Terms of Service

Between: Your company or organization which is referred to as the “Client”; and ProwareLabs inc., the“Developer” collectively referred to as the Parties.

1.0 Intellectual Property Rights

The Developer agrees to grant to the Client the non-exclusive right to use and promote its’ new website. For the purposes of this Clause, Material shall mean the materials, in whatever form, used by the Developer to provide the Services in whatever form, produced by the Developer pursuant to this Agreement. The Developer reserves all rights, any and all of the copyrights, other intellectual property rights and any other data or Material used or subsisting in the Material whether finished or unfinished. If any third party intellectual property rights are used in the Material the Developer has ensured that it has secured all necessary consents and approvals to use such third party intellectual property rights for the Developer and the Client.

Furthermore, the Client recognizes that ProwareLabs regards this website as its proprietary information and as confidential trade secrets of great value. The Client agrees not to provide or to otherwise make available in any form this agreement, or any portion thereof, to any person other than employees and lawyer of the Client without the prior written consent of the Developer. The Client further agrees to treat this agreement with at least the same degree of care with which the Client treats its own confidential information and in no event with less care than is reasonably required to protect the confidentiality of this agreement.

2.0 Warranty

• 2.1 The Developer represents and warrants that:
• a. it will perform the Services with reasonable care and skill; and
• b. the Services provided by the Developer to the Client under this Agreement will not infringe or violate any intellectual property rights or other right of any third party.

3.0 Limitation of Liability

• 3.1 Subject to the Client’s obligation to pay the Price to the Developer, either party’s liability in contract, tort or otherwise (including negligence) arising directly out of or in connection with this Agreement or the performance or observance of its obligations under this Agreement and every applicable part of it shall be limited in aggregate to the Price.
• 3.2 To the extent it is lawful to exclude the following heads of loss and subject to the Client’s obligation to pay the Price, in no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever.

4.0 Term

This agreement shall continue in force commencing the date of purchase and shall continue for one year and automatically renew every year thereafter, unless terminated sooner.

5.0 Deemed Renewal

This Agreement shall automatically continue following the expiry of the term set out above until it is:

• 5.1 superseded or replaced by a subsequent agreement; or
• 5.2 terminated in its entirety by either party by giving a sixty (60) day written notice.

6.0 Termination

This Agreement will not be terminated prior to the end of the term set out in Section 4.0 hereto unless a notice of termination is received by Prowarelabs as per Section 5.0

7.0 Termination for Default

The Client may terminate this Agreement at any time prior to the end of the term as set out in Section 4.0 if:

• 7.1 the Developer has failed to honor its obligations under this Agreement; or
• 7.2 Developer is not carrying out its duties or obligations pursuant to this agreement; and Developer fails to remedy the problem in a manner satisfactory to the Client, acting reasonably, within 30 days of being notified by the Client in writing of any such problem.

8.0 Relationship of the Parties

The Parties acknowledge and agree that the Services performed by the Developer, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

9.0 Confidentiality

Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

10.0 Notices

Any notice which may be given by a Party under this Agreement shall be deemed to have been duly delivered if delivered by hand, first class post or electronic mail to the address of the other Party as specified in this Agreement or any other address notified in writing to the other Party. Subject to any applicable local law provisions to the contrary, any such communication shall be deemed to have been made to the other Party, if delivered by:

• 10.1 first class post, 2 days from the date of posting;
• 10.2 by hand on the date of such delivery; and/or
• 10.3 electronic mail, when the Party sending such communication receives confirmation of such delivery by electronic mail.

11.0 Miscellaneous

• 11.1 The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
• 11.2 If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected.
• 11.3 Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.
• 11.4 This Agreement may not be amended for any other reason without the prior written agreement of both Parties.
• 11.5 This Agreement constitutes the entire understanding between the Parties relating to the subject matter hereof unless any representation or warranty made about this Agreement was made fraudulently and, save as may be expressly referred to or referenced herein, supersedes all prior representations, writings, negotiations or understandings with respect hereto.
• 11.6 Neither Party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure or delay is caused by any circumstances beyond its reasonable control, including but not limited to acts of god, war, civil commotion or industrial dispute. If such delay or failure continues for at least 7 days, the Party not affected by such delay or failure shall be entitled to terminate this Agreement by notice in writing to the other.
• 11.7 This Clause 2.12(g) and Clauses 2.3, 2.8, 2.9, 2.10 and 2.11 of this Agreement shall survive any termination or expiration.
• 11.8 This Agreement shall be governed by the laws of the jurisdiction in which the Developer is located referred to as (Territory). The parties agree to submit disputes arising out of or in connection with this Agreement in the courts of this Territory.
• 11.9 Upon being notified of a problem or change required to any website, the Developer shall within 7 business days acknowledge, assess and give an estimate of the time to repair or make changes.
• 11.10 It is agreed by both parties that if changes or additional work is required on any website, some charges and applicable taxes may apply.