This Service Agreement (the “Agreement”) outlines the terms and conditions under which Black & White Zebra Industries Inc. (“we”, “us” or “our”), doing business as The Digital Project Manager, agrees to provide you with certain services (the “Services”) more specifically described in an invoice to which this Agreement is referenced (the “Invoice”). To the extent of any conflict between the Invoice and this Agreement, this Agreement will prevail.
BY PAYING THE INVOICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT:
- SERVICES & FEES. Subject to the terms and conditions of this Agreement, we will provide you with the Services specified in the Invoice. You will pay to us the fees in the amounts and according to the terms set out in the Invoice (the “Fees”). The Fees will be paid in advance of the Services being provided, and we will have no obligation to provide the Services prior to receiving the Fees in full. The Fees are non-refundable. Any change in the Services requested by you may incur additional fees.
- MARKETING COMMUNICATIONS. You hereby consent to receive marketing communications from us via email, or any other form of communication, from time to time. You may opt-out at any time from such communications by emailing us. You hereby consent to our retaining and storing any personal information provided in the Invoice, such as name, address, telephone number and purchasing information, for the purpose of: (a) delivering the Services; (b) conducting internal reviews and improvements relating to the Services; and (c) keeping a record of our legal obligations.
- INTELLECTUAL PROPERTY OWNERSHIP. Except as expressly provided herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property. As between the parties, you own all intellectual property rights in the content and data you submit (collectively, the “Customer Data”) to the Services and the Digital Project Manager Website accessible at thedigitalprojectmanager.com (collectively, the “DPM Platform”), and we own all intellectual property rights in the DPM Platform, and all related components and information therein. You grant us a limited, non-exclusive, worldwide, royalty-free license to use the Customer Data for the purpose of providing you the Services. We will retain and will own a copy of any non-personally identifiable or aggregated information and/or data generated and/or collected by us in your use of the Services.
- DISCLAIMER. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WE HEREBY DISCLAIM ANY AND ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES WITH RESPECT TO THE DPM PLATFORM, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INTERRUPTION, SUITABILITY, UPTIME, QUALITY, ACCURACY, CLICK PERFORMANCE, LEAD GENERATION OR SALES RESULTS, SITE SPEEDS, TRAFFIC RESULTS, OR FITNESS FOR A PARTICULAR PURPOSE. FOR CERTAINTY, WE MAKE NO WARRANTY OR GUARANTEE WITH RESPECT TO THE RESULTS OF YOUR USING THE DPM PLATFORM. NOTHING IN THIS AGREEMENT WILL RESTRICT OUR RIGHT TO UPDATE, IMPROVE, TERMINATE, SUSPEND, OR OTHERWISE CHANGE ANY PART OR WHOLE OF THE DPM PLATFORM IN OUR SOLE DISCRETION WITHOUT NOTICE.
- RELEASE & INDEMNIFICATION. YOU HEREBY RELEASE AND FOREVER DISCHARGE US, AND OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AGENTS AND ASSIGNS (THE “RELEASED PARTIES”) OF AND FROM ANY AND ALL ACTIONS, LIABILITIES, DAMAGES, LOSSES, CLAIMS, AND DEMANDS (“CLAIMS”) OF ANY KIND WHATSOEVER AND HOWSOEVER ARISING, WHICH YOU CAN, WILL OR MAY HAVE IN CONNECTION WITH OR ARISING FROM THE DPM PLATFORM. YOU HEREBY AGREE TO DEFEND, INDEMNIFY, SAVE AND HOLD THE RELEASED PARTIES HARMLESS AGAINST AND FROM ANY AND ALL THIRD PARTY CLAIMS INCURRED OR SUFFERED BY THE RELEASED PARTIES AS A RESULT OF THE CUSTOMER DATA YOU PROVIDE US.
- GENERAL. This Agreement will be governed and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver. This Agreement, with the Invoice, constitutes the entire agreement with respect to the subject matter contained herein and there are no other terms, conditions, representations, warranties, or collateral agreements, express or implied. The invalidity or unenforceability of any provisions of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, which will remain in full force and effect. The parties are independent contractors, and this Agreement does not create a partnership, joint venture, agency, fiduciary or employment relationship. If we are prevented from or interfered with in any manner whatsoever, or otherwise delayed, in performing the Services or any other obligations hereunder, by reason of any event beyond our reasonable control, then our non-performance will not be deemed a breach of this Agreement provided that notice is given to you without delay, and our obligations hereunder will be extended by such reasonable amount of time determined by us in good faith. Any notice, report or other communication required or permitted to be given by us will be deemed to have been received if sent to your email address set out in the Invoice. This Agreement may not be assigned by you. We may assign this Agreement at any time and from time to time upon delivery of notice to you. This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
THE TERMS AND CONDITIONS PROVIDED IN THIS AGREEMENT WILL APPLY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW AND FORM AN ESSENTIAL CONDITION FOR OUR PROVIDING THE SERVICES.