier, the cost, the term, and the renewal or notice date — and reports what it observes. Yellowhead Digital does not draft, revise, or settle any contract; does not advise on the meaning, effect, validity, or enforceability of any provision; does not negotiate with any vendor or other counterparty on the Customer's behalf; and gives no legal opinion or legal advice. Yellowhead Digital is not a law firm, and no person performing an Infrastructure Audit acts as the Customer's lawyer. Nothing in an Audit Report is legal advice, and the Customer should obtain advice from a qualified lawyer before acting on any contractual matter recorded in it. Section 9 applies in full.

(iv) Material belonging to a third party. Where material supplied under this D.2A belongs to a third party — including an End Client of the Customer — the Order Form terms applicable to engagements undertaken for an End Client apply in addition to this D.2A, and Sections 10(a) and 10(b) apply in any event.

D.3 Scope of access. Yellowhead Digital will access Customer systems only to the extent reasonably necessary to perform the Audit. Yellowhead Digital will not (i) modify Customer system configurations without the Customer's prior consent; (ii) export bulk personal data from Customer systems; (iii) retain credentials beyond the Audit window; or (iv) use access granted for one Audit to perform any other engagement.

D.4 Findings and remediation. The Audit Report contains findings, severity ratings, and remediation recommendations. The decision to implement any remediation rests with the Customer. Where Yellowhead Digital is engaged to perform remediation work, that work is performed under a separate engagement (typically Schedule E Blueprint, Schedule G Architect Operations — Build or Monitoring / Orchestration Retainer, or Schedule F Assist) and is governed by the applicable Schedule and Order Form or Statement of Work.

D.5 Sourcing. The Audit Report is produced from data observed in Customer systems during the Audit window, from the documents and commercial records supplied by Customer under D.2A, and from publicly-available data about the Customer's business. Section 9 (Disclaimers — AI-generated content; third-party data) applies in full. Yellowhead Digital does not independently verify material supplied by Customer under D.2A and reports it as supplied.

D.6 Use. The Audit Report is licensed to the Customer for internal business use per Section 8, and may be redistributed as Section 8 (Customer redistribution of deliverables) permits, including to the Customer's End Client on the conditions set out there. In addition, the Customer may share the Audit Report with professional advisors under a duty of confidentiality. The Customer may not republish, resell, or represent the Audit Report as the Customer's proprietary methodology without Yellowhead Digital's prior written consent.

D.7 Payment. Unless otherwise specified in the applicable Order Form: (a) Lean and Standard engagements are payable in full at booking via Stripe Checkout; (b) Comprehensive engagements require a USD $300 Discovery deposit at booking, and the quoted engagement fee less the deposit is invoiced on acceptance of the scoping quote; (c) an Order Form may instead provide for 50% on engagement commencement and 50% on delivery of the Audit Report. A booking paid via Stripe Checkout is an order under these Terms, including this Schedule D. Yellowhead Digital confirms scope in an Order Form before fieldwork commences, and that Order Form governs the engagement from its acceptance. Section 4 (Refunds) governs.

Schedule E — Blueprint

E.1 Description. A Blueprint engagement is a scoped Architect-stream deliverable producing a structured implementation specification (the "Blueprint Document") covering intent, constraint envelope, current and target state, stack decisions, integration architecture, data flow, AI layer specification, implementation sequence, success criteria, ownership map, and change protocol. This Schedule governs the Blueprint Document deliverable only. Subsequent build, configuration, and implementation work (Architect Build) and ongoing monitoring or orchestration retainers (Architect Retainer) are governed by Schedule G (Architect Operations).

E.2 Order Form or Statement of Work required. Each Blueprint engagement is governed by an applicable Order Form or Statement of Work signed by both parties prior to commencement, setting out scope, deliverable structure, schedule, fee, and any deviations from this Schedule. In the event of conflict between this Schedule and a Blueprint Order Form or Statement of Work, the Order Form or Statement of Work governs.

E.3 Sign-off required before build. The Blueprint Document is the brief for any subsequent build, configuration, or implementation work performed by Yellowhead Digital. Customer review and written sign-off of the Blueprint Document is required before any build phase commences. Sign-off may be provided by email confirmation from a person with authority to bind the Customer.

E.4 Change protocol. Material changes to the Blueprint Document during or after sign-off shall be documented in writing and accepted by both parties before any affected build work commences. Undocumented changes are not deemed to alter the agreed scope.

E.5 Licence. The Blueprint Document is licensed to the Customer for internal business use per Section 8. Yellowhead Digital retains ownership of the methodology, frameworks, structural templates, and reusable patterns used to produce it.

E.6 Payment. Unless otherwise specified in the applicable Order Form, Blueprint engagements are payable 50% on Order Form signature and 50% on delivery of the Blueprint Document for Customer review. Larger or multi-phase Blueprint engagements may instead be invoiced in milestone instalments as set out in the applicable Order Form. Section 4 (Refunds) governs.

Schedule F — Assist (Advisory, Hands-On)

F.1 Description. Assist engagements are scoped consulting and tactical-execution services delivered under one of the following modes:

(a) Advisory — strategic, analytical, and decision-support guidance, delivered through calls, written notes, asynchronous review, and similar means; and

(b) Hands-On — implementation, configuration, and operational work performed by Yellowhead Digital personnel within Customer systems or on Customer-controlled assets.

Advisory and Hands-On are an internal billing-rate distinction recorded on the Order Form, not a separate product line. Both may apply within the same engagement, with time logged per task at the applicable rate.

Ongoing Monitoring / Orchestration retainers are an Architect-stream product governed by Schedule G (Architect Operations); they are not within the scope of this Schedule.

F.2 Order Form required. Each Assist engagement is governed by an applicable Order Form (or Statement of Work for engagements that benefit from a more structured scope) setting out scope, applicable hourly rate(s), block size and refresh threshold, and termination terms. In the event of conflict between this Schedule and an Assist Order Form, the Order Form governs.

F.3 Customer system access (Hands-On mode). Hands-On Assist may involve access to Customer-controlled systems. Schedule D.2 and D.3 (Customer System Access; Scope of Access) apply, adapted for the ongoing nature of the engagement: access is granted for the term of the engagement, revoked on termination, and used only for the scoped engagement work.

F.4 Authority to act. Where Hands-On Assist involves changes to Customer systems, advertising platforms, or financial commitments, the Customer warrants that the personnel granting access and authorising such changes have the authority to do so. The Customer indemnifies the Indemnified Parties against any internal or third-party claim that such authority was lacking.

F.5 Billing. Assist engagements are billed via pre-paid hour blocks purchased in advance, with hours drawn down against the block and the block refreshed when the balance falls below a threshold specified in the Order Form (default: refresh when the balance falls below two (2) hours). Monthly-in-arrears billing is available by exception for established Customers with prior payment history, where expressly set out in the Order Form. Pre-paid hour blocks remain available for the period set out in Section 4 (Refunds). Section 4 (Payment Terms) governs invoice due dates, late payment, refunds, and cancellation.

F.6 Scope discipline. Work outside the scope of the applicable Order Form requires written agreement (email is sufficient) before commencement. Yellowhead Digital may decline to perform out-of-scope work, or may offer it under a scope variation or fresh Order Form.

F.7 Recording and working notes. Assist calls may be recorded for internal use per the Privacy Policy and Schedule C.4 (Recording). Working notes, captures, and operational artefacts maintained by Yellowhead Digital in the course of the engagement are internal to Yellowhead Digital and do not form part of the deliverable unless expressly transferred under the Order Form.

F.8 No employment relationship. Section 14 (Independent relationship) applies. The Customer shall not direct individual Yellowhead Digital personnel, and Yellowhead Digital remains responsible for staffing, supervision, and execution of the engagement.

Schedule G — Architect Operations (Build, Monitoring / Orchestration Retainer)

G.1 Description. Architect Operations engagements are Architect-stream deliverables executed post-Blueprint (or stand-alone where no Blueprint is required) under one of the following modes:

(a) Build — one-time implementation of an architecture specified by a Yellowhead Digital Blueprint Document or by the Customer's own specification. Deliverables include configured systems, deployed infrastructure, code or platform-native artefacts, and operational documentation.

(b) Monitoring / Orchestration Retainer — recurring monthly delivery of pre-defined modules providing ongoing accountability of built systems. Modules are drawn from the Architect playbook (cross-reference AR-NN module catalogue in the applicable Order Form).

G.2 Order Form or Statement of Work required. Each Architect Operations engagement is governed by an applicable Order Form or Statement of Work (Build engagements typically use a Statement of Work; Retainer engagements typically use an Order Form). The applicable document sets out scope, deliverable structure, schedule, fee, billing cadence, module set (where applicable), and termination terms. In the event of conflict between this Schedule and an Architect Operations Order Form or Statement of Work, the Order Form or Statement of Work governs.

G.3 Customer system access. Architect Operations engagements involve access to Customer-controlled systems (read, edit, or admin as appropriate to the engagement). Schedule D.2 and D.3 (Customer System Access; Scope of Access) apply, adapted for the engagement type: for Build, access is granted for the build phase and the post-build support window (G.7), and revoked or transitioned to read-only at engagement closure; for Retainer, access is granted for the term of the retainer, revoked or transitioned to read-only on termination, and used only for the scoped module set and any expressly agreed overage work.

G.4 Authority to act. Where an Architect Operations engagement involves changes to Customer systems, advertising platforms, or financial commitments, the Customer warrants that the personnel granting access and authorising such changes have the authority to do so. The Customer indemnifies the Indemnified Parties against any internal or third-party claim that such authority was lacking.

G.5 Billing. Build engagements are billed in milestone instalments as set out in the applicable Statement of Work (default: 50% on signature and 50% on Customer acceptance of final delivery for engagements at or below US$15,000; 30% on signature, 30% on internal QA complete or draft handoff, and 40% on Customer acceptance for larger or multi-phase engagements). Retainer engagements are billed monthly in advance. Section 4 (Payment Terms) governs invoice due dates, late payment, refunds, and cancellation. Hours included within a Retainer's monthly window do not carry forward unless expressly provided in the applicable Order Form. Work outside the Retainer's included scope is handled per G.6 (Scope discipline) — billed as overage at the hourly rate specified in the Retainer Order Form, performed under a separate Assist Order Form (Hourly), or declined.

G.6 Scope discipline. Work outside the scope of the applicable Order Form or Statement of Work requires written agreement (email is sufficient) before commencement. Yellowhead Digital may decline to perform out-of-scope work, may invoice it as overage at the applicable hourly rate (for Retainer engagements), or may offer it under a scope variation or fresh Order Form or Statement of Work.

G.7 Handoff, knowledge transfer, and post-build support (Build engagements). For Build engagements, on Customer acceptance of final delivery, Yellowhead Digital will provide operational documentation, one knowledge-transfer session of the duration set out in the applicable Statement of Work (default: sixty (60) minutes), and source artefacts (configuration exports, code repositories, or platform-native exports) sufficient to allow Customer to maintain the Build independently. For the period set out in the applicable Statement of Work (default: thirty (30) days) immediately following Customer acceptance, Yellowhead Digital will correct defects in the Build's conformance to the agreed scope and acceptance criteria at no additional fee. This post-build support window covers bug fixes addressing non-conformance with the acceptance criteria, configuration adjustments where the Build does not perform as specified, and one round of clarification on the operational documentation. It does not cover new features, scope additions, failures caused by Customer or third-party changes to upstream or downstream systems, or training beyond the original knowledge-transfer session. After the post-build support window ends, ongoing support is available via either a separate Architect Retainer Order Form (Monitoring / Orchestration) for standing accountability of the built system, or an Assist Order Form (Hourly) for ad-hoc tactical work.

G.8 Working notes, build artefacts, and ownership. Working notes, captures, and operational artefacts maintained by Yellowhead Digital in the course of an Architect Operations engagement are internal to Yellowhead Digital unless (a) expressly transferred under the Order Form or Statement of Work as a Build deliverable, or (b) constituting documentation explicitly within the engagement's deliverable scope. Build artefacts forming part of the agreed deliverable (configurations, code, schemas, operational documentation) transfer to the Customer on payment and acceptance per the applicable Statement of Work, licensed for the Customer's internal business use per Section 8. Yellowhead Digital retains ownership of the methodology, frameworks, structural templates, and reusable patterns used to produce the Build artefacts.

G.9 No employment relationship. Section 14 (Independent relationship) applies. The Customer shall not direct individual Yellowhead Digital personnel, and Yellowhead Digital remains responsible for staffing, supervision, and execution of the engagement.

Schedule H — Citation Scan

H.1 Description. A Citation Scan is a Per-Run Purchase that measures whether, and how often, a nominated domain is cited in answers produced by a set of AI answer engines and search surfaces, in response to a set of buying-intent questions in a nominated category. The deliverable is a structured matrix on Customer's dashboard showing, per question and per engine, which domains were cited, together with a competitor share ranking and a disclosed coverage figure.

H.2 Prerequisite. A Citation Scan may be ordered only where Customer's organisation holds a completed Diagnostic report for the subject domain. Section 4B.8 applies.

H.3 What is measured, and what "coverage" means. The scan puts each question to each engine and records what each engine returned. Not every question-and-engine combination returns a usable answer — an engine may decline, fail, time out, or return an answer citing nothing.

Accordingly:

(a) the deliverable discloses a coverage figure: how many combinations returned a usable answer, out of how many were attempted;

(b) share figures are computed over the combinations that returned an answer, not over the total attempted. A combination that returned no answer is excluded from the denominator; it is not counted as a zero score against Customer or against any competitor; and

(c) Yellowhead Digital does not represent that every attempted combination will return a usable answer, and makes no commitment as to the coverage figure any particular scan will achieve.

Customer should read any share figure together with the coverage figure published beside it. Section 9 (Third-party data sources) applies: the engines are third-party systems whose availability, behaviour and answers are outside Yellowhead Digital's control and vary between runs.

H.4 Variability between runs. Answer engines are non-deterministic. Two scans of the same subject, in the same category, on the same day may return different results. Yellowhead Digital does not warrant reproducibility of any individual result, and a difference between two scans is not evidence of an error in either.

H.5 Production and re-attempts. Section 4B.3 applies. Production begins automatically on payment. Where a scan does not complete, it may be re-attempted, and automatic and Customer-initiated attempts draw on the same allocation.

A scan that completes but does not reach Yellowhead Digital's minimum measurement depth is not treated as a produced deliverable: the order is returned for re-attempt rather than completed. Yellowhead Digital would rather deliver nothing than deliver a matrix too thin to support the analysis.

H.6 Comparison between scans. Where Customer's organisation has more than one completed Citation Scan for the same subject domain and the same category, the deliverable includes a comparison against the previous such scan. Comparison is included with the purchase and is not a subscription-tier feature.

Because coverage varies between runs, every comparison publishes the coverage figure for both scans. A change in a share figure between two scans may reflect a change in citations, a change in coverage, or both.

H.7 Refunds. Section 4B.4 applies: a Citation Scan is non-refundable once the matrix has been produced. Section 4B.5 governs an order that produces no matrix.

For clarity, a scan that produces a matrix with lower coverage than Customer hoped for is a produced deliverable under 4B.4, not a failure under 4B.5. The coverage disclosure is part of the deliverable, not a defect in it.

H.8 Use. Section 8 (Intellectual Property) applies. The deliverable is licensed for Customer's internal business use. Where the deliverable names third-party domains as competitors or as cited sources, Schedule B.5 (Permitted use) and B.7 (Customer responsibility; indemnity) apply by analogy: Customer may not use the deliverable to make public statements about a named third party without independent verification.

H.9 Payment. Citation Scans are payable in full in advance at the published price, either by payment method through Stripe Checkout or from the organisation's Credit Wallet balance at Customer's election (4B.6, including 4B.6(e)). Sections 4, 4A and 4B govern.

Schedule I — Crawlability Scan

I.1 Description. A Crawlability Scan is a Per-Run Purchase that examines a nominated set of URLs on a website and reports how they behave for automated crawlers and AI agents — including HTTP status and redirect behaviour, canonical and structured-data signals, sitemap reconciliation, per-path crawler permissions, and what selected pages return when requested under different crawler identities.

I.2 Two stages, and only the second is paid.

(a) Free stage — inventory and review. Customer submits a domain; Yellowhead Digital reads the site's sitemap documents and robots.txt, builds an inventory of the URLs listed there, and presents a review screen with a limited set of findings derivable from the inventory alone. This stage does not fetch any of the listed pages. It is free, subject to rate limits, and carries no obligation to purchase.

(b) Paid stage — the crawl. Customer approves a set of URLs from the inventory and pays. Only then does Yellowhead Digital fetch the approved URLs.

I.3 Prerequisite. A Crawlability Scan may be ordered only where Customer's organisation holds a completed Diagnostic report for the subject domain. Section 4B.8 applies.

I.4 Banded pricing.

(a) The price is determined by a band based on the number of URLs Customer approves, resolved server-side at checkout from the approved set. Bands are published.

(b) An approved set larger than the largest published band cannot be ordered. It is refused; it is not rounded up, and the list is not silently truncated. Customer may approve a smaller set.

(c) There is no top-up between bands. A completed scan in one band cannot be extended into a larger band by paying a difference. A larger scan is a new order.

(d) The band is fixed at checkout from the set approved at that time. Changing the approved set after payment is not possible.

I.5 The free stage is time-limited. An order left in the free stage without proceeding to payment may be cancelled after a reasonable period, and the URL inventory and approved set associated with it deleted. Customer may begin again at no charge. Yellowhead Digital does not retain abandoned inventories indefinitely.

I.6 Coverage — Yellowhead Digital does not promise to measure every approved URL.

This subsection is material and Customer should read it before purchasing.

(a) Yellowhead Digital crawls politely and stops when asked to. Where the subject host signals that it is refusing or struggling — by rate-limiting, by returning a service error, or by presenting an automated-traffic block — the run stops, and is not retried against that host in that run.

(b) URLs not reached are reported as "not measured", with a reason. They are not reported as broken, as failing, or as findings about the site. An unmeasured URL produces no finding of any kind.

(c) Accordingly, a completed Crawlability Scan may cover fewer URLs than Customer approved and paid for, and Yellowhead Digital does not warrant that any particular proportion of the approved set will be measured.

(d) Where a page returns a status other than a definitive "gone" response — for example a timeout, a refusal, or a rate-limit response — that status is recorded and reported but not scored against the site. Only a definitive not-found or gone response is reported as a broken page.

(e) These behaviours are deliberate and are a condition of Yellowhead Digital operating a crawler responsibly against hosts it does not own. They are not defects, and they are not grounds for a refund under 4B.4.

I.7 Sampling, and what is published about it. Some checks — in particular what a page returns when requested under different crawler identities — are performed on a sample of the approved set rather than on every URL, grouped by page template. The deliverable publishes which URLs were sampled, how many template groups were identified, how many were sampled, and which were not reached. Customer should read any sampled finding as a statement about the sampled pages and their template group, not as a statement about every page in the group.

I.8 Concurrency and pacing. Yellowhead Digital runs at most one Crawlability Scan against a given host at a time, across all Customers, and limits how many runs it will make against a host in a day. An order may therefore wait before running, and may be refused if the daily limit for that host is reached. A refusal of that kind does not consume one of the order's attempts, and Customer may run the order later.

I.9 Production and re-attempts. Section 4B.3 applies, subject to I.8.

I.10 Refunds. Section 4B.4 applies: a Crawlability Scan is non-refundable once the crawl has run and results have been produced. Section 4B.5 governs an order where no crawl produces any results.

Materially incomplete coverage. Where a Crawlability Scan completes having measured less than fifty per cent (50%) of the URLs Customer approved, as stated on the completed order, Customer may, on notice within thirty (30) days, elect either a single re-run of the same order at no further charge or a refund of the amount paid (4B.6A). Coverage below that level is uncommon and generally indicates that the subject host refused automated access; a re-run may not improve it, and Customer may prefer the refund.

Above that level, I.6(e) applies and the scan is a produced deliverable.

I.11 Repeat scans. Where Customer orders a further Crawlability Scan of a subject previously scanned, Customer may — where Yellowhead Digital offers the option — request the same sample as the previous scan, so that the two are comparable. Where a previously sampled URL is no longer listed in the sitemap or no longer resolves, it is reported as missing or dead; it is not silently replaced with a different page.

I.12 Use. Section 8 applies. The deliverable is licensed for Customer's internal business use.

I.13 Subject of analysis. Section 4B.9 applies. Customer is responsible for the choice of subject domain and warrants entitlement to commission a crawl of it. Yellowhead Digital may decline or stop any scan.

I.14 Payment. Crawlability Scans are payable in full in advance at the published band price, either by payment method through Stripe Checkout or from the organisation's Credit Wallet balance at Customer's election (4B.6, including 4B.6(e)). Sections 4, 4A and 4B govern.

The free stage (I.2(a)) is free by either route — nothing is charged, and no balance is debited, before Customer approves a URL set and proceeds to payment.

Schedule J — Outreach Rehearsal

J.1 Description. Outreach Rehearsal is a practice environment for cold outreach messages. Customer drafts a message against a simulated recipient seat, and receives (a) a structured critique of the draft against a published rubric, (b) a simulated reply in character — which may be silence — and (c) a pre-flight checklist keyed to the jurisdiction Customer nominates for the recipient.

J.2 Outreach Rehearsal sends nothing. It does not send email, does not contact any person, does not maintain a suppression list, and does not verify any address. Every output is a practice artefact produced for Customer. Customer alone sends, and Customer alone is responsible for anything Customer sends.

J.3 It is not legal advice, and it does not tell Customer whether a message is lawful.

This subsection is material.

(a) The critique produces findings, with citations to statutes and to regulator guidance. It does not produce a verdict, a certification, or a conclusion that any message is compliant, lawful, or permitted. Yellowhead Digital does not use the word "compliant" about Customer's message and Customer should not read any output as saying it.

(b) Section 9 (Informational purpose) applies in full: outputs are not legal advice and are not a substitute for it. Anti-spam and marketing law is jurisdiction-specific and fact-specific. Customer should take advice from a qualified lawyer before running an outreach programme.

(c) The readiness indicator is advisory. It shows a state; it does not authorise anything, does not gate anything, and is not a representation that a message may lawfully be sent.

(d) The pre-flight checklist records Customer's own attestations. Yellowhead Digital does not verify them. Where the critique reports on a matter that can be read out of the words of the draft, it reports what it found in the draft as findings with their citations — it does not, and cannot, verify that a stated address is current, that an opt-out mechanism works, that a list was checked, or that a lawful basis exists. No attestation is ever ticked on Customer's behalf.

(e) The rubric is deliberately written tighter than the underlying law, so a draft may be flagged where no legal issue in fact arises. Where the rubric and the law disagree, the law governs. A clean critique is not an assurance of anything.

J.4 Simulated recipients are seats, not people.

(a) A simulated recipient is a role at an organisation — chosen from a closed catalogue of seats maintained by Yellowhead Digital — and never a named individual. There is no field for a person's name and Customer may not use the feature to simulate, impersonate, or profile an identifiable individual.

(b) Customer may supply characteristics describing the seat. Customer must not enter personal data about an identifiable individual, including a name, an email address, a profile URL, or any other identifier. Yellowhead Digital screens for some identifiers but that screening is a safeguard, not a guarantee, and does not transfer responsibility.

(c) Customer acknowledges that a seat combined with an organisation may in practice identify a person, and Customer remains responsible for its own obligations under applicable data-protection law in respect of anything Customer enters.

J.5 What Outreach Rehearsal uses to prepare a session. A session is prepared from exactly two sources: Customer's own Diagnostic report for Customer's own business, and a fresh scan of the public web presence of the target organisation Customer nominates, together with what Customer types. Yellowhead Digital does not enrich a session with information it holds about the target from any other source, and does not disclose whether any target is or is not a Yellowhead Digital customer. Schedule B.3 (No relationship-status disclosure) applies by analogy.

J.6 Availability and plan requirement. Outreach Rehearsal is available on the Pro plan and above. Where Customer's plan ceases to meet that requirement:

(a) Customer may no longer create new sessions, new simulated recipients, or new critiques; and

(b) Customer retains access to, and may delete, the practice material Customer has already created. Yellowhead Digital does not put a paywall in front of Customer's own history or in front of Customer's ability to delete what Customer entered.

J.7 Session allowance, and what a session is.

(a) The unit is the session. Each plan includes a number of sessions per calendar month, published on the pricing page. Everything inside a session — drafts, critiques, simulated replies, and the readiness view — is included at no additional charge and is not separately metered.

(b) The allowance is pooled across Customer's organisation, not per user, and resets at the start of each calendar month (UTC).

(c) Unused sessions do not carry forward. Section 4 (Cancellation) applies: Yellowhead Digital does not provide refunds or credit for unused allowance.

(d) Archiving a session does not return it to the allowance. Archiving is a Customer-controlled action and a returnable allowance would be an unlimited one.

(e) Yellowhead Digital applies a limit on the number of critique rounds within a single session. That limit is a cost control and is not a charging surface.

J.8 Sessions above the allowance.

Where Yellowhead Digital offers it, an organisation that has used its monthly session allowance may run a further session by paying for it from the organisation's Credit Wallet. Where that facility is offered:

(a) Section 4A governs the Credit Wallet, including 4A.2 (only an organisation owner or administrator may commit the balance) and 4A.5 (a run does not proceed if the balance does not cover it);

(b) a session paid for in this way does not consume an allowance slot — it was paid for in cash; and

(c) a session paid for above the allowance is non-refundable once the session has been created. Section 4A.13 governs a charge taken where no session is created.

An above-allowance session is a metered charge, not a Per-Run Purchase, and is paid from the Credit Wallet only. It is not separately purchasable by card. That is not an exception to "credits pay for anything except your plan" — that rule widens what a balance may buy; it does not require a card route to exist for every metered charge.

Where Customer is charged for a session that is not then created, Customer should retry using the same session request. A retry of the same request does not charge again. Starting a new request does charge again. Yellowhead Digital's interfaces state this at the point it matters.

J.9 Prohibited use. In addition to Section 3 (Prohibited use), Customer must not use Outreach Rehearsal:

(a) to draft, test, or refine messages Customer intends to send unlawfully, including without limitation in breach of Canada's Anti-Spam Legislation, the CAN-SPAM Act of 2003, or any equivalent regime applicable to Customer or to Customer's recipients;

(b) to simulate, impersonate, or profile an identifiable individual (J.4); or

(c) to represent to any third party that a message has been reviewed, approved, certified, or cleared by Yellowhead Digital. No output of Outreach Rehearsal may be represented as a Yellowhead Digital approval of a message.

J.10 Channel and jurisdiction coverage. Outreach Rehearsal supports the channels and recipient jurisdictions Yellowhead Digital publishes from time to time. A jurisdiction that is not offered is not covered, and Customer must not treat a session conducted under one jurisdiction profile as saying anything about another. Yellowhead Digital may add or withdraw a channel or a jurisdiction at any time.

J.11 Use and ownership. Section 8 applies. Customer's drafts and the characteristics Customer enters are Customer's data under Section 6. Rubrics, seat catalogues, finding registries, simulation logic and prompt architecture are Yellowhead Digital's intellectual property under Section 8 and may not be extracted, reproduced, or used to build a competing capability (Section 3, Prohibited use).

J.12 Disclaimers. Sections 9 and 10 apply in full. The simulated reply is generated by an AI system and is not evidence of how any real recipient would respond. Response likelihoods are modelling assumptions chosen by Yellowhead Digital, not measurements of real-world outcomes, and Yellowhead Digital makes no representation about the performance of any outreach programme.

Yellowhead Digital

https://yellowhead.digital hello@yellowhead.digital