Terms & Conditions

1. Confidentiality and Non-Disclosure:

   The Company agrees to maintain confidentiality of all confidential information provided by the Client. The Company shall not, without the prior written consent of the Client, use or disclose to any person or entity any confidential information. The Client agrees to keep all confidential information confidential and to use the confidential information only for the purposes of this agreement. This section shall survive termination of this agreement.

2. Intellectual Property:

   All intellectual property rights in any work produced by the Company shall belong exclusively to the Company. The Client shall have a limited, non-exclusive, non-transferable license to use such intellectual property solely for the purposes of this agreement. The Client shall have no right to use or exploit any such intellectual property without the prior written consent of the Company.

3. Data Management:

   The Client agrees to provide the Company with complete and accurate information and to keep such information up-to-date. The Company shall implement commercially reasonable technical and organizational measures to protect the security and confidentiality of the Client's data. The Company shall not disclose the Client's data to any third party unless required by law or with the Client's prior written consent. The Client acknowledges that the security of the data transmitted over the internet cannot be guaranteed and that the Company shall not be liable for any unauthorized access to the Client's data unless caused by the Company's gross negligence or wilful misconduct.

4. Limitation of Liability:

   In no event shall the Company be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits or revenue, arising from the performance of this agreement. The maximum aggregate liability of the Company to the Client under this agreement shall not exceed the total fees paid by the Client under this agreement. The Client shall indemnify and hold the Company and its affiliates harmless from any and all claims, damages, and expenses arising from the Client's breach of this agreement.

5. Termination:

   Either party may terminate this agreement at any time with written notice to the other party. Upon termination, the Client shall immediately cease use of all confidential information and the Company's intellectual property. The Client shall return all confidential information to the Company and delete all copies of such confidential information."

6. Dispute Resolution:

   "Any dispute arising from or related to this agreement shall be resolved through arbitration in accordance with the laws of the province of [insert province]. The arbitration shall take place in [insert location]. The decision of the arbitrator shall be final and binding on both parties. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with the arbitration."

7. Governing Law:

   "This agreement shall be governed by and construed in accordance with the laws of the province of [insert province] and the laws of Canada applicable therein without regard to its conflicts of law principles."

8. Indemnification:

   "The Client shall indemnify and hold the Company and its affiliates harmless from any and all claims, damages, and expenses arising from the Client's use of the Company's services, including but not limited to any violation of any third-party intellectual property rights. The Company shall indemnify and hold the Client and its affiliates harmless from any and all claims, damages, and expenses arising from the Company's gross negligence or wilful misconduct."