TERMS AND CONDITIONS OF SERVICE
Thank you for choosing Conqueri Digital as your digital marketing partner. These Terms and Conditions of Service ("Agreement") govern your access to and use of our branding, social media management, paid advertising, search engine optimization, and web development services (collectively, the "Services"). This Agreement is between you ("Client" or "you") and Conqueri Digital ("we" or "us"), a Canadian corporation.
- Scope of Services: We will provide the Services described in the Statement of Work (SOW) executed between you and us. The SOW will specify the details of the Services, including the fees and payment terms.
- Term: The term of the Services will commence on the date specified in the SOW and will continue until completion of the Services, unless terminated earlier by you or us in accordance with this Agreement.
- Delivery: We will use commercially reasonable efforts to deliver the Services in accordance with the SOW. Any delivery dates specified in the SOW are estimates only and we will not be liable for any delay in delivery.
- Fees: You agree to pay us the fees specified in the SOW. Unless otherwise specified in the SOW, fees will be due in advance of the Services being provided.
- Taxes: You will be responsible for all taxes, duties, and other governmental charges related to the Services.
- Definition: "Confidential Information" means any information disclosed by one party to the other party that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
- Obligations: Each party will use reasonable care to protect the other party's Confidential Information from unauthorized disclosure and will not use such information for any purpose other than as necessary to perform its obligations under this Agreement. The obligations of this Section will survive termination of this Agreement for a period of five years.
- Ownership: You retain all ownership rights in your trademarks, trade names, and other intellectual property provided to us in connection with the Services. We retain all ownership rights in our intellectual property, including any content or materials created by us in connection with the Services.
- License: You grant us a limited, non-exclusive, non-transferable license to use your intellectual property solely to the extent necessary to provide the Services.
LIMITATION OF LIABILITY
- Exclusions: Except for your payment obligations under this Agreement and your breach of Section 3 (Confidentiality), neither party will be liable for any indirect, special, consequential, incidental, or punitive damages arising out of or relating to this Agreement.
- Cap: Our liability under this Agreement will not exceed the fees paid by you to us for the Services giving rise to the liability.
- Governing Law: This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to any conflicts of law principles.
- Dispute Resolution: Any dispute arising out of or relating to this Agreement will be resolved through binding arbitration in accordance with the Canadian Arbitration Association's Commercial Arbitration Rules.
- Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, relating to the subject matter of this Agreement