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

3.0 Limitation of Liability

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:

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:

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:

11.0 Miscellaneous

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