Standard Terms and Conditions Of Sale

THIS AGREEMENT is made and entered into as of this day. (the “Effective Date”) by and between PURCHASER (“COMPANY”) and CROWE IT SOLUTIONS INC., an Alberta corporation with offices at 1030 Genesis Lake Blvd., Stony Plain, AB (“DEVELOPER”).

WHEREAS, COMPANY desires to engage DEVELOPER to develop, create, test, and deliver a Website as a work made for hire and to house the Website on DEVELOPER’s Web Server and make the Website available for browsing on the Internet; and WHEREAS, DEVELOPER is interested in undertaking such work; and WHEREAS, COMPANY and DEVELOPER mutually desire to set forth the terms applicable to such work; NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby acknowledged, COMPANY and DEVELOPER, intending to be legally bound, hereby agree as follows:

1. Developer Responsibilities

A. Scope of Work

COMPANY hereby retains the services of DEVELOPER to design, develop and host a Website and Intranet (collectively the “Website”) for COMPANY in accordance with the TERMS AND CONDITIONS submitted by DEVELOPER to COMPANY (the “Terms & Conditions”), a copy of which is attached hereto as Exhibit A and the terms of which are expressly incorporated herein by reference.

B. Schedule
The “Schedule” for the development of COMPANY Website and Intranet is attached hereto as Exhibit B.
C. Changes
Changes to this Agreement or to any of the specifications of the Website or Intranet in any of the specifications thereof shall become effective only when a written change request is executed by the Executive Director of COMPANY and DEVELOPER. DEVELOPER agrees to notify COMPANY promptly of any factor, occurrence, or event coming to its attention that may affect DEVELOPER’s ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the Schedule.

2. Website Design

A. Design

The design of COMPANY’s Website shall be in substantial conformity with the material provided to DEVELOPER by COMPANY. DEVELOPER shall develop COMPANY’s Website to project the highest professional image. DEVELOPER shall not include any of the following in the Website or in COMPANY’s directory on DEVELOPER’s Web Server: text, graphics, sound, or animations that might be viewed as offensive or related in any way to sex or any illegal activities; links to other sites that might be viewed as offensive or related in any way to sex or any illegal activities; impressionistic or cartoon-like graphics (unless provided by COMPANY); invisible text, text that is present only when a “webcrawler” or other web indexing tool accesses the Website, or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.

B. Materials Provided by COMPANY
All materials to be supplied by COMPANY may be provided on DRIVE FILE (hereafter “Drive”) supplied by DEVELOPER. Files will be provided in requested format by COMPANY, standard word processing Text format or, if images, as JPEG’s or Photoshop files.

C. Specifications for Home Page

COMPANY’s Website will consist of a Home Page (the “first” page for the Website) that can be reached by typing one of the following Uniform Resource Locators (“URLs”) into a Web Browser. DEVELOPER will use its best efforts to place website files at the domain name provided by COMPANY. and will assign all rights thereto to COMPANY. COMPANY agrees to pay all registration fees associated with such registration. In addition to the foregoing, a database will be included of members in the licensing industry.

D. Accessibility Of Website During Construction
Throughout the construction of the prototype and the final Website, the Website shall be accessible to COMPANY. Until COMPANY has approved the final Website, none of the Web Pages for COMPANY’s Website will be accessible to end users unless the end users have entered the correct temporary URL.

E. Project Planning Meetings
After both parties have agreed to this Agreement, the parties shall call at a mutually convenient date and time to discuss project planning. The parties shall endeavor to hold this call within one week after both parties have agreed to this Agreement.

F. Search Engine Optimization
Unless otherwise specified (purchased as a separate package) DEVELOPER assumes no liability of COMPANY’s ranking on search queries for the given Website. DEVELOPER does not guarantee a particular ranking on search engines, but will maintain site in best possible manner to optimize Website for search results (if purchased separately).

G. Delivery of Deliverables

Upon COMPANY’s approval of its final Website, or upon termination of this Agreement, whichever occurs earlier, DEVELOPER shall deliver to COMPANY all Code, Documentation, reports and other materials developed by DEVELOPER in the course of its performance under this Agreement and any other items reasonably necessary for the operation of COMPANY’s Website (other than third party operating system software, third party networking software, Web Browsers and hardware) and all changes and enhancements thereto (the “Deliverables”). Documentation shall be delivered in printed format and in electronic format. Code shall be delivered in electronic format. DEVELOPER shall maintain its back-ups and one set of the final materials provided to COMPANY for a period of six months after COMPANY’s approval of its final Website. If this Agreement is terminated prior to final approval, or at the expiration of this six month period, DEVELOPER will destroy all of its copies of COMPANY’s Website (including all back-ups thereof) and “wipe” all files constituting final or working copies of COMPANY’s Website (other than the final copy hosted on DEVELOPER’s Web Server and one backup copy thereof) from DEVELOPER’s computers and back-up materials unless otherwise directed in writing by COMPANY.

H. Advertising Transaction Fees

DEVELOPER agrees to assist COMPANY in the sale of any advertising and/or database searches or other programs to generate revenues from the use of the Website by third parties. In this regard, DEVELOPER will provide assistance in developing such programs for COMPANY. In such event, the parties agree to enter into contact(s) outlined in Exhibit(s) A & B and compensate DEVELOPER for such services.

3. Website Hosting

A. Server Hosting DEVELOPER agrees, at COMPANY’s option, to maintain COMPANY’s Website on DEVELOPER’s Web Server on a month to month basis, and to make maintenance modifications to COMPANY’s Website from time to time in accordance with COMPANY’s directions. Such modifications shall be implemented within five (5) business days of DEVELOPER’s receipt of COMPANY’s changes if the changes are easily implemented, and within ten (10) business days of DEVELOPER’s receipt of COMPANY’s changes if the changes are not easily implemented. As part of this service, DEVELOPER agrees to make COMPANY’s Website available to Internet users approximately 24 hours per day, to back-up COMPANY’s Website at least once every two weeks, and to store said back-up materials in a safe and secure environment, fit for the back-up media, and not located at the same location as DEVELOPER’s Web Server. Also as part of this service, DEVELOPER agrees to use its best efforts to ensure reasonable response times for users accessing COMPANY’s Website.

B. Back-Up Copies
Upon notice from COMPANY not more often than once each month, and also in the event of COMPANY’s termination of its use of DEVELOPER’s Web Server as the host for COMPANY’s Website, DEVELOPER agrees to transfer a complete copy of COMPANY’s then-current Website, including all Code therefor, to COMPANY, via File Transfer Protocol (“FFP”). Files will be provided in HTML format, standard word processing Text format or, if images, as JPEG’s or Photoshop files. The transfer method will be selected by COMPANY in its discretion no later than 24 hours before the time the transfer is to take place. in the event such transfer results from COMPANY’s termination of its use of DEVELOPER’s Web Server as the host for COMPANY’s Website, DEVELOPER shall maintain one complete electronic version of COMPANY’s Website, including all Code therefor (and shall “ wipe” all other versions thereof off of its computers and media, including back-up copies), until COMPANY informs DEVELOPER in writing that the transferred files appear to be complete, at which time DEVELOPER shall “wipe” its final copy of COMPANY’s Website off of its computers and media.

4. Compensation

A. Price for Website Creation
The total price for all of the work set forth in the Agreement (excluding the Server Hosting and excluding post-approval modifications not implemented by COMPANY) shall be set in Exhibit A all prices are in CANADIAN DOLLARS (the “Development Fee”). This price covers all work of whatever nature on COMPANY’s Website contemplated in this Agreement under Exhibit A (excluding Server Hosting and post-approval modifications not implemented by COMPANY). By checking the box both parties have agreed to this AGREEMENT, COMPANY will forward to DEVELOPER PAYMENT as outlined in Exhibit A.

B. Price for Website Hosting
The price for the Server Hosting shall be TWENTY FOUR CANADIAN DOLLARS AND NINETY-NINE CENTS ($24.99) per month per 100 GB of BANDWIDTH (the “Hosting Fee”). Charges for post-approval modifications to COMPANY’s Website or changes or additions to the material on the Website (including the data base) shall be extra. The cost of Server Hosting shall not increase for a period of one year from the date of COMPANY’s acceptance of its final Website. The Hosting Fee shall be commence on the date the final Website is fully operational and accepted by COMPANY and future Hosting Fees shall be due and payable on subsequent monthly anniversary dates of such operational date.

C. Invoicing
Thereafter, DEVELOPER shall invoice COMPANY on a monthly basis for all recurring fees. All payments are due upfront, a receipt of a properly payable invoice will be provided. If there is a dispute with regard to whether work was actually completed or whether an invoice is properly payable, the amount of the invoice in dispute shall be held until the dispute is resolved.

D. Expenses
The prices set forth above are inclusive of expenses. Except as expressly agreed otherwise in writing by COMPANY, DEVELOPER shall bear all of its own expenses arising from its performance of its obligations under this Agreement, including (without limitation) expenses for facilities, work spaces, utilities, management, clerical and reproduction services, supplies, and the like. COMPANY shall have no obligation to provide office space, work facilities, equipment, clerical services, programming services, or the like.

5. Confidentiality

A. Confidentiality

DEVELOPER shall treat this project as confidential. After COMPANY has approved its final Website, however, DEVELOPER may list COMPANY as a client of DEVELOPER and may include a link to COMPANY’s Website on DEVELOPER’s Website. DEVELOPER may not issue any press release that refers to DEVELOPER’s work for COMPANY unless COMPANY has previously approved the press release in writing, which approval may be withheld for any reason or for no reason at all.

B. No Confidential Information of DEVELOPER
It is understood and agreed that COMPANY does not wish to receive from DEVELOPER any confidential information of DEVELOPER or of any third party. DEVELOPER represents and warrants that any information provided to COMPANY in the course of entering into this Agreement or performing any work hereunder shall not be confidential or proprietary to DEVELOPER.

C. Confidential Information of COMPANY
From time to time COMPANY may provide its own confidential business and technical information to DEVELOPER in connection with the work to be performed by DEVELOPER hereunder. Such information shall be designated as confidential upon or prior to disclosure by COMPANY. In addition, the preparation and specifications of the Deliverables shall in all instances be treated as confidential, unless and until disclosed publicly by COMPANY. DEVELOPER shall use its best efforts to prohibit any use or disclosure of COMPANY’s confidential information, except as necessary to perform work hereunder.

6. Ownership and Rights

A. Ownership of Work Product by COMPANY
Except as set forth below, all elements of all Deliverables shall be exclusively owned by COMPANY and shall be considered works made for hire by DEVELOPER for COMPANY. Except as set forth below, COMPANY shall exclusively own all Canadian and international copyrights and all other intellectual property rights in the Deliverables. It is understood and agreed that additional materials added to the Website in the future by DEVELOPER may belong exclusively to DEVELOPER however, the parties agree that the ownership of any such future materials will be mutually agreed to by the parties.

B. Vesting of Rights

With the sole exception of any Pre-existing Works identified in Section 6(C) hereof, DEVELOPER agrees to assign, and upon creation of each element of each Deliverable automatically assigns, to COMPANY, its successors and assigns, ownership of all Canadian and international copyrights and all other intellectual property rights in each element of each Deliverable. This assignment is undertaken in part as a contingency against the possibility that any such element, by operation of law, may not be considered a work made for hire by DEVELOPER for COMPANY. From time to time upon COMPANY’s request, DEVELOPER and/or its personnel shall confirm Such assignments by execution and delivery of such assignments, confirmations of assignments, or other written instruments as COMPANY may request. COMPANY, its successors and assigns, shall have the right to obtain and hold in its own name all copyright registrations and other evidence of rights that may be available for the Deliverables and any portion(s) thereof

C. Preexisting Works

In the event that any portion of any Deliverable (including the entirety thereof) constitutes a pre-existing work for which DEVELOPER cannot grant to COMPANY the rights set forth in paragraphs 6(A) and 6(B) above.

D. Indemnification/No Infringement

In performing services under this Agreement, DEVELOPER agrees not to design, develop, or provide to COMPANY any items that infringe one or more patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy or other rights of any person or entity. If DEVELOPER becomes aware of any such possible infringement in the course of performing any work hereunder, DEVELOPER shall immediately so notify COMPANY in writing. DEVELOPER agrees to indemnify, defend, and hold COMPANY, its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables. This indemnification shall include attorneys’ fees and expenses, unless DEVELOPER defends against the allegations using counsel reasonably acceptable to COMPANY. DEVELOPER’s total liability under this Agreement shall not exceed twice the amount of revenue derived by DEVELOPER under this Agreement.

7. Representations and Warranties

DEVELOPER makes the following representations and warranties for the benefit of COMPANY:

A. No Conflict

DEVELOPER represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by DEVELOPER under this Agreement. COMPANY understands that DEVELOPER is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with DEVELOPER’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.

B. Ownership Rights

DEVELOPER represents and warrants that (1) it is and will be the sole author of all works employed by DEVELOPER in preparing any and all Deliverables other than Preexisting Works; (2) it has and will have full and sufficient right to assign or grant the rights and/or licenses granted in the Deliverables pursuant to this Agreement; (3) all Deliverables other than Preexisting Works have not been and will not be published under circumstances that would cause a loss of copyright therein; and (4) all Deliverables, including all Preexisting Works, do not and will not infringe any patents, copyrights, trademarks, or other intellectual property rights (including trade secrets), privacy or similar rights of any person or entity, nor has any claim (whether or not embodied in an action, past or present) of such infringement been threatened or asserted, nor is such a claim pending against DEVELOPER (or, insofar as DEVELOPER is aware, against any entity from which DEVELOPER has obtained such rights).

C. Conformity, Performance, and Compliance

DEVELOPER represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement; and (4) DEVELOPER will perform all work called for by this Agreement in compliance with applicable laws. DEVELOPER will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of COMPANY’s Website, and otherwise will repair the defect within 72 hours, said repairs to be free of charge to COMPANY. This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of DEVELOPER.

8. Term and Termination

A. Term of Agreement

This Agreement shall be effective as of the Effective Date and shall remain in force for a period of 99 years, unless otherwise terminated as provided herein.

B. Termination of Work

COMPANY may, at its sole option, terminate any or all work outstanding, or any portion thereof, immediately upon written notice. Upon receipt of notice of such termination, DEVELOPER shall inform COMPANY of the extent to which performance has been completed through such date, and collect and deliver to COMPANY whatever work product and Deliverables then exist in a manner prescribed by COMPANY. DEVELOPER shall be paid for all work performed through the date of receipt of notice of termination as specified herein. DEVELOPER may not terminate any work under this Agreement without the prior written consent of COMPANY.

C. Survival

In the event of any termination of this Agreement, all obligations and responsibilities of DEVELOPER shall survive for a period of fifteen (15) days and continue in effect and shall inure to the benefit of and be binding upon the parties and their legal representatives, heirs, successors, and assigns. The termination of any provision of this Agreement shall not excuse a prior breach of that provision.

D. Termination for Cause

This Agreement may be terminated by either party upon thirty (30) days written notice to the other party in the event of a breach of a material provision of this Agreement by the other party, provided that, during the thirty (30) days period, the breaching party fails to cure such breach.

9. Force Majeure

Neither party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.

10. No Agency

A. Independent Contractor

DEVELOPER, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. DEVELOPER shall be solely responsible for and shall hold COMPANY harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, CPP and worker’s compensation.

B. No Agency

COMPANY does not undertake by this Agreement or otherwise to perform any obligation of DEVELOPER, whether by regulation or contract. In no way is DEVELOPER to be construed as the agent or to be acting as the agent of COMPANY in any respect, any other provisions of this Agreement notwithstanding.

11. Notices

If one party is required or permitted to give notice to the other under this Agreement, such notice shall be deemed given either (a) when transmitted by facsimile or (b) two business days after depositing the notice in the mail, first-class postage prepaid, at the address or facsimile number specified above, or at such other address or facsimile number as the party may specify in writing in accordance with this paragraph.

12. Time of the Essence

Time is of the essence to the performance of the parties’ obligations under this Agreement.

13. Multiple Counterparts

This Agreement may be executed in several counterparts, all of which taken together shall constitute one single Agreement between the parties.

14. Jurisdiction & Disputes

A. This Agreement shall be governed by the laws of THE PROVINCE OF ALBERTA.

B. All disputes hereunder shall be resolved in the applicable province or federal courts of ALBERTA. The parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and waive any jurisdictional or venue defenses otherwise available.

15. Agreement Binding on Successors

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.

16. Waiver

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.

17. Severability

If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.

18. Assignability

The Agreement is personal to DEVELOPER and may not be assigned by any act of DEVELOPER or by operation of law unless in connection with a transfer of substantially all the assets of DEVELOPER or with the consent of COMPANY, which consent shall not be unreasonably withheld.

19. Integration

This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict therewith. IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her agreement the day indicated.

Exhibit A – Attached Terms & Conditions For PRODUCTS

DEFINITIONS

PAGE – ONE PAGE WILL BE DEFINED AS ONE WEBPAGE LIMITED TO 1000MB OR 600 WORDS WHICHEVER OCCURS FIRST

DEVELOPER– THIS WILL BE CROWE IT SOLUTIONS INC.

COMPANY / YOU– THIS WILL BE THE PURCHASER (OR INTENDED PURCHASER) OF THE SERVICES PROVIDED BY CROWE IT SOLUTIONS INC.

These are the Terms and Conditions governing your purchase of a DEVELOPER Package and any services that DEVELOPER may provide to you in connection therewith (collectively, the “Services”). By formally accepting these terms through signature, or by purchasing or using any of our services, you accept and agree to be bound by these Terms and Conditions.

Your choice of Services

CROWE IT SOLUTIONS INC. offers a convenient variety of website design, marketing, hosting services and billing options to satisfy the different and particular needs of its clients. The details of the package you purchased, including any additional add-ons you have selected (collectively, your “Package”) are identified on the work order attached to the purchase confirmation email which includes these terms and conditions. If there are discrepancies between the work order and the Package you selected, please contact our Customer Care at 1-902-471-1037. You acknowledge that none of DEVELOPER’s packages include website setup on an external server. However, in the event you would like DEVELOPER to provide such services, DEVELOPER may provide such services for a fee. Please contact our Customer Care for more information.
You understand and agree that from time to time, DEVELOPER, at its discretion, may provide promotional pricing to the above packages. Such promotions are only valid during the promotional period time frame and may not be applied to past or present purchases.

Delivery Date

For any Package which includes web design services , you will be billed a one-time design fee and your first monthly recurring fee immediately upon purchasing your Package each of which will be disclosed to you prior to completing your purchase. Upon receipt of confirmation of payment, DEVELOPER shall devote all reasonable efforts so that your website (hereinafter “the Website”) will be live within twenty (20) business days of confirmation of payment and, in the case of domain transfers, DNS changes or A Record adjustments, receipt of the domain name credentials. DEVELOPER reserves the right, at its sole discretion, to modify this time line in accordance to the project size and shall inform you in advance of the expected delivery date. For more precision, you understand and agree that the delay necessary to deliver the Website may vary depending on the speed in which you send changes or your material to DEVELOPER, if any.

Modifications

Once the Website has gone live, any future changes must be submitted via email to mmaclean@croweit.org or jcrowe@croweit.org . DEVELOPER shall undertake to take all reasonable efforts to make (a) text modifications, logo integrations and picture additions to the Website within three (3) to seven (7) business days from when your changes have been submitted and (b) all other modifications (i.e., other than text modification, logo integrations and photo additions) within fifteen (15) business days of acknowledged receipt by DEVELOPER of your request.

Payments, billing, payment method options and past due amounts

Payment(s) for your Package or any Services can normally be made via credit card. Additional forms of payment, such as cashier’s check, certified check or money order, can only be used when offered as an option during the sign-up process and are restricted to the payment of the onetime design fee together with the prepayment of at least one year of monthly recurring fees.

In all cases, further monthly recurring fees will be billed on the calendar day of the initial purchase date each subsequent month until the end of the applicable contract term as per the monthly rate prescribed in the applicable Package you purchased, and as further described below.
All amounts billed on your account on a given date are due and payable on that date. If any payment for a Package which includes hosting or marketing services is not made when due, we reserve the right to suspend your account and in such circumstances: (i) the Website will no longer be accessible online; and (ii) when you or another person attempts to access the Website using the applicable domain, the Website will be replaced with a message providing that the Website has been suspended. If your account is suspended, you will need to contact Customer Support to reactivate it and pay any outstanding balance in full.

We reserve ourselves the right to attempt to process your credit card payment again if initially rejected as well as collect any delinquent payment owed to us by any legal means available to us. Additional costs may be so incurred and you shall be liable for any such costs which we may incur.

In the case of payments by cashier’s check, please note that only certified check or money order are accepted and only as an option during the sign-up process as part of the onetime design fee. In such cases, payment shall be due ten (10) business days after billing. If payment is not received by the applicable due date, your account may be suspended in the same manner as contemplated above. Once your account is suspended, you will need to contact Customer Support to reactivate it and pay any outstanding balance in full. DEVELOPER does not accept personal checks. If a personal check is received for payment it will be returned and the amount shall be deemed unpaid. Subject to applicable law, if a check is returned you will be charged an additional forty five dollars ($45) administrative fee.

If your account reaches a sixty (60) days overdue balance, your Website and/or email account and/or any other services provided to you by DEVELOPER will be terminated without further notice. If your account is terminated and you wish to reinstate it, you will need to contact Customer Support and pay a $199 (plus applicable taxes) reinstatement fee in order to reactivate it. Please note that DEVELOPER will retain your Website and emails on its back-up servers for a minimum of six (6) months from the deactivation of your Website. After this time DEVELOPER will not be able to reactivate your account or provide you a copy of your Website.

Account

As provided above, upon your initial purchase of a Package, we will create an account for you and issue you a unique username and password (your “Account”). You represent and warrant to DEVELOPER that all information that you provide in connection with the creation of your Account is true, accurate, current and complete. DEVELOPER may rely on the information you provide to identify you and your activity, and you must promptly update and otherwise maintain your information to keep your Account current at all times.

You agree not to give or make available the credentials for your Account to any unauthorized persons. Except to the extent caused by our breach of these Terms and Conditions, (a) you are responsible for all activities that occur under your Account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party, and (b) we and our affiliates and licensors are not responsible for any unauthorized access to your Account.

Ownership of Intellectual Property

Intellectual property you provide DEVELOPER: You retain all rights, title and interests in any intellectual property you provide DEVELOPER for the purpose of integrating or otherwise utilizing in connection with the creation of your Website or the performance of our Services to you. You hereby grant to DEVELOPER and its affiliates a non-exclusive, worldwide, irrevocable, perpetual, royalty free, assignable license (with the right to sublicense to their service providers) to access, use, copy, develop derivative works from, modify, or enhance such intellectual property in connection with the creation of your Website or the performance of our Services. To the extent you provide DEVELOPER with any intellectual property, you represent and warrant that you are and will be the legal and beneficial owner or authorized licensor of all intellectual property rights in such intellectual property and have the full power and authority to grant the rights contemplated above.

DEVELOPER Background IP: You hereby acknowledge and agree that the development of your Website and the performance of the Services by DEVELOPER requires certain skills, know-how and intellectual property owned or licensed by DEVELOPER (collectively, “Background IP”). Notwithstanding anything to the contrary, all Background IP remains vested in DEVELOPER.

Subject to DEVELOPER retention’s of its Background IP and the last paragraph of this Section, upon payment in full of all applicable design fees, DEVELOPER hereby assigns ownership of the Website to you and, subject to the last paragraph of this Section, DEVELOPER grants you a non-exclusive, perpetual, royalty-free license to use its Background IP to the extent necessary to exercise your rights in the Website and benefit from the Services provided to you. Upon written request, DEVELOPER will provide you with a copy of the Website by email, unless there is any balance owed on your account, in which case full payment will be required prior to release.

Registration of the domain name and/or email accounts, if these were not initially provided by yourself, shall be transferred to you within a reasonable time upon written request to DEVELOPER, as long as all outstanding fees owed by you have been paid.

Notwithstanding the foregoing, in the event your Website was developed as per one of DEVELOPER’s promotions, and you are paying the one time design fee as part of a month-to-month fee, registration of the domain name, if it was not initially provided by you, ownership of the Website shall remain with DEVELOPER until DEVELOPER has received payment for six (6) months of monthly fees from you at which time ownership of the Website shall be automatically transferred to you as contemplated in paragraph 3 of this Section and DEVELOPER will arrange for the registration of the domain name to be transferred to you upon your request.

Notwithstanding anything to the contrary in these Terms and Conditions, you understand and specifically accept that DEVELOPER may utilize, from time to time, in its discretion as is customary in the industry, pictures or graphical elements which are the property of others and licensed to DEVELOPER for inclusion in websites DEVELOPER designs for its clients. Such pictures or graphical elements remain the property of their owners and DEVELOPER’s client is only extended the benefits under DEVELOPER’s license agreement with their respective owners and solely for the usage in the Website. You understand and agree that you are not allowed to use these pictures or graphical elements anywhere other than as part of the Website, including, for example and without limiting the generality of the preceding, in print format, letterhead, Powerpoint presentations or similar. Violations of this paragraph may result in the owners of said material taking legal action against you.

Allotted bandwidth

DEVELOPER provides to all of its clients who purchase a Package which includes hosting services an allotted monthly bandwidth of 4000MB (the “Bandwidth Limit”).

Renewal and Cancellation of Service

If you have prepaid ongoing Services (such as hosting or marketing services), on the last day of the applicable contract term, the Services will automatically be renewed on a month-to-month basis at the then current monthly posted rates. Should you decide to cancel any ongoing marketing or hosting Services with DEVELOPER before the end of your prepaid term, 50% of the remainder of your prepaid term is non-refundable. For clarity, DEVELOPER does not offer refunds for web design services or services performed up to and including the date of cancellation.

Subject to the first paragraph of this Section, you may modify or cancel your Package which relates to hosting or marketing services at any time, including at the end of the applicable contract term. To do so, you must either (A) contact our Account Support Department by phone only no later than three (3) business days prior to one of: 1) your next monthly billing, 2) the end of the applicable contract term, or 3) any renewal thereof, OR (B) send a written notice of cancellation or modification of plan sent to CROWE IT SOLUTIONS INC. via USPS mail with proof of delivery and signature at 1030 GENESIS LAKE BLVD., STONY PLAIN, AB, Canada, T7Z 0G3 and such notice must be received by us no later than three (3) business days prior to one of: 1) your next monthly billing, 2) the end of the applicable contract term, or 3) any renewal thereof provided that such written notice must be subsequently validated by phone with the owner of the applicable account. For more clarity, under no circumstance will emails be accepted by DEVELOPER for purposes of cancelling or modifying a Package. You understand and agree that DEVELOPER reserves itself the right, in the event of a cancellation, including those that might result in a refund to you, to charge you or withhold up to fifty dollars (50$) on said refund in order to cover its electronic payment fees as well as other costs it incurs in such events.

Upon receipt of a valid bona fide notification, DEVELOPER will deactivate the Website and no further monthly payment will be charged to you. DEVELOPER will always issue a cancellation email notification. You should make sure that you have received this email as proof that your cancellation has been successfully processed by DEVELOPER.

DEVELOPER will retain your Website and emails on its back-up servers for a minimum of six (6) months from the deactivation of your Website. During this time, at your request, DEVELOPER will: (i) reactivate your Website subject to a $199 (plus applicable taxes) reinstatement fee or (ii) provide you a copy of your Website provided the ownership of the Website has been transferred to you in accordance with, and as contemplated in, the Ownership of Intellectual Property section above. Once your Website has been deleted from DEVELOPER’s back-up servers, DEVELOPER will be unable to reactivate your Website and/or provide you a copy of your Website.

Unacceptable Use Policy and Account Termination by DEVELOPER

You may not use the Services of DEVELOPER, including the Website, for unacceptable uses. Such uses, as deemed by DEVELOPER in its sole discretion, will result in an immediate termination of all services provided by DEVELOPER, including the deactivation of the Website.

Unacceptable use includes, but is not limited to, any of the following:

  1. Posting, transmission, re-transmission, or storing material on or through any of DEVELOPER’s products or services, including the Website, if in the sole judgement of DEVELOPER such posting, transmission, re-transmission or storage is: (a) in violation of any local, state, federal, or non-United States law or regulation (including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations); (b) threatening or abusive; (c) offensive; (d) obscene; (e) indecent; or (f) defamatory. Each customer shall be responsible for determining what laws or regulations are applicable to his or her use of the products and services;
  2. Installation or distribution of “pirated” or other software products that are not appropriately licensed for use by customer;
  3. Resale of DEVELOPER’s products and services without the express prior written consent of DEVELOPER;
  4. Deceptive marketing practices;
  5. Actions that restrict or inhibit anyone – whether a customer of DEVELOPER or otherwise -in his or her use or enjoyment of DEVELOPER’s products and services, or that generate excessive network traffic through the use of automated or manual routines that are not related to ordinary personal or business use of Internet services;
  6. Introduction of malicious programs into the DEVELOPER network or servers or other products and services of DEVELOPER (e.g., viruses, trojan horses and worms);
  7. Causing or attempting to cause security breaches or disruptions of Internet communications. Examples of security breaches include but are not limited to accessing data of which the customer is not an intended recipient, or logging into a server or account that the customer is not expressly authorized to access. Examples of disruptions include but are not limited to port scans, flood pings, packet spoofing and forged routing information;
  8. Executing any form of network monitoring that will intercept data not intended for the customer;
  9. Circumventing user authentication or security of any host, network or account;
  10. Interfering with or denying service to any user other than the customer’s host (e.g., denial of service attack);
  11. Using any program/script/command, or sending messages of any kind, designed to interfere with, or to disable a user’s terminal session;
  12. Furnishing false or incorrect data on the order form contract (electronic or paper) including fraudulent use of credit card numbers or attempting to circumvent or alter the processes or procedures to measure time, bandwidth utilization or other methods to document “use” of DEVELOPER’s products or services;
  13. Sending unsolicited mail messages, including the sending of “junk mail” or other advertising material to individuals who did not specifically request such material, who were not previous customers of the customer or with whom the customer does not have an existing business relationship (e.g., E-mail “spam”); or distributing, advertising or promoting software or services that have the primary purpose of encouraging or facilitating unsolicited commercial E-mail or spam;
  14. Harassment, whether through language, frequency, or size of messages;
  15. Unauthorized use or forging of mail header information;
  16. Solicitations of mail or any other email address other than that of the poster’s account or service, with the intent to harass or collect replies;
  17. Use of unsolicited email originating from within the DEVELOPER network or networks of other Internet Service Providers on behalf of or to advertise any service hosted by DEVELOPER or connected via the DEVELOPER network;
  18. Exporting, re-exporting, or permitting downloads of any content in violation of the export or import laws of the United States or Canada, or without all required approvals, licenses and exemptions;
    No failure or delay in exercising or enforcing these Terms and Conditions shall constitute a waiver of these Terms and Conditions or of any other right or remedy. If any provision of these Terms and Conditions is deemed unenforceable due to law or change in law, such a provision shall be disregarded and the balance of the policy shall remain in effect

Notwithstanding anything to the contrary, account termination by DEVELOPER due to any violation of the present Unacceptable Use Policy will result in automatic acceleration of all amounts payable under the present Terms and Conditions for the remaining of the Term and/or forfeiture of all funds already received.

Refund Policy

As noted above, DEVELOPER does not offer refunds for web design services or services performed up to and including the date of cancellation. In the event you would like to cancel any ongoing marketing or hosting services with DEVELOPER before the end of your prepaid term, 50% of the remainder of your prepaid term is non-refundable. Refund requests are never approved by email, and must be validated with the account holder over the telephone. Any money refunded is done so through the exact same method by which it was originally paid. Refunds cannot be issued in any other fashion. In case of an authorized refund, receipts will be emailed to the email address you have provided to DEVELOPER.

Disclaimer and Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, (I) DEVELOPER OFFERS ITS SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR WEBSITE) ON A “‘AS IS” AND “AS AVAILABLE” BASIS; AND (II) DEVELOPER, ITS AFFILIATES AND LICENSORS GIVE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ITS SERVICES (INCLUDING, WITHOUT LIMITATION, YOUR WEBSITE) INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS AS TO QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS,SUITABILITY, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR PURPOSE. ALL SUCH REPRESENTATIONS, WARRANTIES AND CONDITIONS ARE HEREBY DISCLAIMED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EXTENT OF DEVELOPER’S LIABILITY UNDER THESE TERMS AND CONDITIONS, WHATEVER THE CAUSE, SHALL BE LIMITED TO DIRECT DAMAGES IN THE AMOUNT PAID BY YOU TO DEVELOPER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO DEVELOPER’S LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, DEVELOPER SHALL NOT BE RESPONSIBLE FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THEY HAVE BEEN DISCLOSED TO DEVELOPER PRIOR TO THEIR OCCURRENCE.

In the event that you subscribed for additional search engine optimization services (commonly referred to as “SEO”) and similar services from DEVELOPER, you understand and acknowledge that DEVELOPER is not Google or any other search engine operator and that DEVELOPER cannot guarantee ranking. DEVELOPER will devote, within the limits of the services subscribed, reasonable efforts to improve the Website ranking with key word optimization, brainstorming with you, providing you with assistance for your content development at its discretion.

Indemnity

You will defend, indemnify, and hold harmless DEVELOPER, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any and all claims, liabilities, losses, damages, expenses and costs (including, but not limited to, reasonable legal fees) caused by or arising from (i) your access to, or use of, the Website or any Services we provide to you to the extent attributable to you, (ii) your violation of these Terms and Conditions; (iii) any breach by you of applicable laws; and (iv) your infringement of any intellectual property or other right of any third party.

Modification to these Terms and Conditions

DEVELOPER reserves itself the right to change these Terms and Conditions at any time. Any such change shall however be suspended until the end of the then current contract term and apply only to renewal thereof. If you feel the changes are unacceptable, you may cancel your Package as described in the Renewal Section of these Terms and Conditions.

Time zone, taxes, currency and interest

For the purposes of these Terms and Conditions, the date and time of any transaction will be the date and time in the U.S. Eastern Time Zone, including adjustments for Daylight Savings Time.
Taxes will apply wherever applicable by law.
All charges and/or amounts are billed in CANADIAN dollars. DEVELOPER reserves the right to charge interest for all unpaid amounts in the amount of eighteen per cent (18%) per annum until such unpaid amounts are fully paid.

Privacy Policy

DEVELOPER does not sell, trade or otherwise transfer your personal information to outside parties. This does not include outside parties who assist us in building and operating our client’s website, or servicing our clients so long as those parties agree to keep this information confidential. We may also release this information when we believe release is appropriate to comply with the law, enforce our sites policies, or protect ours or others rights, property, or safety.
The details of the ways that we collect, use and disclose personal information is set out in our Privacy Policy. By accepting these Terms and Conditions, you also accept the terms of our Privacy Policy.

Applicable laws and other provisions

You agree that these Terms and Conditions shall be construed under and shall be governed by the laws of the province of Alberta, without regard to conflict of law’s provisions. You hereby absolutely, irrevocably and unconditionally waive trial by jury in any litigation, action, claim, suit or proceeding, at law or in equity, arising out of, pertaining to or in any way associated with the covenants, undertakings, representations or warranties set forth herein, the relationships of DEVELOPER and yourself, these Terms and Conditions or any other agreement, instrument or document entered into in connection herewith, or any actions or omissions in connection with any of the foregoing. Any claim arising out of the present agreement, any dispute concerning the enforcement thereof, including its cancellation, and any dispute arising from a problem of interpretation of the present agreement shall be submitted to arbitration, and at the exclusion of ordinary courts. The parties hereto agree that the current provisions of Articles 940 and following of the Code of Civil Procedure shall govern any arbitration held under this section. For the purpose of the present agreement, the parties elect domicile in the judicial district of Stony Plain, Alberta, Canada. The parties to these Terms and Conditions hereby confirm their express wish that these Terms and Conditions, as well as all other documents related to it, including but not limited to all confirmations, notices, waivers, consents and other communications between the parties in connection with these Terms and Conditions be in the English language only and declare themselves satisfied with this; Les parties aux présentes conditions générales par les présentes confirment leur volonté expresse que ces termes et Conditions, ainsi que tous les autres documents concernant, y compris mais non limité à tous les confirmations, les avis, les dispenses, consent et autres communications entre les parties dans le cadre de ces termes et Conditions être en langue anglaise seulement et se déclarent satisfaits de cela.

Exhibit B – Attached Schedule For PRODUCTS

Delivery Date

For any Package which includes web design services , you will be billed a one-time design fee and your first monthly recurring fee immediately upon purchasing your Package each of which will be disclosed to you prior to completing your purchase. Upon receipt of confirmation of payment, DEVELOPER shall devote all reasonable efforts so that your website (hereinafter “the Website”) will be live within twenty (20) business days of confirmation of payment and, in the case of domain transfers, DNS changes or A Record adjustments, receipt of the domain name credentials. DEVELOPER reserves the right, at its sole discretion, to modify this time line in accordance to the project size and shall inform you in advance of the expected delivery date. For more precision, you understand and agree that the delay necessary to deliver the Website may vary depending on the speed in which you send changes or your material to DEVELOPER, if any.