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Protection of Confidential Information: The Client understands and acknowledges that the Confidential Information has been developed or obtained by the Provider as a result of the investment of significant time, effort and expense, and that the Confidential Information is a valuable, special and unique asset of the Provider which therefore provides the Provider a significant business or competitive advantage. Therefore, the Client agrees to hold in confidence and to not disclose the Confidential Information to any person or entity without the prior written consent of the Provider.

Third Party Use: If any particular aspect of the services that are being performed are to be utilized by an end user of the Client, or if any part of the services are impacted by the actions of any third party, whether or not at Client’s direction, then Client will hold Provider harmless for any and all liability, loss, or damages that may arise.

Intellectual Property: The Client agrees to indemnify Provider for all claims, threats, damages, costs and expenses, including attorney fees, incurred by Provider as a result of any infringement(s) from use of Client Content. All Content and Copyrights shall remain the property of the Provider. Any information or content provided by the Client and used by the Provider will become the ownership of the Provider. Provider grants permission to use such Work Product but does not convey any ownership, right, or title to such Work Product for use by the Client. The Client agrees to allow The Provider to keep copies of any files, images, designs or content for backup purposes and for any future work solely related to The Client.

Promotion: The Provider retains the right to reproduce, publish and display the Deliverables in The Provider’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.

Payment Terms: Payment is required to start a project. A non-refundable deposit of 50% is due prior to start with 50% due upon completion prior to launch.

Liabilities and Warranty:

EXCEPT AS OTHERWISE STATED IN THIS SECTION, THE SERVICES AND/OR PRODUCTS PROVIDED ARE ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS ANY LIABILITY TO ANY PERSON OR ENTITY FOR THE PROPER PERFORMANCE OF SERVICES. PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS COMPLETE OR FREE FROM ERROR, THAT CLIENT WILL ACHIEVE ANY PARTICULAR RANKING, POSITION, INCREASE IN PAGE VIEWS, VISITORS, OR REVENUE, AND DOES NOT ASSUME,

AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR LOSS OR DAMAGE CAUSED BY ERRORS, LOSS OF RANKINGS, OR OMISSIONS IN THE SERVICE, WHETHER SUCH ERRORS OR OMISSIONS RESULT FROM NEGLIGENCE, ACCIDENT, TECHNICAL MALFUNCTIONS, ALGORITHM CHANGES, OR OTHER CAUSE. PROVIDER SHALL HAVE NO LIABILITY IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY LOSS, LOSS OF PROFIT, REVENUE, RANKING OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES, EVEN IF IT IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CLIENT UNDERSTANDS THE UNIQUE NATURE OF THE SERVICES OFFERED, AND THAT THIS PROVISION IS A BASIS FOR THE BARGAIN UNDER WHICH THIS CONTRACT IS FORMED. PROVIDER WILL NOT BE LIABLE FOR ANY HARM OR LOSS ASSOCIATED WITH ANY DELISTING OR REDUCTION IN RANKING UNLESS DUE TO GROSS NEGLIGENCE ON ITS PART.

Client agrees to indemnify, defend, and hold harmless the Provider from any and all third party claims, losses, liabilities, costs, and expenses arising out of or related to the use of the services, or attributable to Client’s breach of this Agreement.

Warranty Period: The Provider agrees to warranty the site for up to ninety (90) days after launch of errors made by The Provider or omissions from the agreed upon scope of work. The Provider does not warranty the website from any changes after completion and launch. This may include but is not limited to: software updates, third party intervention (hacking), client changes to the site, data corruption, hosting issues, etc. Requests for additional support will be billed on a time and materials basis at The Provider’s standard hourly rate.

Uncontrollable Events:

No party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such party (but do not include financial insolvency or inability to pay). Uncontrollable Events in this contract not only include those which are normally contemplated, but also include any changes by third parties, such as search engine guidelines and changes to websites, that may influence the outcomes and strategies of this contract, of which neither party has control over or specific knowledge of the third parties actions. The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay or by the magnitude of such act; provided, however, that the party so affected shall give prompt notice to the other party of such delay. The party affected, however, shall use its best efforts to avoid or remove such causes of nonperformance and to complete performance of the act delayed, whenever such causes are removed.

Governing Law and Forum; Attorney’s Fees:

The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the Province of British Columbia. The parties hereby submit to the jurisdiction of, and waive any venue objections against, a court of competent jurisdiction in British Columbia. The prevailing party shall be awarded its reasonable attorney’s fees and costs in any lawsuit or dispute arising out of or related to this Agreement.

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