Terms and Conditions

1. Terms. This Services Agreement, as well as any exhibits or order forms that may be attached, (“Agreement”) is entered into between you (“Client”) and LEADOX Group (“LEADOX”). Subject to this Agreement, Client agrees to engage LEADOX to design, develop, and/or market a website (“Services”) for Client, which will be owned by LEADOX (collectively “Parties”). In return, Client shall pay LEADOX the amount reflected on the order form, as well as any other amounts that may be billed in the future. LEADOX may, but is not required, provide payment schedule to Client with any payment being due and owing on the first day of each period. In the event Client is more than five (5) days late on any payment LEADOX may demand the full amount owing and refuse to provide any further Services until paid. In the event Client wishes to terminate this Agreement for any reason prior to the completion of any Service then Client shall be responsible for an early termination fee equivalent to the sum of three (3) monthly payments under this Agreement or thirty percent (30%) of the total contract, whichever is greater.
2. Client Content. Client shall provide or make available to LEADOX any content that Client wishes to include on its website or marketing campaign. In doing so, Client represents and warrants that it owns, or has the right to use, any content it provides to LEADOX (“Client Content”). Client hereby grants to LEADOX a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content in connection with this Agreement or for the purposes of marketing, advertising, or display of LEADOX’s Services. Client agrees to indemnify and hold LEADOX harmless from all claims, errors & omissions, disputes, damages, cost and expenses, including attorneys’ fees, incurred by LEADOX as a result of any third party claim arising out of a breach, or alleged breach, of any representation, warranty, infringement, derivative work, work product, Client Content, or any provision of this Agreement.
3. Work Product. LEADOX takes great pride in the work it does and wishes to protect the rights it has to that work. To that end any work LEADOX creates for the Client will remain the intellectual property of LEADOX, and any Client Content will remain the intellectual property of the Client. Client agrees not to duplicate any of the work LEADOX may create for Client without the express written permission of LEADOX.
4. Warranty; Limitation of Liability. LEADOX IS PROVIDING THE SERVICES ON AN “AS IS” BASIS, AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE SERVICES PROVIDED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL LEADOX BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES. As the basis for the bargain between the Parties, Client agrees that: (1) LEADOX liability is limited to only those remedies set forth in this Agreement; (2) Client is responsible for an early termination fee if this Agreement is cancelled; and (3) the Services are not guaranteed and/or the Services may not produce the results desired by Client.
5. Termination. This Agreement may be terminated by the parties as follows: (i) either party may terminate this Agreement at any time in the event that the other party breaches a material provision of this Agreement and such breach remains uncured for thirty (30) days after having received written notice of such breach; and/or (ii) in the event Client wishes to terminate before the end date the Client shall remain responsible for the early termination fee as outlined in this Agreement, as well as all fees, penalties, charges, license transfer and copyright assignment fees, or attorneys’ fees when applicable, for which such sum is the basis of the bargain between the parties in making this Agreement. LEADOX will not be liable for any loss that may result from the termination of this Agreement, including any charges, costs, or attorneys’ fees’ whether it knew or should have known that such loss would have resulted.
6. Miscellaneous. Each party to this Agreement is an independent contractor, and not a partner, join venture, or employee of the other. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision. If any provision of this Agreement shall be invalid or unenforceable, the remainder of this Agreement shall be enforced to the fullest extent permitted by law. This Agreement shall be governed by and interpreted in accordance with the laws of Ontario, Canada, without reference to principles of conflicts of law, and shall be binding on the parties hereto in Canada and worldwide, with the prevailing party in any dispute over the terms of this Agreement, or the collection of any fees, entitled to reasonable attorneys’ fees and costs. This Agreement represents the entire Agreement between the parties with respect to the subject matter addressed herein, and supersedes all prior and contemporaneous proposals. This Agreement shall not be modified or changed in any manner except in another writing signed by both parties. This agreement may be executed in counterparts and by facsimile, each of which shall be deemed to be an original and all of which shall constitute one and the same instrument. Any notice required or permitted by this Agreement shall be in writing and shall be delivered either personally with verification of receipt, or by certified mail. Any and all confidential information provided by either party for the development or use of the Services described herein shall be treated confidentially.