Search Engine Marketing Campaign Terms and Conditions
These Nova Solutions Corporation Advertising Program Terms (hereinafter, the Terms, are entered into by the customer. By signing these Terms or any document that references or accepts these Terms electronically, the customer accepts the Terms and conditions attached to them and set up by Nova Solutions Corporation (hereinafter, Nova Solutions) in respect of all the services provided by Nova Solutions to the customer. These Terms govern Internet Advertising campaign(s) offered by Nova Solutions (hereinafter, ‘Campaign) in the scope of this document, described in your Key Phrases Package for Search Engine Marketing Campaign Agreement or “SEMC Agreement” executed by and between Nova Solutions and Customer. All parties hereby agree and acknowledge:
Campaign use is subject to all applicable Nova Solutions ad specification requirements and policies. Policies may be modified any time. Customer shall direct communication only to Nova Solutions regarding Customer’s Internet Advertising Campaign outlined in SEMC Agreement. Nova Solutions reserves the rights to modify ads to comply with any Policies.
2. The Campaign.
Nova Solutions will place Customer’s URL in the Internet search results table, as outlined in the SEMC Agreement for the specific keywords outlined in the SEMC Agreement, and will guarantee unlimited number of clicks for the specified keywords at a fixed price and for the duration of the term. If Nova Solutions is unable to maintain / display ads of the Customer’s URL in the search result table for the specified keywords, the Customer is entitled to receive time credits at the end of the term equal to double amount of the time during which the ad was not maintained/displayed. Customer must notify Nova Solutions regarding issues in writing via email to [email protected] The down time will be calculated from the date when the email notice is received and until the date when the ad was restored. With respect to monthly SEMC Agreement, Nova Solutions may send Customer an email notifying Customer that the monthly term must be changed to yearly term in order to maintain Customer beyond the next renewal for the keywords and settings specified in the current SEMC Agreement. The account is deemed approved by Customer after the modified SEMC Agreement is signed. Customer grants Nova Solutions permission to utilize an automated software programs to retrieve and analyze websites associated with the Campaign for ad quality and serving purposes. Nova Solutions may reject or terminate any Campaign at any time for Customer’s failure to provide payment.
SEMC Agreement is subject to automatic renewal under same terms and conditions as specified in original SEMC Agreement for the same duration as specified in original SEMC Agreement. Payment information specified on SEMC Agreement will be used for purpose of payment for renewal and subject to Section 8 of these Nova Solutions Corp Advertising Terms.
Customer may cancel advertising campaign within the first 24 hours of its electronic submission to Nova Solutions by emailing or faxing CANCELATION REQUEST to [email protected] or fax to 1-416-628-2778. Full refund will be issued back to the original credit card of the customer. Any Customer with CANCELATION REQUEST received after first 24 hours will not be entitled to refund.
Customer may cancel renewal of Contract Agreement without penalties by submitting CANCELATION REQUEST via email to [email protected] or fax seven days prior to expiration of original Contract Agreement. All Customers with CANCELATION REQUEST received within the first seven days after the Contract Agreement had been renewed will be liable for 50% of full amount of original Contract Agreement. No refunds will be issued for Customers with CANCELATION REQUESTS following the seventh day of Contract Agreement automatic renewal. CANCELATION REQUEST must clearly state Customer’s Name, name of authorized person on the account, and website address registered for the Campaign. All keywords and positions specified in Contract Agreement may be subject to Nova Solutions’ ability to resell the guaranteed position and specified keywords for this position or cancel advertisements already in production after CANCELATION REQUEST is received. Cancelled advertisements may still be published despite cancellation if cancellation of those ads occurs after first 24 hours when Contract Agreement was received by Nova Solutions. Nova Solutions may modify any of its advertising Campaigns at any time without liability.
At any time Nova Solutions may modify the Campaign and/or its Terms, including change in the price initially charged by Nova Solutions for the Campaign by giving the Customer a one-week notice (hereinafter, the Notice of Change) with no liability to Nova Solutions, its partners, appointees or affiliates. Should the Customer choose to continue with the Campaign at the end of the one-week period since the Notice of Change was delivered to the Customer, it is understood by the parties to this agreement that the Customer has accepted the Change to the Terms and accepted such changes. Should the Customer choose to terminate the Campaign after having received the Notice of Change, the Customer shall be charged only for the time during Campaign was conducted under the old Terms and Conditions and reimbursed the remaining amount already pre-paid by the customer. All sections will survive any expiration or termination of this Agreement.
Customer may cancel ANNUAL Contract Agreement, by sending a written request to [email protected] or fax to 1-416-628-2778. Customer’s account will be suspended immediately after cancellation request is received. Customer’s account will be converted to month-to-month account for all complete months account was active before cancellation, all additional days will be rounded to a full month of service. The price per month will be equal to 1/12 of the current annual price plus 30% premium. An annual cancellation fee equivalent to two months of new monthly price will be applied on the day of cancellation. All remaining credits will be refunded to the client, using original payment information. If Nova Solutions team is not able to provide customer the contracted positions, or account is going out of the estimated budget, Nova Solutions reserves the right to cancel the customer account. Customer will get partial refund (after subtracting Google advertising expenses, and 10% processing fee). Nova Solutions will provide a print screen proof of client’s Google Adwords account in order to prove the expenses.
5. Prohibited Uses; License Grant; Representations and Warranties.
Customer shall not advertise personally and shall not authorize any party to advertise anything illegal or engage in any illegal or fraudulent business practice. Customer represents and warrants that it holds and hereby grants Nova Solutions all rights (including without limitation any copyright, trademark, patent, publicity or other rights) in formulating the keywords and advertisement needed for Nova Solutions to operate Internet’s advertising campaigns for Customer in connection with this Agreement. Customer represents and warrants that all Customer information is complete, correct and current; and Customer’s Services or product will not violate or encourage violation of any applicable laws, regulations, code of conduct, or third party rights, including, without limitation, intellectual property rights. Violation of the foregoing may result in immediate termination of this Agreement or customer’s account without notice and may subject Customer to legal penalties and consequences.
6. Disclaimer and Limitation of Liability.
To the fullest extent permitted by law, NOVA SOLUTIONS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NONINFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND CUSTOMER’S BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, REVENUE, INTEREST, GOODWILL, LOSS OR CORRUPTION OF DATA OR FOR ANY LOSS OR INTERRUPTION TO CUSTOMER’S BUSINESS, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO NOVA SOLUTIONS BY CUSTOMER FOR THE AGREEMENT GIVING RISE TO THE CLAIM. Except for payment obligations, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labour conditions and power failures. The parties agree that this is a continuing indemnity which shall remain in full force until it is terminated.
Customer represents and warrants that it is authorized to act on behalf of and has bound to this Agreement any third party for which Customer advertises.
Customer shall be responsible for all charges up to the amount of SEMC Agreement, or as set in SEMC Agreement, and shall pay all charges in U.S. Dollars, unless otherwise specified on the SEMC Agreement. In case of declined/missing payment for monthly renewable contract, customer’s account will be suspended and customer must provide alternative payment within 7 days of the email notification. If payment is not provided with in 7 days, the account will be cancelled and Nova Solutions reserves the right to resell the contracted keywords. Nova Solutions reserves the right to a legal action against the Customer for any outstanding balances. Customer is responsible for paying all taxes, government charges, and reasonable expenses and attorneys fees Nova Solutions incurs collecting late amounts. To the fullest extent permitted by law, Customer waives all claims relating to charges unless claimed within 30 days after the charge. Charges are solely based on Nova Solutions’ measurements for the applicable Campaign, unless otherwise agreed to in writing. Customer acknowledges and agrees that any credit card and related billing and payment information that Customer provides to Nova Solutions may be shared by Nova Solutions with companies who work on Nova Solutions’ behalf, such as payment processors and/or sales agents, solely for the purposes of effecting payment to Nova Solutions and servicing Customer’s account. Nova Solutions may also provide information in response to all valid legal processes, or to establish or exercise its legal rights or defend against legal claims. Nova Solutions shall not be liable for any use or disclosure of such information by such third parties.
Customer also agrees and covenants to indemnify and save Nova Solutions harmless from and against any and all third party claims, demands, actions and causes of action which may be made or brought against Nova Solutions or the Customer or both in respect of SEMC Agreement or breach thereof, as well as Campaign conducted by Nova Solutions, and from and against all damages, loss, cost, including legal costs on a solicitor and client basis, liability or expenses which the Customer may suffer or incur as a result of or in respect of the Campaign.
The Agreement is governed by laws of Ontario, Canada. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any other applicable agreements, terms and conditions applicable to the subject matter hereof. Any conflicting or additional terms contained in additional documents (e.g. reference to a purchase order number) or oral discussions are void. Each party shall not disclose the terms or conditions of these Terms to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with a government law, rule or regulation. Customer may grant approvals, permissions, extensions and consents by email. Any notices to Nova Solutions must be sent to [email protected] with read receipt confirmation. Notice to Customer may be effected by sending email to the email address specified in Customer’s account, and is deemed received when sent. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and remaining provisions of the SEMC Agreement will remain in full effect. Customer may not assign any of its rights hereunder and any such attempt is void.
Web Design, SEO & Web Development Terms
The following terms and conditions document is a legal agreement between Nova Solutions Corp hereafter “Nova” and “Client” for the purposes of web site design or development. These Terms and Conditions set forth the provisions under which the Client may use the services supplied.
2. Acceptance of Work
Quotations are valid for 20 days from date of issue.
When the Client places an order to purchase a web site, business cards, templates, flyers, newsletters, seo, web site updates or other services from Nova, the order represents an offer to Nova which is accepted by Nova only when an invoice is sent to the Client. No contract for the supply of services exists between Client and Nova until Nova sends an invoice to the Client for payment. The invoice equals acceptance by Nova (or third party supplier) of Clients offer to purchase services from Nova and this acceptance of work is a valid contract between Client and Nova regardless of whether Client receives the invoice.
Any other services on the order which have not been included in the invoice do not form part of the contract. The Client agrees to check the details of the invoice are correct and should print and keep a copy for their records.
Nova reserves the right to withdraw from the contract at any time.
3. Permission and Copyright
All pages, images, text and code on Nova’s web site at http://www.Novasolutions.ca/ is copyrighted material.
Client and any visitors to the Nova ’s web site at http://www.Novasolutions.ca/ may not use any of the pages, images, text or code on the web site for use on Client’s or visitors own web site or to create a web site, templates without prior written permission from Nova .
Copyright of the completed web designs, images, pages, code and source files created by Nova for the project shall be with the Client upon final payment only by prior written agreement. Without agreement, ownership of designs and all code is with the Nova.
Client agrees that resale or distribution of the completed files in full or in part is forbidden unless prior written agreement is made between the Client and the Nova.
Client hereby agrees that all media and content made available to Nova for use in the project are either owned by the Client or used with full permission of the original authors. The Client agrees to hold harmless, protect and defend Nova from any claim or suit that may arise as a result of using the supplied media and content.
Client agrees that Nova Solutions Corporation includes development credits (located in the footer or copyright area of the designed website) and links within any code Nova designs, builds or amends. Client is not permitted to remove development credits unless agreed to in a separate contract.
Client agrees that Nova reserves the right to include any work done for the Client in a portfolio of work.
Nova reserves the right in its sole discretion to refuse to sell design or code to a Client who has a site which it deems is, including but not limited to, unlawful or inappropriate, contains a virus or hostile program, constitutes harassment, racism, violence, obscenity, harmful intent, spamming, contains adult content, commits a criminal offence, infringes privacy or copyright or any other questionable media at Nova own discretion. Nova reserves the right to refuse to sell design or code to those thought or known as competitors of Nova. Nova reserves the right to refuse sale for orders from suspect payment or address details or other reason at Nova own discretion. Nova reserves the right without notice to cancel, reject, refuse sale to or work with a Client without reason for such rejection or refusal.
5. Domain Names and Hosting
Client agrees to take all legal responsibility for use of third party domain name, hosting and email services and hereby agrees to indemnify and hold harmless the Nova from any claim resulting from the Client’s publication of material and use of the domain name, hosting and email services.
All alterations for web site design, development and SEO projects are to be requested in writing either by email or postal mail by the Client. After the specified allowed hours of alterations have been completed, Nova reserves the right to advise the Client as such and send a separate quotation to the Client and to request payment for any further alterations. Nova reserves the right to request payment be received for further alterations before continuing work.
Upon completion of a design, the website will go live on their specified domain name and once “live”, the Client agrees that any further design alterations are chargeable at a rate of $100 per hour.
Client agrees to provide any or all required information and content to Nova in good time to enable Nova to complete a design, SEO or web site work as part of an agreed project. Client also agrees that should they not provide all content in this 30 day period from the initial date of the first invoice, Nova reserves the right without notice to cancel, reject, refuse sale to or work with a Client should they not adhere to this. There will be no refunds issued whatsoever once the project has commenced.
Web stores and or ecommerce sites require all of the images / content to be integrated into the site and must be provided before the project commences. If images / content is not forthcoming promptly then once the site structure is built, the images / content to hand will be used. Additional images / content that the client wants included after the framework has been built will be charged at a rate of $100 per hour.
Client agrees that a HTML page built from a graphic design may not exactly match the original design because of the difference between the display in design software and the rendering of HTML code by internet browser software. Nova agrees to try and match the design as closely as is possible when building the code.
Nova endeavours to create pages that are search engine friendly, however, Nova gives no guarantee that the site will become listed with search engines or of certain search results. In no event shall Nova be held liable for any changes in search engine rankings as a result of using Nova code.
If an error or issue with the design or code arises during the project which does not allow the design or code to match the original specification, then Client agrees that Nova can apply a nearest available alternative solution.
After site completion, a Client or a third party of their choosing may wish to edit their web site code themselves to make updates. However, the Client agrees that in so doing they assume full responsibility for any issues which occur as a result of changing the code themselves. If Client or a third party of their choosing edits the web site code and this results in functionality errors or the page displaying incorrectly, then Nova reserves the right to quote for work to repair the web site.
Nova reserves the right to assign subcontractors in whole or as part of a project if needed.
Nova agrees that it is their responsibility to have regular backups of their website and software made by themselves or third party services in case of a software or hardware failure.
All communications between Nova and Client shall be by telephone, email, Skype or postal mail, except where agreed at Nova’s discretion.
7. Web Browsers
Nova shall make every effort to ensure sites are designed to be viewed by the majority of visitors. Sites are designed to work with the main browsers Internet Explorer, Google Chrome and Mozilla Firefox latest releases. Client agrees that Nova cannot guarantee correct functionality with all browser software across different operating systems.
Clients agree that after handover of files any updated software versions of the main browsers Internet Explorer, Google Chrome and Mozilla Firefox, domain name setup changes or hosting setup changes thereafter may affect the functionality and display of their web site. As such, Nova reserves the right to quote for any work involved in changing the web site design or web site code for it to work with updated browser software, domain name or hosting changes.
8. Payment Terms
All prices quoted are prior to HST charges.
All invoices must be paid in full within 5 days of the invoice date and Nova will carry out work only where an invoice has been paid by the Client for the work, unless otherwise agreed at Nova discretion.
Additional work requested by the Client which is not specified in the agreed quotation is subject to a separate quotation and Nova reserves the right whether to quote or accept additional work. If additional work is accepted by Nova it may affect timescale and overall delivery time of the project.
The Client can choose either to pay the full cost in one payment or split the cost into 2 payments to be agreed with the Nova. All payments are non refundable and should the cost be split into 2 payments then the first half of the payment is to be received before work commences, and the second payment to be received towards the end of work and before handover of finished files.
Once an invoice is sent to the Client it must either be paid either by bank transfer, check made payable to “Nova Solutions Corp” and sent with proof of posting to the Nova ’s main postal address, Cash, Email Money Transfer (EMT) or paid online with major credit card via Paypal secure online payment.
Nova reserves the right to decline further work on a project if there are invoices outstanding with the Client or there have been issues in the past with said client.
A non-refundable payment of the deposit is considered to be acceptance of a mutual contract and acceptance of the Terms and Conditions as stated in this document.The remaining amount agreed to verbally and stated on the invoice, shall become due when the Work is completed to the reasonable satisfaction of the Client but subject to the terms of Clause “Approval of Work” and Clause “Rejected Work” hereof. Nova reserves the right not to begin the Work until the said deposit has been paid in full.
- Approval of Work
On completion of the Work, the Client will be notified and have the opportunity to review it. The Client should notify NOVA, in writing (email), of any unsatisfactory points within 7 days of receipt of such notification. Client is allowed to make 2 revisions after the initial presentation of word. Any of the Work, which has not been reported in writing to NOVA as unsatisfactory within the 7-day review period, will be deemed to have been approved. Once approved, or deemed approved, work cannot subsequently be rejected, and the contract will be deemed to have been completed and the balancing payment will become due. The Contract will remain in effect until all obligations have been completed in terms of this Clause.
- Rejected Work
If the Client rejects the Work within the 7 day review period, or will not approve subsequent Work performed by NOVA to remedy any points reported by the Client as unsatisfactory, and NOVA considers that the Client is unreasonable in his repeated rejection of the Work, the contract will be deemed to have expired and NOVA can take any legal measures to recover both payment for the completed Work and reasonable expenses incurred in recovering payment. NOVA keeps the deposit amount in this event.
Client may request that the Nova cancel a project in writing by email or postal mail to Nova and the project is cancelled only if Nova confirms work has not been started on the project. If Nova has begun or completed the work and the Client no longer requires the files, but have agreed to the work, they are still obliged to pay Nova for the work that has been carried out.
All invoices are submitted by email except where required otherwise by regulations or agreed at Nova ’s discretion.
Nova reserves the right to remove it’s work, website and email functionality for Client from the Internet if payments are not received. Any applications or requests for services will be declined if payment cannot be successfully processed within 72 hours of the order.
If a client payment is overdue or service(s) have been suspended for non-payment (which includes SEO), we highly recommend that contact us and arrange to make a payment as soon as possible to bring your account back into credit. The quickest way to make a payment is by credit card or EMT.
For overdue payments for services longer than 1 month (which includes SEO), Nova will add a 5% late fee and Nova WILL remove ALL client email and website functionality for that particular website. The client may then notice a sign on their website stating: “WEBSITE AND EMAILS SUSPENDED FOR NON-PAYMENT. Please contact the billing department at Nova Solutions Corp to arrange payment via credit card or EMT “. To bring the client account back in to good standing, the client will be required to make FULL payment within 3 days of this notification being placed on the client website and the client may be asked to find alternative SEO services, ftp, website and email hosting at this time, solely at Nova discretion. Repeated failure by the client to pay for outstanding services in a timely fashion WILL result in Nova informing the client that they need to find alternative SEO services, ftp, website and email hosting within 14 days as the website, emails, SEO and ftp access will be completely removed from Nova server on the 15th day automatically. The client will be provided a backup copy of the website and database(s) (if any) in a zip file, ONLY once any outstanding amounts, which include the yearly conclusion of the SEO Contract(s) and any outstanding website updates, have been paid in full to Nova .
Should a client provide a site for us to host, then they may be provided a backup copy of the website and database(s) (if any) in a zip file, ONLY once any outstanding amounts, which include the yearly conclusion of the SEO Contract and any outstanding website updates, have been paid in full to Nova .
Service fees are due at the time of order or on the day of renewal. All fees must be paid in full.
Billing inquiries and disputes should be brought to Nova ’s attention within 6 days of the invoice date. Failure to do so will be deemed to be an admission that the invoice and charges are accurate.
If any charge back or charge dispute notices are received for your account, services provided to you may be immediately suspended pending investigation, and you will be subject to charge back service charges. Where applicable, Nova reserves the right to put your domain name into “Registrar Hold” status and deny any transfer requests for that domain name until the charge back or dispute issue has been resolved.
Accounts will be suspended if its service renewal fees are not paid within 7 days of the due date. Accounts suspended in this manner can be re-activated (1 hour during normal working hours) upon payment of the Account Reactivation Fee (see below).
Nova reserves the right to modify service fees and rates, effective upon posting on the Nova website or on this Agreement. Current service charges include the following (non-exclusive list):
• Account Reactivation Fee: $75.00
• Chargeback Service Charge: $75.00
• Reactivation Fee (TOS Violation): $75.00
• Refund Processing Fee: $75.00
9. Liability and Warranty Disclaimer
Nova provides their web site and the contents thereof on an “as is” basis and makes no warranties with regard to the site and it’s contents, or fitness of services offered for a particular purpose. Nova cannot guarantee the functionality or operations of their web site or that it will be uninterrupted or error free, nor does it warrant that the contents are current, accurate or complete.
Nova endeavors to provide a web site within given delivery time scales to the best of it’s ability. However, the Client agrees that Nova is not liable for any claims, losses, costs incurred or compensation due to any failure to carry out services within a given delivery timescale.
The Client agrees Nova is not liable for absence of service as a result of illness or holiday.
The Client agrees Nova is not liable for any failure to carry out services for reasons beyond it’s control including but not limited to acts of God, telecommunication problems, software failure, hardware failure, third party interference, Government, emergency on major scale or any social disturbance of extreme nature such as industrial strike, riot, terrorism and war or any act or omission of any third party services.
Nova is not liable for any consequences or financial losses such as, but not limited to, loss of business, profit, revenue, contract, data or potential savings, relating to services provided.
On handover of files from Nova to Client, the Client shall assume entire responsibility in ensuring that all files are functioning correctly before use.
Whilst every effort is made to make sure files are error free, Nova cannot guarantee that the display or functionality of the web design or the web site will be uninterrupted or error free. If after handover of files errors are found in code the Nova has created and the main browsers Internet Explorer and Mozilla Firefox, domain name setup and hosting setup are the same as when work began, then Nova can correct these errors for the Client at it’s own discretion.
If after handover of files errors are found in code the Nova has created and the main browsers Internet Explorer and Mozilla Firefox have released an updated software version, or the domain name setup or hosting setup has been changed, Nova can correct errors for the Client free of charge and reserves the right to quote separately for any additional work needed as a result of changes to the browser software, domain name setup or hosting setup.
Should Client goes into compulsory or involuntary liquidation or cannot pay its debts in the normal course of business, Nova reserves the right to cancel forthwith any projects and invoice Client for any work completed.
Nova shall have no liability to the Client or any third parties for any damages, including but not limited to, claims, losses, lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages, email, SEO or web site, even if Nova has been advised of the possibility of such damages.
There are sometimes laws / taxes / shipping issues which affect Internet ecommerce. Client agrees that it is their responsibility to comply with such laws and will hold harmless, protect, and defend Nova and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet ecommerce.
Nova reserves the right to quote for any updates as separate work. Client agrees Nova is not liable for any failure to inform or implement these updates to their site. Client agrees that it shall defend, indemnify, save and hold Nova harmless from any and all demands, liabilities, costs, losses and claims arising from omission to inform or implement these updates.
Client agrees to use all Nova services and facilities at their own risk and agree to defend, indemnify, save and hold Nova harmless from any and all demands, liabilities, costs, losses and claims including but not limited to attorney’s fees against Nova or it’s associates that may arise directly or indirectly from any service provided or agreed to be provided or any product or service sold by the Client or its third parties. Client agrees this indemnification extends to all aspects of the project, including but not limited to web site content and choice of domain name.
Client also agrees to defend, indemnify and hold harmless Nova against any liabilities arising out of injury to person or property caused by any service provided or agreed to be provided or any product or service sold by the Client or third parties, including but not limited to, infringement of copyright, infringement of proprietary rights, misinformation, delivery of defective products or services which is harmful to any person, business, company or organization.
Nova and any third party associates agrees that, except if directed by the Client, it will not at any time during or after the term of this agreement disclose any confidential information. Likewise, the Client agrees that it will not convey any confidential information about Nova to another party.
In projects Nova and any third party associates shall use information provided by a Client in relation to this agreement in accordance with the Data Protection Act 1998 and also for the following purposes 1:) to identify the Client in communications with them and 2:) to contact the Client from time to time to offer them services or products which may be of interest to or benefit the Client.
Nova reserves the right to terminate a project with a Client at any time without prior notification if it finds the Client in breach of these terms and conditions. Nova shall be the sole arbiter in deciding what constitutes a breach. All payments are non refundable.
This agreement shall be governed by the laws of Canada which shall claim venue and jurisdiction for any legal motion or claim arising from this agreement. This agreement is void where prohibited by law.
Where one or more terms of this contract are held to be void or unenforceable for whatever reason, any other terms of the contract not so held will remain valid and enforceable at law.
Any and all matters pursuant to this agreement are governed by Canadian Law and are under exclusive jurisdiction of the Canadian Courts.
Nova reserves the right to alter these Terms and Conditions at any time without prior notice.
By accepting a quotation or making a payment of invoice to use the services supplied, the Client acknowledges to have read, understand, and accept the Terms and Conditions of this Agreement, and agrees to be legally binding by these Terms and Conditions.