105 terms and counting
Legal glossary
Plain-language definitions for the corporate, commercial, and advertising law terms that come up most for Canadian founders, creators, and growing businesses. Don’t see a term you’re looking for? Get in touch.
A
5 terms- Acceptable Use Policy (AUP)
- Rules for how users may use a platform. A section of a website or app's Terms of Use that sets out prohibited conduct, such as harassment, hate speech, fraud, scraping, reverse engineering, or illegal activity. An AUP helps digital businesses define boundaries for user behaviour and supports enforcement actions like content removal, account suspension, or termination.
- Ad Standards (Canada)
- Advertising regulator. Canada's self-regulatory advertising body. It administers the Canadian Code of Advertising Standards and issues guidance on influencer marketing, testimonials, environmental claims and other ad practices. Many Canadian social media campaigns are reviewed against Ad Standards guidance in addition to the Competition Act.
- Administrative Monetary Penalties (AMPs)
- Enforcement outcome. Civil monetary penalties that can be ordered under the Competition Act and certain other statutes when advertising or digital marketing laws are violated. In serious misleading advertising cases, AMPs for corporations can reach into the millions of dollars.
- Algorithm (Social Media)
- How platforms rank content. The automated systems social media platforms use to decide which posts, videos or ads to show to which users. Algorithms consider signals like engagement, watch time, click-through rate, relevancy and past behaviour, and can have a major impact on the reach of influencer content.
- Astroturfing
- Fake grassroots reviews. Fake “grassroots” reviews or endorsements that are secretly created or controlled by a brand or agency. Examples include paying for fake five-star reviews, using employees to review products without disclosing their role, or running a “review for reward” campaign without transparency. Astroturfing can breach the Competition Act and Ad Standards guidance.
B
5 terms- Brand Ambassador
- Ongoing influencer relationship. An influencer or creator who has an ongoing relationship with a brand, often posting multiple times over a longer period in exchange for fees, product or both. Brand ambassador deals should be documented in an influencer agreement with clear deliverables, usage rights, non-competes and disclosure requirements.
- Branded Content
- Paid or sponsored content. Social media content that features or is influenced by a business in exchange for money, free product, discounts or another benefit. Platforms like Instagram, TikTok and Facebook require branded content tools or “paid partnership” tags, and Canadian law requires clear disclosure of material connections.
- Brand Guidelines
- Rules for how a brand shows up. A document that sets out how a brand's name, logo, colours, fonts, tone of voice and disclaimers should be used. For influencers and agencies, brand guidelines help keep posts consistent with the brand's image while still complying with platform rules and advertising law.
- Browsewrap Agreement
- Passive acceptance of online terms. A type of online agreement where terms are posted via a link (often in a footer) and users are deemed to accept them by using the website or app. In Canada, browsewrap agreements are generally harder to enforce than clickwrap agreements, especially where users are not clearly directed to the terms.
- Bridge note
- Short-term funding between rounds. A convertible note used to give a company runway between two priced financing rounds, typically issued to existing investors ahead of an anticipated raise. It's called a “bridge” because it's meant to carry the company over a gap, not to serve as a company's primary source of capital.
C
13 terms- Cap Table
- Who owns what, and how much. A record of a company's ownership: who holds shares or options, how much, and what percentage of the company each stake represents. Investors review this closely during fundraising and diligence, and a messy or undocumented cap table is a common red flag.
- Call-to-Action (CTA)
- What you ask users to do. The prompt that tells users what to do next, such as “Book now,” “Sign up,” “Enter the giveaway” or “Use code [NAME].” CTAs in Canadian social media posts should be clear, not misleading and matched to the actual legal terms of the offer.
- CASL (Canada's Anti-Spam Legislation)
- Email, SMS & DM rules. Federal legislation that regulates commercial electronic messages (CEMs). CASL covers email, SMS, some social media direct messages and certain automated outreach. It generally requires consent, sender identification and an unsubscribe mechanism, and carries significant penalties for non-compliance.
- Clickwrap Agreement
- Active acceptance of online terms. An online agreement that requires users to actively agree to terms, usually by clicking an “I agree” checkbox during sign-up or checkout. Clickwrap agreements are the preferred and most enforceable method for accepting Terms of Service in Canadian apps and software platforms.
- Commercial Electronic Message (CEM)
- CASL term. An electronic message that encourages participation in a commercial activity, such as promoting a product, service or brand. Under CASL, most CEMs sent to electronic addresses (including some social media inboxes) require consent and must include an unsubscribe option and required identification details.
- Click-Through Rate (CTR)
- Measure of clicks vs. impressions. A performance metric that compares how many people saw a link (for example, in an ad or Story) to how many actually clicked it. CTR is commonly used in paid ads, but high-pressure or deceptive tactics to increase clicks can raise misleading advertising issues.
- Competition Act (Canada)
- Key misleading advertising law. Canada's primary federal competition and misleading advertising statute. It prohibits false or misleading claims, unsubstantiated performance claims, deceptive marketing practices and certain types of drip pricing. It applies to social media ads, sponsored posts, websites, funnels and other digital marketing.
- Community Guidelines
- Behaviour rules for online communities. Plain-language rules that set expectations for user behaviour on a platform, especially where users can message, post content, comment, or interact with each other. Community Guidelines work alongside Terms of Use: guidelines explain what behaviour is not allowed, while the terms give the business legal authority to suspend, remove content, or terminate accounts.
- Contest (Promotional Contest)
- Giveaways & sweeps. A marketing promotion that offers prizes in exchange for some form of participation, such as filling out a form, following an account or posting content. Canadian contests must comply with the Competition Act, Criminal Code, CASL, privacy laws, Québec language rules (if applicable) and platform-specific contest policies.
- Convertible Note
- A loan that turns into equity. A short-term debt instrument that converts into equity at a future financing round, usually at a discount to the price new investors pay. An alternative to a SAFE, more common where investors want the note's debt-like protections (like a maturity date and interest).
- Creator Economy
- Business built around individual creators. The ecosystem of influencers, content creators, UGC creators, streamers and other individuals who monetize their audience through brand deals, sponsored content, own products, subscriptions and other channels. Ruby focuses on legal and compliance support for this economy.
- Consulting agreement
- A contractor agreement for advisory work. A form of independent contractor agreement used specifically for advisory or specialized project work, typically with a defined scope, deliverables, and fee structure rather than ongoing day-to-day duties. It's common for fractional executives, advisors, and specialists brought in for a specific outcome.
- Cookie policy
- Discloses tracking technology used on a site. A disclosure explaining what cookies and similar tracking technologies a website uses, for what purpose (analytics, advertising, functionality), and what choices a visitor has. It usually works alongside a privacy policy rather than replacing it, and matters most for businesses running ad tracking or analytics on their site.
D
5 terms- Dark Pattern
- Manipulative interface design. A design choice in a website, landing page or app that nudges users into taking actions they wouldn't otherwise choose, such as hiding fees until checkout or making it confusing to cancel. Dark patterns can raise issues under Canadian misleading advertising and privacy laws.
- Disclosure (Influencer Disclosure)
- Ad or sponsorship label. Clear language that tells viewers when content is sponsored, paid, gifted or otherwise tied to a brand. Examples include “Ad,” “Sponsored,” “Paid partnership with [Brand]” or “Gifted by [Brand].” In Canada, disclosure must be prominent, easy to understand and not buried in hashtags.
- Direct Messages (DMs)
- Private messages on platforms. Private messages sent through platforms like Instagram, Facebook, TikTok, X or LinkedIn. DMs that promote products or services may be treated as commercial electronic messages and can trigger CASL consent and unsubscribe requirements.
- Demand promissory note
- A loan repayable whenever the lender asks. A simple written promise to repay a loan, where the lender can demand repayment at any time rather than on a fixed schedule. Founders and early-stage companies use these for short-term loans, such as a founder loaning the company cash before a financing round closes.
- Data processing agreement (DPA)
- Governs how a vendor handles personal data. A contract required whenever a vendor processes personal data on a business's behalf, setting out what the vendor can do with that data, security obligations, and what happens in a breach. Under Canadian privacy law (PIPEDA), a business remains responsible for personal data even after handing it to a third party, so a DPA is how that responsibility gets allocated in writing.
E
4 terms- Employee Stock Option Plan (ESOP)
- The pool of equity set aside for employees. A formal plan that reserves a percentage of a company's shares to grant as options to employees over time, giving them the right to buy shares at a fixed price later. Needs board approval and proper documentation to avoid tax and securities issues down the line.
- Endorsement
- Support for a product or service. A statement, review, video or post that expresses an opinion about a brand, product or service. Endorsements in Canada must be truthful, not misleading and must disclose any material connection between the endorser and the brand (such as payment or free product).
- Engagement Rate
- How interactive your audience is. A metric that compares the number of interactions on content (likes, comments, saves, shares, clicks) to the size of the audience or number of impressions. Often used to price influencer campaigns, but should not be artificially inflated with bots or fake engagement.
- Employment agreements
- The terms of hiring someone as staff. A contract between an employer and an employee that sets out role, compensation, benefits, termination terms, and obligations like confidentiality and IP assignment. In Canada, an employment agreement operates alongside (and can't remove) minimum protections set by provincial or federal employment standards legislation, so getting the termination and notice provisions right matters.
F
5 terms- Feed (Social Media Feed)
- Main stream of content. The main stream of posts or videos a user sees when they open a social platform. Algorithms decide which content appears in the feed, and the mix of organic and paid content has compliance implications for ad labeling and disclosures.
- Federal Trade Commission (FTC)
- U.S. advertising regulator. The U.S. regulator responsible for many misleading advertising and influencer marketing rules for campaigns targeting U.S. consumers. Canadian brands and influencers often follow both FTC and Canadian guidance when campaigns reach U.S. audiences.
- Founders Agreement
- The contract between co-founders, before anything else is signed. An agreement between a company's founders covering equity split, roles, vesting, decision-making, and what happens if a founder leaves. Often the first legal document a startup should have, frequently the one founders skip until it's too late.
- Funnel (Marketing Funnel)
- Customer journey path. The sequence of steps a user takes from first seeing content (for example, a TikTok or Reel) to clicking a link, joining an email list and ultimately purchasing. Every step in the funnel must use accurate, non-misleading claims and comply with CASL and privacy laws where applicable.
- Founders' lock-up agreement
- Keeps founders committed post-close. An agreement that restricts founders (and sometimes early employees) from selling or transferring their shares for a set period, often used around a financing round or acquisition. Investors typically require one to make sure founders stay invested in the company's success rather than cashing out early.
G
4 terms- GDPR (General Data Protection Regulation)
- EU privacy regulation. Comprehensive privacy law that applies to the personal data of individuals in the European Union. Canadian businesses running campaigns that target or track EU users may need to comply with the GDPR in addition to Canadian privacy laws.
- Giveaway
- Prize promotion on social media. A type of promotional contest commonly run on Instagram, TikTok or Facebook where users can win a product or service. Despite informal language, giveaways are still contests and must follow Canadian contest, privacy, CASL and platform rules.
- Governing Law & Jurisdiction
- Which laws apply and where disputes are handled. A clause in terms and conditions that specifies which province's laws apply (often Ontario) and where disputes must be resolved. Clear governing law clauses help reduce uncertainty, especially for businesses with customers or users across Canada and internationally.
- Greenwashing
- Misleading environmental claims. Marketing that overstates or falsely states environmental benefits, such as claiming a product is “eco-friendly” or “carbon neutral” without proper evidence. The Competition Bureau has published specific guidance on environmental claims and greenwashing.
H
2 terms- Hashtag
- Keyword preceded by “#”. A tag (for example, #ad, #sponsored, #contest) used on social platforms to categorize content and support search and discovery. Hashtags can be used as part of disclosure, but disclosure should still be clear and understandable in plain language.
- Hyperlink
- Clickable link to another page. A link that takes users to a landing page, long-form contest rules, privacy policy or other site. Disclaimers and full terms are often hosted behind hyperlinks, but key conditions should not be hidden or contradicted in the main post.
I
11 terms- Impressions
- How many times content is shown. The number of times a piece of content is displayed on a screen, regardless of whether the user clicked or engaged. Impressions are a common metric in influencer reporting and paid ad dashboards.
- In-App Purchases
- Paid features or digital goods inside an app. Purchases made within an app or software platform, such as subscriptions, premium features, credits, or digital content. In-app purchase terms should clearly disclose pricing, renewal timing, cancellation options, and refund rules to reduce disputes and chargeback risk.
- Influencer
- Person with commercial audience influence. An individual whose social media presence can influence purchasing decisions of others. Influencers may be nano, micro, mid-tier or macro, and often operate as independent businesses. Their content must comply with both platform rules and Canadian advertising, privacy and contest laws.
- Influencer Agreement
- Contract between brand and creator. A written contract that sets out deliverables, timelines, fees, usage rights, disclosure obligations, exclusivity, cancellation, moral rights, IP ownership and compliance clauses. Proper agreements help brands and creators stay aligned and onside with Canadian law.
- Intellectual Property (IP)
- Rights in creative and brand assets. Legal rights in creations of the mind, including trademarks, copyrights and sometimes trade secrets. Social media campaigns rely heavily on IP: logos, brand names, video footage, photos, captions, music and UGC must all be cleared and used under the proper licences.
- Investors' rights agreement
- What investors get beyond their shares. An agreement, typically signed alongside a priced financing round, that gives investors rights beyond simple share ownership: information rights (financials and updates), pro rata rights to participate in future rounds, and sometimes registration rights. It's standard in venture financings and sets expectations for the ongoing investor relationship.
- Independent contractor agreement
- Hiring help without creating an employee. A contract that engages someone as a self-employed contractor rather than an employee, covering scope of work, payment, IP ownership, and termination. Misclassifying a worker, calling someone a contractor when they're functionally an employee, can trigger back taxes, CRA penalties, and employment standards claims, so the underlying relationship needs to actually match the label.
- Intern agreement
- Sets the terms for a student or entry-level placement. A short-form agreement that documents the terms of an internship, including whether the position is paid, its duration, supervision, and IP ownership over anything the intern creates. Unpaid internships are tightly restricted under Canadian employment law, so getting this structured correctly matters.
- IP assignment agreement
- Transfers ownership of IP to the company. A contract that transfers ownership of intellectual property, code, designs, content, inventions, from the person or company who created it to another party, usually the business paying for the work. Without one, Canadian default rules can leave a contractor or co-founder owning work the company assumes it already owns, which is a common surprise during financing or acquisition diligence.
- IP licensing agreement
- Grants permission to use IP without transferring ownership. A contract that lets one party use another's intellectual property under defined terms, such as scope, exclusivity, territory, and royalties, without transferring ownership. It's the standard structure when a business wants to use, or let others use, IP it isn't selling outright.
- Influencer and creator agreement
- Sets deliverables and rights for sponsored content. A contract between a brand and an influencer or creator that covers deliverables, usage rights, exclusivity, payment, and disclosure obligations. Canadian advertising rules (including Ad Standards guidance and the Competition Act) require sponsored content to be clearly disclosed, so the agreement needs to build that in, not treat it as optional.
J
1 term- Joint venture agreement
- Structures a shared project between separate companies. An agreement between two or more separate businesses that collaborate on a specific project or venture while remaining independent companies, covering contributions, profit-sharing, governance, and an exit or wind-down process. It's the right structure when businesses want to combine efforts on one initiative without merging or forming a new joint company.
K
1 term- Key Performance Indicator (KPI)
- Goal-based metric. A measurable value that indicates how effectively a campaign is achieving its objectives. Common influencer KPIs include reach, engagement rate, click-through rate, cost per acquisition and return on ad spend. KPIs should be tracked honestly and not manipulated with fake traffic.
L
4 terms- Landing Page
- Destination page for clicks. The web page users see after clicking a link or ad, such as a service page, booking form or contest entry form. Claims on the landing page must match the social post or ad and avoid fine-print contradictions that could be misleading.
- Licence (IP Licence)
- Permission to use IP. A licence is permission from an IP owner to use their content—such as photos, logos, music or UGC—on specific terms. Influencer agreements should clearly state who owns the content and what licences are granted for future use in ads or on websites.
- Limitation of Liability
- Clause that caps legal exposure. A provision in terms and conditions that limits the types or amounts of damages a business may be responsible for. In Canada, limitation of liability clauses must be clearly drafted and reasonably brought to the user's attention to support enforceability.
- “Like & Share” Contest
- Engagement-based entry mechanic. A contest that asks users to like, share or comment on a post to enter. These are still promotional contests, and brands must ensure the rules comply with Canadian contest law and the specific platform's promotion guidelines.
M
5 terms- Material Connection
- Relationship that must be disclosed. Any financial or other connection between an influencer and a brand that could affect how people understand the influencer's content. This includes payment, free product, discounts, affiliate links, family relationships and brand ownership. Material connections must be disclosed clearly.
- Micro-Influencer
- Smaller but often highly engaged audience. An influencer with a relatively smaller but highly engaged following, often in a specific niche (for example, Toronto med spa clients, fitness, or UGC creators). Many Canadian brands prioritize micro-influencer campaigns for authenticity and cost-effective reach.
- Metrics (Social Media Metrics)
- Numbers behind performance. Quantitative data such as impressions, reach, clicks, watch time, saves, shares and conversions. Metrics help founders and influencers assess what is working, but they must be reported honestly to avoid misleading brands, agencies or regulators.
- Master services agreement (MSA)
- The umbrella contract for an ongoing vendor relationship. A foundational contract that sets the general terms (liability, payment, confidentiality, termination) governing an ongoing business relationship, usually paired with separate statements of work for each specific project. It lets two parties negotiate the framework once and add new work under it without renegotiating from scratch each time.
- Music synchronization licence
- Permission to pair music with video. A licence that grants permission to use a specific piece of music alongside video content, such as an ad, a film, or branded content. It's a separate right from simply owning or streaming a song, and going without one is one of the most common (and expensive) IP mistakes in branded content production.
N
2 terms- Native Advertising
- Ads that blend into content. Paid content designed to match the look and feel of the platform or feed where it appears, such as sponsored TikToks or in-feed Instagram ads. Native ads must still be clearly identified as promotional and cannot hide their commercial nature.
- Non-disclosure agreements
- Keeps confidential information confidential. A contract (mutual or one-way), often called an NDA, in which the parties agree not to disclose confidential information shared during a business discussion, deal, or working relationship. Signing one is a common first step before sharing sensitive details, though used at the wrong stage it can also slow a deal down instead of protecting anyone.
O
2 terms- Organic Reach
- Non-paid visibility. The number of people who see content without paid promotion. While organic posts don't involve media spend, they are still subject to advertising, contest and disclosure rules if they promote a product, service or brand.
- Opt-In / Opt-Out
- Consent choices. Mechanisms that allow users to choose whether to receive marketing emails, texts or DMs. Under Canadian privacy and anti-spam laws, consent must be meaningful, and unsubscribe requests must be honoured promptly.
P
8 terms- Paid Partnership
- Platform label for sponsored content. A built-in tool on platforms like Instagram and TikTok that tags posts as a “paid partnership” with a named brand. Using the tool supports transparency, but brands and influencers must still ensure that disclosure is clear and that legal requirements are met.
- Personal Information
- Identifiable information about a person. Any information about an identifiable individual, such as name, email address, phone number, user ID, device identifiers or behavioural profiles. Collecting personal information through contests, lead magnets or pixel tracking must comply with Canadian privacy laws.
- PIPEDA
- Federal private-sector privacy law. The Personal Information Protection and Electronic Documents Act, which sets out rules for how many private-sector organizations in Canada must collect, use and disclose personal information. Social media campaigns that collect leads or track behaviour often engage PIPEDA.
- Platform Rules
- Terms and policies of each app. The terms of use, community guidelines, advertising policies and contest rules of platforms such as Instagram, TikTok, Facebook, X, Pinterest, YouTube and LinkedIn. Brands and influencers must follow both the law and these platform-specific policies.
- Platform Terms
- Rules governing use of a website or app. Another term for Terms of Use or Terms and Conditions. Platform terms govern how users may access and use a website, app, or online service, including acceptable use, account rules, content rules, liability limits, and dispute resolution.
- Privacy Policy
- Statement about data practices. A document that explains how a business collects, uses, discloses and protects personal information. Any brand running social media campaigns that collect leads, run contests or use tracking tools should have a clear, accessible privacy policy.
- Partnership agreement
- Sets the terms between business partners. A contract between two or more people or businesses operating together as partners, covering profit and loss sharing, decision-making authority, and what happens if a partner exits. Without one, provincial partnership legislation supplies default rules that rarely match what the partners actually intended.
- Production agreement
- Sets the terms for commissioning content or media. A contract between a business and a production company or freelance creator that covers scope, budget, ownership of the final work, usage rights, and credit. It's what turns a verbal understanding about a video, photoshoot, or campaign asset into an enforceable deliverable with clear ownership.
Q
1 term- Québec Language Requirements
- French language rules. For contests and campaigns open to Québec residents, or for Québec-based businesses, French language requirements apply to many marketing materials and contracts. Brands should obtain specific advice before running national contests or campaigns that include Québec.
R
3 terms- Reach
- Number of unique viewers. The total number of unique users who saw a piece of content. Reach is often used to report campaign results and price influencer deals alongside engagement and conversions.
- Review (Online Review)
- Customer feedback posted online. A written or video review left by a customer or user about a product or service. Paying for fake reviews, failing to disclose material connections, or suppressing honest negative reviews can create misleading advertising and consumer protection issues.
- Right of first refusal and co-sale agreement
- Controls who can buy into the company. A contract giving the company and/or existing shareholders the right to match an offer before a shareholder sells shares to an outsider (right of first refusal), and the right to sell alongside that shareholder on the same terms if the sale goes ahead (co-sale, or “tag-along”). It's a standard protection for existing investors and founders when ownership changes hands.
S
10 terms- Shareholder Agreement
- The rulebook between a company's owners. A contract between a company's shareholders (and often the company itself) that governs decision-making, share transfers, what happens if a shareholder leaves, and how disputes get resolved. Canadian startups with more than one founder should have one in place before problems start, not after.
- Social Media Policy
- Internal rules for staff and contractors. A written policy that sets expectations for how employees, contractors and sometimes influencers may refer to the company online, use social media at work and handle confidential or sensitive information. Good policies help prevent reputational and legal issues.
- Sponsored Content
- Content paid for by a brand. Any post, Story, video, podcast segment or blog that a brand has paid for or otherwise influenced. Sponsored content must be clearly labelled and follow advertising, contest and platform rules.
- Sponsored Post
- Paid social media post. A single post, story or video on a social platform where a brand provides payment, product or another benefit to the creator. In Canada, sponsored posts require clear disclosure and must not contain false, misleading or unsubstantiated claims.
- Stories (Social Media Stories)
- Short, time-limited content. Full-screen vertical content that typically disappears after 24 hours (for example, Instagram Stories, Facebook Stories). Disclosures in Stories must still be clearly visible and easy to read, especially when using quick frames or stickers.
- Substantiation (Ad Claims)
- Evidence behind claims. The requirement that brands have adequate and proper testing or support before making performance claims (for example, “clinically proven,” “fastest,” “best in Toronto”). Lack of substantiation can lead to Competition Bureau investigations or Ad Standards complaints.
- SAFE agreement
- Early-stage investment instrument, not a loan. A Simple Agreement for Future Equity: an investor gives a company cash now in exchange for the right to receive shares later, typically when the company raises a priced financing round. Unlike a loan, a SAFE carries no interest and no maturity date, which is why it has become a common way for Canadian pre-seed and seed-stage companies to raise money quickly without negotiating a full valuation.
- SaaS agreement
- The terms for software delivered as a service. A contract governing access to and use of a cloud-based software product, covering subscription terms, uptime commitments, data handling, and liability. It differs from a traditional software licence because the customer never takes possession of the software itself, only access to it.
- Statement of work (SOW)
- Defines a specific project under an MSA. A document that spells out the specific deliverables, timeline, and fees for a particular project, typically issued under the umbrella of an existing master services agreement. It's where the actual scope of work lives, while the MSA handles the legal terms that apply across every project.
- Service level agreement (SLA)
- The performance standards a vendor commits to. A contract, or a section within a larger agreement, that sets measurable performance commitments such as uptime, response times, or resolution times, along with the remedies (credits, termination rights) if those commitments aren't met. It's standard in SaaS and vendor contracts where reliability is part of what's being sold.
T
6 terms- Term Sheet
- The non-binding outline of a deal, before the real paperwork. A document that sets out the proposed key terms of an investment (valuation, amount, investor rights) before the binding legal agreements are drafted. Signing a term sheet isn't final, but it sets the terms the rest of the deal will follow.
- Terms of Service
- Online agreement for platforms and apps. A common term used for website and app “terms” that govern how users access and use an online service. Terms of Service typically cover acceptable use, account rules, content rules, IP, disclaimers, limitation of liability, and dispute resolution. For enforceability, terms are usually presented through clickwrap acceptance during sign-up or checkout.
- Testimonial
- Customer or influencer statement. A statement from a customer, client or influencer about their experience with a product or service. Testimonials must be truthful, accurately presented and clearly disclose any material connection to the brand.
- Trademark
- Brand name, logo or slogan. A sign used to distinguish a business's products or services from others, such as a name, logo or tagline. Social media handles, hashtags and logos can all function as trademarks and may be registered for stronger protection.
- Transparency
- Clear, honest communication. The principle that marketers and influencers should be open and honest about who they are, what they are offering and how they are compensated. Transparency underpins most disclosure, privacy and misleading advertising rules in Canada.
- Talent representation agreement
- The contract between talent and their representative. An agreement between an influencer, creator, or other talent and their agent or management company, covering commission, scope of representation, exclusivity, and term. It defines who can negotiate deals on the talent's behalf and what the representative is entitled to when a deal closes.
U
3 terms- Unsubscribe Mechanism
- Way to stop receiving messages. A link, button or process that allows recipients to easily stop receiving commercial electronic messages. Under CASL, unsubscribe mechanisms must be simple, functional and processed within the time period required by law.
- User-Generated Content (UGC)
- Content created by users, not the brand. Photos, videos, reviews, testimonials or posts created by customers or fans. Brands increasingly use UGC in ads and on websites, but must obtain proper permissions, respect privacy and personality rights, and ensure the content is not misleading or infringing.
- Unanimous shareholder agreement (USA)
- A shareholder agreement with real teeth. A specific type of shareholder agreement, recognized under Canadian corporate law, in which all shareholders agree to restrict or remove some of the board of directors' powers and shift them to the shareholders directly. Because it binds every shareholder (including future ones who buy in), it needs unanimous consent to create or amend.
V
1 term- Vesting Schedule
- Equity earned over time, not handed over all at once. A schedule that sets out when a founder, employee, or advisor actually earns the equity or options they've been granted, usually over several years with a one-year "cliff" before anything vests. Protects a company if someone leaves early with a large equity stake they haven't actually earned yet.
W
2 terms- Whitelisting (Creator Whitelisting)
- Brand runs ads through creator handle. A practice where a brand gains permission to run paid ads from an influencer's account, using their handle and content in the ad account. Whitelisting clauses should be clearly spelled out in influencer agreements, including duration, spend limits and approval rights.
- Word-of-Mouth Marketing
- Organic sharing and referrals. When customers or followers talk about a brand voluntarily. Once brands provide incentives or benefits for sharing, the content may become sponsored or incentivized and require appropriate disclosures.
X
1 term- X (Formerly Twitter)
- Microblogging and real-time updates. A social network focused on short posts, replies and quote posts. X has its own advertising, contest, authenticity and safety policies that apply to brand campaigns, creator monetization and promotions run on the platform.
Y
1 term- YouTube Partner Program
- YouTube's monetization system. A program that allows eligible creators to earn revenue from ads, channel memberships and other monetization features on YouTube. Branded content and sponsorships on YouTube also require disclosure and must comply with Canadian advertising, privacy and contest laws when targeted to Canadian viewers.
This glossary is provided for general information purposes only and does not constitute legal advice. Reading this page does not create a lawyer–client relationship. Laws and circumstances vary — before acting (or not acting) on anything you read here, get advice from a licensed lawyer about your specific situation.
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