Standard Terms & Conditions

Parties

This agreement is entered into by and between a customer (known as “The Client”) wishing to have certain digital marketing solutions provided for them and Visifii Inc. (known as “The Service Provider”) who will fulfill those solutions under the terms of this agreement.

Engagement

The Client agrees to engage the Service Provider to provide the Client with services as agreed upon and the Service Provider agrees to provide stated services under the stated terms and conditions.

Launch of Services

For Agreements signed before the 15th of the month, the initial month’s work will be condensed and delivered in the partial month timeframe and billed at the normal rate. For Agreements signed after the 15th of the month, the start date will be moved to the following month.

The Client understands that any term will not begin until the New Enrollment Form is completed, and the Service Provider is granted complete access to all related domains, content management systems, and any other platforms necessary to perform the stated services, unless waived by the Service Provider.

Cancellation of Services

Any services on a specific term will automatically transition to a month to month term, with cancellation terms as detailed below, unless written notice is provided to the Service Provider 30 days prior to the expiration of the listed term.

The Client will provide written notice to the Service Provider for the discontinuation of any services not covered by a specific term. Notice provided prior to the 10th of the month will allow for service termination as of the end of that month. Notice provided after the 10th of the month will allow for service termination at the end of the following month. At the termination of services, compensation for all services provided will not be pro-rated for cancellations at mid-month, a full month’s charge will be applied.

Additional Services

Service Provider may offer additional services above and beyond those listed, which will be billed at an à la carte rate accordingly.

Third Parties

The Client acknowledges and agrees to the Service Provider acting on the Client’s behalf when dealing with all third parties involved in the delivery of any services. This may include but is not limited to coordination of billing by a third party, creation of accounts on behalf of the Client, and the creation of public facing advertisements on the Client’s behalf. The Service Provider will undertake all reasonable efforts to ensure that all actions taken are accurate and without error but assumes no liability for any such action.

Compensation

For the services provided to the Client by the Service Provider under this agreement, the Client will pay to the Service Provider the related amount(s) indicated above.

Billing Period

The billing period takes place at the first of the month for the services provided. The invoice is due immediately upon receipt unless otherwise stated.

Taxes

All services provided are subject to applicable sales tax, whether included at the time the fees are billed.

Confidential Information

Client agrees that all training programs, support materials, handouts, and templates featured or represented in delivering services are covered by international and Canadian copyright laws. The Service Provider and Client mutually agree that no materials or templates used may be resold, rented, loaned or circulated outside of the Client’s organization without express permission of the Service Provider. The Service Provider agrees that any knowledge gained as a result of this relationship shall remain confidential.

Intellectual Property Rights

Subject to the terms of this Agreement, the Service Provider shall own and hold title to any intellectual property independently (SEO/Organic Search Strategy, etc.) conceived and developed by Service Provider or its personnel whether prior to or during the term of this Agreement (“Background Service Provider IP”). The Parties agree that nothing in this Agreement is to be construed to grant or imply to the Client any rights with respect to Background Service Provider IP.

Use of Work

Service Provider will maintain the right to use any part of the provided services in its portfolio or advertising campaigns. Service Provider also maintains the right to include a link from any managed web property to the Service Provider’s website(s) at any time during the term of the agreement.

Performance

Both parties to the agreement agree on each and every clause of the contract and to do everything necessary to ensure that the terms and conditions of this agreement take effect.

Obligations Surviving Termination of this Agreement

All obligations to preserve Confidential Information, Intellectual Property, Background IP, and other warranties and representations set forth herein shall survive the termination of this Agreement.

Governing Law

It is the intention of the parties that this Agreement and the performance under this Agreement shall have all special proceedings construed in accordance with and under the laws of British Columbia without regard to the jurisdiction in which any action or special proceeding may be instituted.

Liability

Service Provider will undertake all reasonable efforts to ensure that all information published on behalf of the Client is accurate and without errors but assumes no liability for any such information.

Indemnity

The Client agrees to hold the Service Provider free in the instance of any loss, damage, theft, or injury for any reason incurred in connection with the performance of the Service Providers duties hereunder not resulting from its own willful misconduct.

Assignment

This Agreement shall inure to the benefit of and shall be binding upon each party’s successors and assigns. Neither party shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party.

Entire Agreement

This Agreement represents the entire Agreement between the parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts, and understandings with respect to the subject matter of this Agreement. This Agreement may be amended only by mutual written agreement from both parties.

Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same Agreement.

Approval

I have reviewed all information provided to me relative to this agreement, verify that I am authorized to engage this agreement on my company’s behalf, and accept the agreement as outlined.

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