This Website Building & Hosting Agreement (the “Agreement”) is entered into between Compass Creative Studio Inc. (“Compass Creative”) and you (the “Client”) and is intended to set forth the terms of website building and/or website hosting services provided by Compass Creative to the Client.
In consideration of the mutual covenants set forth in this Agreement, the parties agree as follows:
1) Compass Creative will provide website building services and website hosting services (the “Services”) to the Client for the express purpose of assisting the Client in creating and/or providing http Internet content to the public generally. The Services allow the Client to maintain one or more Internet websites (“Client Website”), track marketing leads, and access web space.
2) The Services assist the Client in presenting the Client Website using content provided by the Client (“Client Content”) and content provided by Compass Creative (“Compass Creative Content”).
3) Compass Creative reserves the right to amend, change, modify, add to or otherwise alter the Services with equivalent or otherwise comparable services.
4) The Services include server space and data transfer allowances for the purposes of displaying the Client Website. Compass Creative reserves the right to limit server space and data transfer allowances.
5) Client acknowledges that the Services assist the Client in building a professional website incorporating Compass Creative’s marketing expertise and guidance, and that copyright in the collective work of the Client Website, regardless of whether or not the Client Website is published or unpublished, is owned by Compass Creative.
6) Compass Creative retains all intellectual property rights, including but not limited to copyright and trade-mark rights, in the Compass Creative Content which includes but is not limited to the trade-marks COMPASS CREATIVE and WORKSITES.NET, the WORKSITES.NET tool and application, questions, templates, photographs, video, text materials, graphic designs, illustrations, taglines, creative writing and website contents and layouts Compass Creative provides.
7) Client retains all intellectual property rights in the photographs, graphics, text material and content it creates or owns and submits to the Client Website.
8) Client provides Compass Creative with all necessary rights to use and reproduce the Client content for the purposes of building and hosting the Client Website.
9) Client provides Compass Creative with all necessary rights to use and reproduce the Client Content in the collective work of the Client Website for Compass Creative’s own promotional purposes.
10) Client warrants that it owns or has any necessary license to use and sub-license the Client Content on the Client Website. Client warrants that it meets the requirements or has the permissions to use any third party trade-marks, trade association names or logos added to the Client Website and that such requirements or permissions will be maintained by the Client.
11) Client assumes all responsibility to obtain and renew any necessary trade-mark rights and custom domain name rights for the Client Website.
12) The Client assumes all responsibility to ensure there is no violation of law, no infringement of any intellectual property rights of any other party, no comments or information, Client supplied content, testimonials, or third party supplied content, which is or could be defamatory, threatening or harassing, or misleading, no comments or content which is or could be discriminatory in contravention of any applicable laws, and no viruses or other programming defects introduced by the Client or from the Client Website.
13) The Client will use the Client Website and the Services in a manner fully consistent with the applicable laws of Ontario and Canada.
14) Client shall not use, reproduce, translate, perform or publish the Client Website or portions thereof through other website hosting means without the permission of Compass Creative.
15) A copyright notice in the form provided below shall be displayed at the bottom of each page of the Client Website: © 2013 Compass Creative Inc.
16) A notice of attribution in the form provided below shall be displayed on each page of the Client Website: Powered by Worksites.net
17) Client acknowledges that it has read and agrees with the terms of the Compass Creative Privacy Policy which is hereby incorporated into this Agreement.
18) Client assumes all responsibility to ensure that the collection, use and/or disclosure, of any personal information through the Client Website, including but not limited to personal information contained in any photographs, testimonials, Lead Tracker information, or other marketing data, is carried out in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any other applicable laws.
19) Compass Creative provides the Services on an “as is” and “as provided” basis. All warranties, including but not limited to any implied warranties of merchantability, fitness for a particular purpose or non-infringement of rights of others, are expressly excluded and denied.
20) Compass Creative provides no editing, controlling, monitoring or other service which might, or might be considered to, correct or otherwise alter Client Website content to comply with applicable laws, including but not limited to la Charte de la langue française.
21) Notwithstanding the above clause, Compass Creative reserves the right to edit the Client Website, including removing content such as, but not limited to, trade-marks or association logos, pornography or obscenity, on its own initiative or at the request of third parties.
22) There are no implied or express warranties included in this Agreement or in the provision of the Services, or any document relating to the Services, that (i) the Services or any software will meet any specific requirements; (ii) any results or outcomes from the use or employment of the Services will be reliable or accurate; (iii) the Services or any software will be provided uninterrupted, secure, free of any errors or provided on a timely basis; (iv) any errors which may occur in any software or the Services will be corrected; or (v) that expectations will be satisfied with respect to the quality of the Services, any other services, products, information or any other materials or information.
23) Security features which may be included or built into any software may contain limitations in their effectiveness. It is the Client’s responsibility to determine the appropriateness of any such features for the Client’s needs.
24) No warranty not otherwise expressly contained or set forth in these terms shall be inferred, expressed, contained or created by any information or advice from Compass Creative, whether written or oral.
25) Compass Creative assumes no responsibility for the timeliness, deletion, failure to store, or mis-delivery of any communication by any party, or for any personal settings.
26) Subject to the above terms, Compass Creative will retain and publish data for the Client Website and account for the following periods:
a) New Accounts: where an account has been created by entering an email address, company name, password and WORKSITES.NET website address, but a subscription has not been purchased to publish the account, Compass Creative will retain data associated with the account and Client Website for a period of 12 months after the account was created. If a subscription is purchased prior to the end of this 12 month period, data associated with the account and Client Website will be restored. After this 12 month period, Compass Create reserves the right to delete the account and any data associated with the Client Website.
b) Active Accounts: where an account has been created and a subscription has been purchased, Compass Creative will retain data for the Client Website and account, and publish the Client Website while the subscription remains paid and in good standing.
c) Expired Accounts: where an account has been created and a subscription has been purchased to publish the Client Website, and payment has not been received within ten days of the Renewal Date for the subscription, Compass Creative reserves the right not to publish the Client Website until payment is received in full.
d) Cancelled Accounts: where an account has expired as described above, or has been terminated by the Client or by Compass Creative, Compass Creative will retain data associated with the account and Client Website for a period of 12 months after expiration or termination of the account. If a new subscription is purchased prior to the end of this 12 month period, data associated with the account and Client Website will be restored. After this 12 month period, Compass Create reserves the right to delete the account and any data associated with the Client Website.
27) The Client understands and agrees that Compass Creative, along with its officers, employees, directors and shareholders, shall not be liable, under any circumstances or principles of law, for any direct, indirect, consequential, incidental, special, punitive or exemplary damages, including but not limited to damages for loss of business, use, data, profit, goodwill or other intangible losses, whether or not within the knowledge or anticipation of Compass Creative, from: (i) the Client’s use of or inability to use the Services; (ii) any costs to acquire alternative or replacement goods or services; (iii) errors, omissions, defects, delays in operation or transmission of information or data, or any other failure of performance of the Services or software; (iv) statements by or the conduct of any third party concerning the Services; (v) unauthorized access to or alteration of or transmission of data; (vi) any goods or services offered by means of the Services; or (vii) any other matter relating to the Services or the software.
28) Compass Creative’s liability shall not in any event exceed the aggregate amount of payments made by the Client to Compass Creative over the course of the term of this Agreement. Prices are established by Compass Creative in reliance upon these limitations and disclaimers of warranties and damages, which form an essential basis of the bargain established between the parties. The Limitations and exclusions of liability set forth in this Agreement will survive and apply even if Compass Creative is found to have failed to fulfill the essential purpose of the Agreement.
29) This Agreement will become effective on the date that an account is created and shall remain in effect until the account has been cancelled or terminated.
30) By starting a subscription, Client authorizes Compass Creative to automatically charge a monthly subscription fee at the rate effective on the date of the start of the subscription to the credit card account which Client provides until Client cancels or until the Services are terminated according to this Agreement. Client acknowledges that the amount billed each month may vary due to promotional offers or coupons or the expiry of promotional offers or coupons and Client authorizes Compass Creative to charge the credit card account for these varying amounts. As outlined in the Compass Creative Privacy Policy, account information and credit card holder data may be transferred, processed and stored outside of Canada by third party processors which Compass Creative engages to complete subscription payments.
31) The monthly subscription fee for the Services will be billed at the start of the subscription and each month thereafter until Client cancels the subscription. Compass Creative automatically bills the credit card provided for an account each month on the calendar day corresponding to the start of the paid subscription (the “Renewal Date”). Compass Creative reserves the right to change the timing of billing, if, for example, the Client’s account has not successfully settled. In the event that the paid subscription began on a day not contained in a given month, Compass Creative may bill Client’s credit card on a day in the applicable month or such other day as Compass Creative deems appropriate. For example, for a subscription starting on January 31st, the next payment may be billed on February 28th.
32) Compass Creative reserves the right to revise the monthly subscription fee for the Services in any manner and at any time. Except as otherwise expressly provided for in this Agreement, any changes to the monthly subscription fee will take effect one month following email notice to the Client.
33) If an account is Expired or Cancelled, as described in Section 25 of this Agreement, at any time during the payment of the monthly subscription fee at a promotional price or with the use of a coupon, that promotion or coupon will be cancelled and will not be available for use with the Client’s account.
34) Payments are NON-REFUNDABLE. Client may cancel an account at any time, and Client will continue to have access to the Services to the end of the monthly billing period. There are NO REFUNDS OR CREDITS FOR USE OF A PARTIAL MONTH OF SERVICES. To cancel, the Client will submit a cancellation request using the form on the WORKSITES.NET support page (https://worksites.net/support).
35) Client is responsible for ensuring that the credit card account information is current. The account information may be edited by logging into WORKSITES.NET and visiting the “my settings” page. If a payment is not successfully settled due to expiration, insufficient funds, a change in account information or otherwise, and Client does not edit the account information or cancel the account, the account will be deemed Expired as described above and may be cancelled. Compass Creative may, but is not obligated to, provide email notice of an unsuccessful payment prior to an account becoming Expired.
36) From time to time, as disputes may arise between the Parties, the Parties expect that such disputes will be resolved through open, frank, and honest discussion by the representatives of the Parties. In the event that a dispute arises in respect of the interpretation or performance of this Agreement which cannot be resolved by mediation or mutual agreement, both parties may, at their option, agree to submit such dispute to arbitration in accordance with the Arbitration Act. S.O. 1991, CHAPTER 17.
37) Notwithstanding the above, this Agreement may be terminated by Compass Creative without cause by providing sixty (60) days written notice to the Client. In the event of a breach or default by the Client of any terms or obligations under this Agreement, Compass Creative may terminate this Agreement upon giving the Client notice of the breach or default and where the Client has not remedied the breach or default within thirty (30) days after receipt of the notice. In the event of a breach or default under this Agreement, Compass Creative reserves the right to refuse Services and takedown or suspend the Client Website until such breach or default is remedied.
38) Compass Creative reserves the right to determine whether the Client Website and use of the Services violate the terms of this Agreement for any reason including but not limited to pornography or obscenity and to refuse the Services, takedown the Client Website and/or terminate this Agreement.
39) Sections 5, 6, 7, 9, 26 and 27 of this Agreement will survive any cancellation or termination of this Agreement.
40) This agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
41) The parties hereto require and declare that the present agreement be drafted in the English language: par les presentes, les parties ont demande que le present contract soit redige en anglais.
42) If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
43) Headings in this Agreement are for ease of reference only and shall not be taken into account in the construction or interpretation of any provision to which they refer.
44) Any written notice required under this Agreement must be given in writing and delivered by postage-paid mail, prepaid courier, email, or by other electronic means to Compass Creative at the addresses below.
Compass Creative Studio Inc.
Mail: 201-1040 South Service Road, Stoney Creek, Ontario L8E 6G3
Email: admin@compasscreative.ca
BY ACCEPTING THIS AGREEMENT, YOU WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE COMPANY FOR WHICH THE ACCOUNT WAS CREATED.
If you have any questions about this Agreement, please contact us at admin@compasscreative.ca.
