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Terms of Use
This agreement (the “Agreement” or “Terms and Conditions”) is between Skyinsite, duly authorized and existing under
the laws of Ontario and TheClient.com (“TC.com”), for the provision by Skyinsite of certain services (“the Services”)
for TC.com, which services are more particularly described below.
The Terms and Conditions of this Agreement hereby supersede all previous representations, understandings, and agreements, either oral or written, for the design of the web site. The Services of this Agreement include a Website Development Proposal or Project Proposal.
Skyinsite Services Skyinsite shall, with the assistance of TC.com, create and design the TC.com web site described in the Project Proposal utilizing the Services and TC.com Information. The host for the TC.com website shall be determined at a later date. Skyinsite shall be responsible for integrating and implementing all that is necessary to establish and provide the TC.com web site to the general public as indicated in the Project Proposal. Limitation of Liability In no event shall Skyinsite be liable for special or consequential damages, either in contract, tort (including negligence) or theory of strict liability, whether or not the possibility of such damages has been disclosed in advance or could have been reasonably foreseen by Skyinsite; and likewise, in no event shall TC.com be liable for special or consequential damages, either in contract, tort (including negligence) or theory of strict liability, whether or not the possibility of such damages has been disclosed in advance or could have been reasonably foreseen by TC.com. The parties agree to work in good faith to implement the purpose of this Agreement. Representations and Warranties
Retainer TC.com agrees to pay Skyinsite a non-refundable Canadian $.................. as a retainer (see Project Proposal) prior to start of project. Payment TC.com understands that an estimate is not binding, and that charges will be billed at the agreed rate mentioned in the Project Proposal. TC.com has 10 business days to make payments on the dates mentioned in the ProjectProposal. All payments not discharged within three business days will result in Skyinsite halting work. In the event Skyinsite fails to receive payment and intends to stop work it will first attempt to contact TC.com by telephone and advise TC.com of such intention. TC.com will have one business day to cure any such payment problem prior to Skyinsite ceasing to perform Services. Should TC.com fail to make timely payments more than twice, Skyinsite will no longer need to give TC.com 24 hours’ notice before ceasing work. Invoices will come from and should be remitted to 9 Summit Ave. London, Ontario, Canada, N6H 2G5. Audit For the purpose of confirming the accuracy of any invoice provided, Skyinsite will include enough detail with respect to any charges to establish the basis for the charge and work performed in relation to the charge. Termination TC.com has the right to terminate this project prior to completion, with or without cause. Should TC.com terminate this project without cause prior to its completion, TC.com agrees to pay Skyinsite immediately for all hours worked and all reasonable expenses incurred, and will surrender all rights to the retainer fee. Skyinsite may elect to retain copyright until the site is paid for in full. Intellectual Property
License In connection with its Services, Skyinsite grants TC.com a non-exclusive, royalty-free, perpetual, worldwide license with the rights to use Skyinsite Technology incorporated into the TC.com web site upon full payment. TC.com will allow Skyinsite (and its subcontractors) to use an image of the TC.com web site, case study, and a link to it for the purposes of maintaining a portfolio (both online and offline), provided that Skyinsite provides TC.com with a copy of any such materials. Non-Disclosure Skyinsite agrees to hold all proprietary materials and conversations provided by TC.com in confidence. Skyinsite will not transfer these materials to any outside party/parties without TC.com’s consent. TC.com understands, however, that subcontractors of Skyinsite will be given sufficient information to complete their portions of this project. Skyinsite agrees that its subcontractors will be held to the same non-disclosure terms as Skyinsite. Changes in Terms and Conditions All changes to this Agreement must be presented in writing, agreed upon, and signed by both parties. Non-Transferability Skyinsite shall not sell, transfer, or assign this Agreement without prior written consent of TC.com, but may employ subcontractors to perform tasks involved in creating this project. Non-enforcement Non-enforcement of any section of this Agreement does not constitute consent and both parties reserve the right to enforce this Agreement at their sole discretion. Severability If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated. This Agreement shall be binding on both parties when signed on behalf of each party and delivered to the other party (which delivery may be accomplished by digital or facsimile transmission of the signature pages hereto). |
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