TERMS AND CONDITIONS GOVERNING AGREEMENT WITH SEO TWIST INC.

1. OVERVIEW

1.1 This agreement is entered into by and between SEO TWIST INC. (hereinafter “SEO TWIST”), a Canadian company and your company (hereinafter the “Client” or “You” or “you”), and is made effective as of the date of the electronic acceptance of the proposal related to this Agreement and/or the date of which the first invoice is being paid by you. This Agreement sets forth the terms and conditions of Client’s use of Services (as defined below) and represents the entire agreement between the Client and SEO TWIST concerning the subject matter hereof.

1.2 Client’s electronic acceptance of the proposal related to this Agreement or payment of the first invoice signifies that the Client has read, understood, and acknowledges and agrees to be bound by this Agreement.

2. DEFINITIONS

2.1 “Agreement” means this Agreement between SEO TWIST and the Client, effective as of the Effective Date.

2.2 “Client” means any (legal) entity that has entered into, or wishes to enter into, an agreement with SEO TWIST, along with its representative(s), agent(s), assignee(s) and successors. For greater certainty, the “Client” shall be the name of the corporate entity to which the proposal which this Agreement is linked to and is intended for and to which invoices are being made to.

2.3 “SEO TWIST” as the service provider, as further defined above.

2.4 “Content” means the audio and visual information, documents, software, products and services contained or made available on the Client’s website in the course of the provision of the Service.

2.5 “Customer Data” means any data, information or material provided or submitted by the Client to SEO TWIST in the course of the provision of the Service.

2.6 “Development Work” means any custom development work, design work, e-commerce store work, mobile website work, website work, video production work, photography work, copywriting work, translation work, proofreading work, social media design and page work, or Update work, as and if applicable, performed or to be performed by SEO TWIST for the Client under this Agreement.

2.7 “Effective Date” means the date of the signature of this Agreement.

2.8 “Initial Term” means the contract term and period during which the Client has, as applicable, engaged SEO TWIST to carry on the SEO Campaign (e.g., if the SEO Campaign is scheduled to be for a duration of twelve (12) months, then the Initial Term is the first twelve (12) months commencing on the SEO Campaign’s launch date).

2.9 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

2.10 “OA Campaign(s)” or “Online Advertising Campaign(s)” means an online advertising campaign that could encompass any type of web advertising strategies and is a Service that SEO TWIST can provide on a monthly basis upon subscription by the Client, which may include, without limitation, Google AdWords campaign, display advertising, video advertising, social media advertising (Facebook Ads, etc.), banner re-targeting and other forms of advertising and publicity on the web.

2.11 “Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the SEO Campaign selected and other services contracted for, the applicable fee (management, administrative or otherwise), and other charges as agreed to between the parties, each such Order Form to be incorporated into and to form an integral part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail).

2.12 “SEO Campaign(s)” means search engine optimization campaign(s) and is a Service that SEO TWIST can provide on a monthly basis upon a subscription by the Client of a minimum of twelve (12) months

2.13 “SEM Campaign(s)” means search engine marketing campaign(s) and is also known as pay-per-click advertising campaign, which is a Service that SEO TWIST can provide on a monthly basis upon a subscription by the Client and which may include, without limitation, Google AdWords campaign(s).

2.14 “SEO/SEM/OA Campaign(s)” means individually, collectively or any combination of:: (i) an SEO Campaign; (ii) an SEM Campaign; or (iii) an OA Campaign

2.15 “SEO TWIST Technology” means all of SEO TWIST’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by SEO TWIST in providing the Service.

2.16 “Service” or “Services” means the provision of any service by SEO TWIST to the Client, including without limitation the provision of web and e-mail hosting services, design services, professional development services, photography services, copywriting, proofreading and translation services, marketing services, domain name management services, SEO Campaign, SEM Campaign, Online Advertising Campaign, newsletters services, reporting services, billing, data analysis, or other corporate services identified during the ordering process, developed, operated, and maintained by SEO TWIST, accessible via http://www.seotwist.com or another designated web site or IP address, or ancillary services rendered to the Client by SEO TWIST, to which the Client is being granted access under this Agreement, including the SEO TWIST Technology, know-how and the Content.

2.17 “User(s)” means the Client’s employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by the Client (or by SEO TWIST at the Client’s request).

3. DESCRIPTION OF SERVICES

3.1 This Agreement applies to the web hosting and to the Development Work as well as post-publication updates to the Development Work. It also applies to SEO/SEM/OA Campaigns as further defined above and described herein. The Client may at any time subscribe to additional Services by way of submission of an Order Form to the effect of the new subscription, subject to SEO TWIST’s acceptance of such Order Form.

3.2 Website Design Service: Purchase of a website design includes the design of a website specific to the Client’s package, and as described below (“Website Design”):

a. two custom-designed concepts (mockups) of the Client’s website;
b. two (2) rounds of revisions for the selected mockup during the design process;
c. one (1) standard favicon image based on Client’s website design, logo or initials, designed at SEO TWIST’s sole discretion;
d. a domain name registration (non-premium .COM or .CA) or transfer for one (1) year;
e. subject to a subscription by the Client to an SEO Campaign with SEO TWIST, up to thirty (30) minutes per month for site maintenance and update service for the Initial Term. Unused minutes expire each month and do not roll over. Additional maintenance/update time may be purchased separately in increments of 1 hour at the then current hourly rate of SEO TWIST;

3.3 E-Commerce Store: In the event that an e-commerce option is selected, SEO TWIST shall provide the basic setup of the first twenty (20) products. Additional sets of thirty (30) products integration may be purchased separately. If the Client does not have one, it must also purchase a valid SSL Certificate for its store, along with a dedicated IP Address. SEO TWIST can provide an SSL Certificate and IP Address at an additional cost. The Client shall be solely responsible for providing SEO TWIST with the product descriptions, images, pricing and other product information, and for confirming this information before approving the website and e-commerce for publication. Excluding the initial design and basic setup included in the package, the Client shall be responsible for all other storefront content configuration, including configuration of tax collection methods, shipping methods and payment methods.

3.4 Social Media Design Service: In the event that the Client purchases a Social Media Design, such design is limited to the design of one (1) banner and one (1) profile image for the Client’s social media page and is only applicable to the social media sites listed in the pricing table of the Proposal. Also, as and if possible, the design could also include the customization of the colors of such pages and two (2) custom tabs. Before SEO TWIST begins the social media design, the Client must: (i) set up an account for the applicable social media sites; (ii) activate a public page from within these accounts and do all necessary steps; and (iii) provide SEO TWIST with the related administrative privileges to these pages / account in order to implement such design changes.

3.5 Domain Name Management Services: In the event that Client has selected a Website Design package, the Client shall allow SEO TWIST to transfer one (1) of the Client’s domain names to SEO TWIST’s account for management or request SEO TWIST to register one (1) non-premium domain name for a period of one (1) year, as included in the plan. Further renewals, transfers or non-premium domain name registrations shall be billed to the Client at a rate of $35.00 per year per domain name thereafter. The domain name shall remain the property of the Client at all times. However, the remittance and release of the domain name back to the Client upon expiration of this Agreement is conditional upon the Client’s account being in good standing with SEO TWIST.

3.6 Copywriting, Proofreading and Translation Services: In the event that the Client has purchased Copywriting, Proofreading and/or Translation Services, SEO TWIST shall state, upon completion of the work, the amount of words that were copy wrote, proofread and/or translated on the invoice. The fees for copywriting and translating are fixed at $0.25 per word and the fees for proofreading are fixed at $0.30 per word.

3.7 Hosting Services: If the Client has purchased a Website Design package and has subscribed to an SEO Campaign, then the hosting of the Client’s website and e-mail shall be free of charge for the duration of the Initial Term, subject to the Client’s account being in good standing. At the expiration of the Initial Term and/or renewal therefor, SEO TWIST shall invoice the Client for its hosting Service at the then current annual rate. Hosting Services are payable one (1) year in advance.

3.8 Update Services: If the Client website, mobile website, e-commerce store, social media pages or custom application needs more updates or maintenance than what is included in the combination of a Design package and SEO Campaign, additional time may be purchased separately (“Update Services”). Additional Update Services may be purchased and used in sixty-minute (60-minute) increments only, regardless of the actual time used. Unused time will not carry over to future updates. Once SEO TWIST receives the Client’s request for maintenance/updates and all necessary materials or content, SEO TWIST shall complete the requested maintenance/updates and re-publish the site without further review. Update Services must be used within thirty (30) days from purchase. Failure to initiate the requested updates or maintenance or to provide the necessary content within thirty (30) days from purchase may result in expiration of the Updated Services purchased without refund or credit, at SEO TWIST’s sole discretion.

4. CLIENT’S OBLIGATIONS

4.1 Reasonable Requests: The Client agrees that all requests to SEO TWIST shall be reasonable in nature and within the scope of the Services purchased.

4.2 Obligation to maintain subscription: All Services, including without limitation any free products or services included in Client’s package, must be associated with a specific SEO/SEM/OA Campaign and are not transferable to other accounts or campaigns thereafter. Provision of all Services, including any free products or services included in Client’s package, is dependent upon the Client’s active subscription to the Services. The Client’s failure to maintain its account in good standing will result in termination of any outstanding or pending Services, including any free products or services included in the Client’s package, without refund or credit, and without prejudice to any of SEO TWIST’s rights to accelerate, recover and make payable the full value of the package or campaign forthwith such termination.

4.3 Provision and Timing of Design Services: After the Client’s initial purchase of a Website Design package, the Client will be required to: (i) complete an interview form (welcome letter questionnaire), and (ii) submit its Content in a single mailing. Client is responsible for submitting all copy, images and other Content for the Website. All provided content should be copies and not the originals. Client agrees to respond to any request for Content, feedback or approval from SEO TWIST within five (5) business days. All Content must be submitted electronically and SEO TWIST will not return any materials provided. Arrangements may be made for the delivery of files that are too large to be transmitted electronically, but additional fees may apply and the quoted completion date may be extended. SEO TWIST may, at its sole discretion, require the Client to re-submit images if it is determined that the images are not of good-enough quality or high-enough of resolution. SEO TWIST will not begin work on Client’s design until all requested materials and assurances of rights have been received from the Client. It is the Client’s responsibility to maintain independent back-up copies of any Content submitted. SEO TWIST expressly disclaims any liability or responsibility for any loss, damage or destruction of any content or materials submitted.

4.4 Automatic Publication: Within five (5) business days of receiving notice that the Development Work is ready for review, the Client must either: (i) provide SEO TWIST with revisions to be made (1 round of revision is included), or (ii) notify SEO TWIST that the Client has no revisions. If Client fails to take either such action within five (5) business days from the notice date, then the Development Work may be published on behalf of the Client without further review. Any time after publication, the Client may elect to de-publish its site by changing it to a “Maintenance Mode” page option.

4.5 Completion of Service: Publication of the Development Work is acknowledgement of the Client’s satisfaction with the Services provided to date and releases SEO TWIST from any obligation for further revisions or alterations at that time. The Client also acknowledges and agrees that once the Development Work is published, the Client will not be entitled to any credits or refunds for any reason including, but not limited to, dissatisfaction with the Development Work.

4.6 Cancellation Policy: Failure by Client to complete the welcome letter questionnaire or submit Content for the Development Work within fifteen (15) calendar days following the signature of this Agreement or commencement or the Development Work may result in the cancellation of the Client Service. If SEO TWIST has not commenced any work on the Development Work at the time of cancellation, the Client may be eligible for a refund of the deposit paid, less a cancellation fee of $1,000.00. Failure to provide any other requested Content, feedback or approval within ten (10) calendar days of SEO TWIST request also may result in cancellation of Service or hold of the project. If Development Work has commenced (which also means any commencement of the creative process), the Client may be eligible for a refund of the fees associated with the remaining unfinished portion of the Development Work, but the Client will be charged for the work completed to date at a rate of $150.00 per hour, plus a cancellation fee of $1,500.00. If Development Work has been put on hold, any unfinished Development Work at the time of the hold may be archived and a re-activation fee of $500.00 shall apply to recover and reschedule the project according to the then available development schedule, at SEO TWIST’s sole discretion.

5. LIMITATIONS

5.1 Reasonable Expectations: SEO TWIST strives towards providing Services that meet Client expectations. However, SEO TWIST does not guarantee expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service. SEO TWIST shall use its best efforts to provide Services that are consistent with its industry’s commercially reasonable expectation of quality but provides no such guarantee to that effect.

5.2 Client Delay: SEO TWIST completion of the Services depends upon Client’s timely feedback and approval as and when requested. SEO TWIST shall not be held responsible for additional fees, time or expenses incurred because of delays caused by the Client’s lack of or untimely response, feedback or approval, including failure to initiate the design process.

5.3 Limits on Content: SEO TWIST reserves the right to refuse any direction to create a Design that exploits children, contains illegal material, pornography or other tasteless images, contains copyrighted or trademarked materials of others or infringes on the intellectual property rights of another, harasses, defames or slanders another, or for any other reason that SEO TWIST decides, at its sole discretion.

5.4 Limitations on Design Services: The following services are not included in any of the initial Design packages and concept, but may be purchased separately as Updates: (i) any revisions beyond the number of revisions included in the applicable Design package; (ii) illustration or custom graphics, such as category graphics, logos, brochures, letterheads, business cards, etc.; and (iii) photo manipulation services, such as cutting the images out from the background, adding shadows, cleaning up the image from dust and scratches, making images a uniform size, and adjusting levels/brightness/contrast to match. Color correction or making a low-resolution image a higher resolution are not part of photo manipulations services offered by SEO TWIST and therefore cannot be purchased.

5.5 Integration with Hosting Platform: SEO TWIST does not endorse any of the Designs built using the Services, and expressly disclaims any and all liability or responsibility regarding the same.

5.6 Security of Account: The Client is responsible for maintaining the security of its account. The Client is also solely responsible for the activity that occurs on its account, whether authorized by the Client or not. The Client undertakes to keep its account information, credentials and passwords secure. SEO TWIST expressly disclaims any responsibility or liability for any unauthorized use of or access to the Client’s account.

6. INTELLECTUAL PROPERTY, RULES OF CONDUCT AND RESTRICTIONS

6.1 Intellectual Property: SEO TWIST alone (and its licensors, where applicable) shall own all rights, titles and interest, including all related Intellectual Property Rights, in and to the SEO TWIST Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided to the Client or any other party relating to the Service. The license conferred by this Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Service, the SEO TWIST Technology or the Intellectual Property Rights owned by SEO TWIST. The SEO TWIST name, the SEO TWIST logo, and the product names associated with the Service are trademarks of SEO TWIST or third parties, and no right or license is granted to use them, except if permitted otherwise by SEO TWIST

6.2 All copyrights and other intellectual property rights in respect of the services provided by SEO TWIST shall rest with SEO TWIST. The Client recognizes these rights and will not infringe them in any way.

6.3 All material provided by SEO TWIST, such as (digital) reports, checklists, advices, templates, designs, sketches, software, applications, landing pages etc., is intended solely to be used by the Client. The Client is not permitted to disclose and/or copy information obtained from SEO TWIST in any form whatsoever, including the selling, processing, making available, distributing and integrating into networks, after processing or otherwise, unless such disclosure and/or copying has been expressly permitted in advance and in writing by SEO TWIST and/or such disclosure and/or copying arises due to the nature or the aim of this Agreement with SEO TWIST.

6.4 All material provided by SEO TWIST to fulfill the contract, such as documents, reports and optimized pages, shall remain the property of SEO TWIST. On completion or on termination of the contract, SEO TWIST may request the Client to remove from its website documents, reports, optimized pages and advices that have been provided or return them to it.

6.5 SEO TWIST shall retain the right to use for other purposes the knowledge acquired for the performance of the activities, insofar as this does not involve confidential information of the Client being brought to the knowledge of third parties.

6.6 The Client shall indemnify SEO TWIST against all claims from third parties in the matter of intellectual property rights regarding the publication of the texts, illustrations or other data provided to it by it or on its behalf. It will be the case between the parties that digital images of networks of third parties do not belong to the Client, unless the contrary is proven by the Client.

6.7 The Client is responsible for all activity occurring under its User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with its use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall: (i) notify SEO TWIST immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to SEO TWIST immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Client or its Users; and (iii) not impersonate another SEO TWIST user or provide false identity information to gain access to or use the Service.

6.8 Websites and Mobile Websites: Client acknowledges and agrees that it shall not use the Services in a manner, as determined by SEO TWIST in its sole and absolute discretion:

a. to display or advertise pornographic, X-rated, sexually explicit, adult-themed, or otherwise tasteless materials, images, products or services (including, but not limited to, clothing, accessories, novelties and toys and/or massage, dating, escort or prostitution services); or

b. that uses pornographic, X-rated, sexually explicit or adult-themed keywords or images in video names, descriptions or listings.

6.9 E-Commerce stores: Client is responsible for ensuring that any product posted for sale on its e-commerce store is in compliance with all applicable laws and regulations where the items can be purchased. SEO TWIST reserves the right and sole discretion to determine whether the sale of any particular item is illegal or otherwise prohibited, and to ban the sale of any prohibited item(s) and/or cancel the Client’s e-commerce store Service. Prohibited items include, but are not limited to, the following:

a. Alcoholic beverages, tobacco, tobacco products, controlled substances, illegal drugs (including items used to manufacture controlled substances and illegal drugs), drug paraphernalia, prescription drugs, medical devices, miracle cure products;

b. Firearms, ammunition, weapons, stolen goods or property, items that encourage, promote, facilitate or instruct others to engage in illegal activity;

c. Offensive material, hazardous items or substances, items that contain hazardous substances, items not permitted for mailing, living creatures, illegal wildlife products, pesticides, regulated plants and seeds;

d. Gambling or items used for gambling, electronic surveillance equipment, unauthorized satellite broadcasts or signals, telephone services (including phone cards);

e. Movies, promotional media, recopied media, resale software, resale video games, resale tickets, copied coupons, resale gift cards, membership clubs, rights of publicity, unauthorized celebrity images, unauthorized trademarked items or replicas of trademarked items, items that infringe upon an individual’s privacy;

f. Domain names, real estate, credit or debit cards, Government IDs, licenses, uniforms, products that have been recalled by the Consumer Product Safety Commission or by Health Canada.

6.10 Social Media pages: Client acknowledges and agrees that it owns or has secured all rights necessary to copy, display, distribute, deliver, publicly render all Content on its Social Media pages to Social Media users in all countries where Client makes such Content available. Client also acknowledges and agrees that it shall not use the Services to create a Social Media page that promotes, provides content reference to, facilitates, contains or uses any of the following:

a. Alcohol-related content, or sale of tobacco products, ammunition, firearms, controlled substances, illegal drugs (including items used to manufacture controlled substances and illegal drugs), drug paraphernalia, prescription drugs, medical devices, miracle cure products;;

b. Content that infringes upon the rights of any third party, including intellectual property rights, privacy publicity, moral or other personal or proprietary rights, or that is deceptive or fraudulent;

c. Gambling, including without limitation, any online casino, sports books, bingo or poker;

d. Illegal activity or illegal contests, pyramid schemes, sweepstakes or chain letters (if Client runs, references or facilitates a legally permissible sweepstake, contest or other promotion, Client is subject to the terms of the Social Media site; or

e. Content that is hateful in nature, threatening, defamatory, pornographic, incites violence or contains nudity or graphic or gratuitous violence.

6.11 The Client agrees to prevent any unauthorized copying of its Design. Unless otherwise specifically provided in this Agreement, no right or license under any copyright, trademark, patent or other intellectual property right or license is granted by this Agreement. SEO TWIST reserves all rights no expressly granted herein.

7. OTHER PRODUCTS AND SERVICES

7.1 The Services may include access to other products and services of SEO TWIST, such as (i) hosting services, (ii) e-mail services, (iii) SEO/SEM/OA Campaigns, (iv) Call Tracking Service, (v) Photography services, (vi) copywriting, proofreading and translation services, (vii) SSL and (viii) Video production services as applicable and as selected by the Client in the proposal. If the Client’s Design package includes e-mail accounts and/or SSL Certificate, it will be the Client’s responsibility to provide the desired credentials for such e-mail accounts along with all the required information regarding the SSL Certificate (if purchase through SEO TWIST, then all legal company information required to be displayed on the certificate and if purchased directly by the Client, all of the CSR, Keys and Secret Codes to install such certificate on SEO TWIST servers).

7.2 If the Client has subscribed to an SEO/SEM/OA Campaign, it is the responsibility of the Client to provide timely approvals on the keyword selection and to provide all the answers to the relevant questions found in the welcome letter questionnaire and to provide SEO TWIST with timely Content for the Website in the minimum amount of 500 words per Website page.

8. THIRD PARTY IMAGES AND SOFTWARE

8.1 Definitions and Scope: As part of the Services, the Client may be allowed to use certain (i) photographs, illustrations, or other images (“Images”) and/or (ii) software, widgets, reporting tools or other applications (“Software”) developed, owned or licensed by third-party providers as SEO TWIST may contract from time to time. If the Images/Software are accompanied by or require consent to a license agreement from third-party provider, the Client’s use of the Images/Software is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the terms and conditions of this Agreement.

8.2 Terms and Conditions applicable to all Images/Software: The Client acknowledges and agrees that (i) the Images/Software have not been sold or distributed to the Client, (ii) the Client may use the Images/Software only as part of the Services, (iii) the Client may not remove, modify, obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Images/Software, and (iv) the Client may not modify, cause to be modified, reverse-engineer, decompile, disassemble, reverse compile, create derivative works of or attempt to derive the source code from the Images/Software.

8.3 Privacy: SEO TWIST may provide the Client’s personal information to third-party providers as required to provide the third-party Images/Software. SEO TWIST reserves the right to modify, change or discontinue use of the Images/Software at any time, and the Client agrees to cooperate in performing any steps necessary in connection therewith

8.4 Limitations: SEO TWIST makes no representations or warranties about any third-party Images/Software offered in connection with the Services, and expressly disclaims any liability or responsibility regarding the same.

8.5 Indemnification: The Client acknowledges and agrees that it will protect, defend, indemnify and hold harmless SEO TWIST from and against any and all claims imposed upon or incurred by SEO TWIST directly or indirectly arising from the Client’s use or misuse of any third-party Images/Software. The Client acknowledges and agrees that the providers of the third-party Images/Software are third-party beneficiaries to this Agreement for purposes of enforcing only their rights under this Agreement.

9. PAYMENT TERMS FOR SERVICES PERTAINING TO DEVELOPMENT WORK

9.1 Fees: SEO TWIST’s fees, quoted prices and estimates are exclusive of all taxes (HST/GST/PST/VAT), levies, duties or other applicable taxes, unless otherwise stated.

9.2 Billing: SEO TWIST charges and collects in advance for use or provision of the Service in accordance with the payment terms of this Agreement. SEO TWIST shall invoice the Client for all Services. Unless otherwise stated, all payments shall be made in Canadian Dollars and in advance prior to the commencement of any Development Work. Invoices are due and payable to SEO TWIST upon receipt by the Client.

9.3 Payment Terms: Client acknowledges and agrees with the following payment terms with respect to Services related to Development Work:

a. a fifty percent (50%) deposit on the total value of the Development Work portion of this Agreement shall be payable upon acceptance and execution of this Agreement;

b. a twenty-five percent (25%) incremental payment on the total value of the Development Work portion of this Agreement shall be payable at the earlier of one of the following occurrences: (i) the completion of the design concept phase (approval of the mockup and its revisions by the Client); or (ii) thirty (30) calendar days following the acceptance and execution of this Agreement;

c. a final payment of twenty-five percent (25%) of the total value of the Development Work portion of this Agreement shall be payable at the earlier of one of the following occurrences: (i) the project completion, marked by either the publication of the Development Work or the evidence that SEO TWIST has provided all of the contracted Development Work; or (ii) at the latest forty-five (45) calendar days following the acceptance and execution of this Agreement.

9.4 Late Fees: In the event that the Client fails to provide payment for the invoice within three (3) business days following its issuance, then the Client shall be deemed to be in default without further notice; from the time of entering into default, the Client shall owe interest of one and a half percent (1.5%) per month on the amount due.

9.5 Non-payment and suspension: In addition to any other rights granted to SEO TWIST herein, SEO TWIST reserves the right to suspend or terminate this Agreement and the Client’s access to the Service if the Client’s account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest in accordance with section 9.4 above. The Client will continue to be charged for Services during any period of suspension. If the Client or SEO TWIST initiates termination of this Agreement, the Client will be obligated to pay the accelerated balance due on its account computed in accordance with the fees for the Services subscribed to by the Client up until the end of the subscription agreement.

9.6 Reconnection Fee and No obligation to keep Customer Data: SEO TWIST reserves the right to impose a reconnection fee in the event the Client is suspended and thereafter requests access to the Service. The Client agrees and acknowledges that, subject to the requirements of law, SEO TWIST has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if the Client’s account is 30 days or more delinquent.

9.7 Cease of operations: In the case of liquidation, bankruptcy or suspension of payments, SEO TWIST’s claims and the obligations of the Client towards SEO TWIST shall be payable on demand.

9.8 Payments applicable to oldest account aging: Payments made by the Client shall always be used first to settle all interests and costs that are due, second to settle invoices that are payable and that have been outstanding the longest, even if the Client states that the settlement relates to a later invoice.:

10. TERM, RENEWAL, TERMINATION

10.1 Term: This Agreement commences on the Effective Date. If no SEO Campaign or hosting service has been subscribed to by the Client, then this Agreement shall terminate on the date of the publication and remittance of the Development Work by SEO TWIST to the Client. In all other cases, unless stated otherwise, this Agreement shall be for the duration of the Initial Term.

10.2 Renewal: The Client acknowledges that at the end of the Initial Term, this Agreement is automatically renewed for consecutive subsequent periods (each a « Renewal Period ») equal in length to the Initial Term, unless the Client gives SEO TWIST a written notice of non-renewal at least forty-five (45) calendar days before the end of the Initial Term or any Renewal Period.:

10.3 Termination for cause: Any breach of the Client’s payment obligations or unauthorized use of the SEO TWIST Technology or Service(s) will be deemed a material breach of this Agreement. SEO TWIST, in its sole discretion, may terminate the Client’s access, passwords, accounts or use of the Service(s) and may suspend all published Services if the Client breaches or otherwise fails to comply with this Agreement. In addition, SEO TWIST may terminate a free account at any time in its sole discretion. The Client agrees and acknowledges that, subject to the requirements of law, SEO TWIST has no obligation to retain the Customer Data, and may delete such Customer Data, if the Client has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

10.4 SEO TWIST shall be entitled to terminate or end this Agreement with immediate effect if: (i) the Client has been declared bankrupt, or the Client has been granted a suspension of payments; (ii) the Client fails to meet its obligations under this Agreement, which in the case of default in payment, the full payment of the entire agreement amount shall accelerate and become due and payable immediately upon such termination.

11. AMENDMENTS AND INVALIDITY

11.1 Amendments:: SEO TWIST has the right to change these terms and conditions unilaterally. Changes shall also apply in respect of agreements that have already been entered into. The Client shall be informed of changes in writing or by e-mail and such changes shall come into effect thirty (30) days after notification, unless a different date is given in the notification.

11.2 If a provision of this Agreement or the terms and conditions proves to be invalid, this does not affect the validity of this Agreement as a whole. In that case SEO TWIST has the right to replace the provision with a provision – which is not unreasonably onerous for the Client – which approximates as closely as possible to the invalid provision.

12. PROPOSALS

12.1 Validity and expiration. All tenders, bids, quotes and/or proposals shall be valid for a period of thirty (30) days following their issuance date, unless otherwise stated. SEO TWIST is only bound to the bid, tender, quote or proposal if acceptance thereof is confirmed by the other party in writing within thirty (30) days. If agreement is given after thirty (30) days, SEO TWIST has the right to adjust the period of performance or apply different amounts. The prices applied are revised periodically (in principle as from January 1st and/or July 1s ) on the basis of developments in wages and prices.

13. PERFORMANCE

13.1 Performance: SEO TWIST shall perform this Agreement to the best of its understanding and ability and in accordance with the requirements of best practice in its industry. SEO TWIST shall make every effort to perform the activities properly. SEO TWIST cannot guarantee, however, that the activities will always achieve the result wished by the Client.

13.2 SEO TWIST has the right to have certain work carried out by third parties.

13.3 The Client shall ensure that all information that SEO TWIST states is necessary, or which the Client should reasonably understand is necessary for the performance of this Agreement, is provided to SEO TWIST in due time. If the information needed for the performance of this Agreement has not been provided to SEO TWIST in due time, SEO TWIST has the right to suspend the performance of this Agreement and/or to charge the Client for the additional costs arising from the delay at the standard rates.

14. REPORTING

14.1 Reporting: Reporting shall take place in accordance with the project proposal, bid, quote, tender or agreement. If no method of reporting has been specified in the study plan, reporting shall be in English and in accordance with the standards of and industry’s best practices. If a reporting medium has not been agreed, SEO TWIST shall provide a report as a PDF, Microsoft Word, or Microsoft Excel format.

15. CHANGES

15.1 None of the parties shall be entitled to assign the rights and duties under this Agreement without the written agreement of the other party. Changes and additions to this Agreement shall be valid only if agreed in writing between the parties.

15.2 If, during the performance of this Agreement, it becomes apparent that for proper performance of this Agreement, it is necessary to change or add to the activities that are to be carried out, in due time and in consultation the parties shall amend this Agreement accordingly.

15.3 If the parties agree that this Agreement is to be changed or added to, this may affect the completion time of the performance, SEO TWIST shall inform the Client of this as soon as possible.

15.4 If the changes or additions to this Agreement have financial and/or qualitative consequences, SEO TWIST shall be entitled to charge the Client for these costs. SEO TWIST shall inform the Client of this in advance.

15.5 If a fixed fee has been agreed upon, SEO TWIST shall state to what extent the change or addition to this Agreement results in this fee being exceeded.

15.6 Notwithstanding subsection 8.3, SEO TWIST shall not be able to charge additional costs if the change or addition is the result of circumstances that can be attributed to SEO TWIST demonstrable lack of performance.

16. CONFIDENTIALITY

16.1 The parties have a duty to keep strictly confidential any and all confidential information that they have obtained under this Agreement from each other or from any other source, regardless of whether this information has been obtained in written or verbal form and wherever it comes from. Information is deemed to be confidential if it has been disclosed by the other party or if it arises due to the nature of the information.

16.2 SEO TWIST reserves the right to use the Client’s name as a reference and to disclose it as such.

16.3 The personal details that are supplied from the Client’s sites to SEO TWIST shall be treated in confidence.

16.4 The web analytics and all other statistical data that are supplied by the Client or from the Client’s sites shall be treated in confidence.

17. EXCLUSIVITY

17.1 For the term of this Agreement and having regard to that provided for in this Agreement, the Client shall give SEO TWIST the exclusive right to fulfill the assigned contract. Failure to provide such exclusivity may adversely affect the proper performance of this Agreement by SEO TWIST.

18. REPRESENTATIONS AND WARRANTIES

18.1 Each party represents and warrants that it has the legal power and authority to enter into this Agreement. SEO TWIST represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. The Client represents and warrants it has not falsely identified itself nor provided any false information to gain access to the Service and that its billing information is correct.

19. DISCLAIMER OF WARRANTIES

19.1 SEO TWIST AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SEO TWIST AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET THE CLIENT’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE CLIENT THROUGH THE SERVICE WILL MEET THE CLIENT’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO THE CLIENT STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SEO TWIST AND ITS LICENSORS..

20. INTERNET DELAYS

20.1 SEO TWIST’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SEO TWIST IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

21. LIABILITY

21.1 SEO TWIST shall in no way be liable for damages suffered by the Client, such as, for example (but not limited) for damages due to:

• errors in the advices, materials and/or automated files provided by SEO TWIST;
• its reports, news sources, (deep) links or clippings no longer and/or not being available in due time at the time of monitoring;
• texts, illustrations or other data provided by or on behalf of the Client and/or wrongful use thereof by the Client;
• for the content of adverts or publications of other Clients or authors in the same or another edition, heading and/or elsewhere in the electronic service, which might be detrimental to the Client’s intended aim of his or her publication;
• the Client not following the advices provided by SEO TWIST;
• the services offered by SEO TWIST or the way in which the services are provided by SEO TWIST being unauthorized;
• due to failures in the electronic services of SEO TWIST and of third parties, such as providers, network operators or other telecommunications networks;
• the Client not following the exclusivity requirements and provisions of this Agreement.

21.2 SEO TWIST shall in no way be liable for consequential losses, indirect losses, trading losses or losses caused by auxiliary persons and/or third parties engaged by SEO TWIST for the performance of this Agreement.

21.3 If – notwithstanding the previous paragraphs – liability does however occur for SEO TWIST at any time for losses suffered by the Client due to an attributable failure on the part of SEO TWIST in meeting its obligations under this Agreement, in all cases this liability shall be limited to at most the invoice amount for that specific part of this Agreement to which the liability relates.

21.4 Losses for which SEO TWIST is liable on the basis of the previous paragraph shall be eligible for compensation only if the Client has brought this to the attention of SEO TWIST within 30 days of them occurring, unless the Client can demonstrate that it could not reasonably have reported these losses earlier.

21.5 Any complaint regarding the performance or the failure to perform any task must be submitted by the Client in writing to SEO TWIST within 30 days after the occurrence of the loss, on forfeiture of any claim.

21.6 The Client shall indemnify SEO TWIST in the matter of liability of third parties regarding losses of any kind, occurring due to or in connection with the performance of this Agreement.

22. FORCE MAJEURE

22.1 SEO TWIST shall not be liable in the event of force majeure. In these general terms and conditions force majeure is understood to be, in addition to that which is understood on the matter in law and case law, all external causes, expected or not expected, on which SEO TWIST can have no influence, but as a result of which SEO TWIST is unable to meet its obligations. Force majeure includes in any event: cessation, excessive absence of personnel due to sickness, a (temporary) shortage of manpower, fire, operating or technical faults in the office or in the external parties engaged by SEO TWIST, not having sufficient information available from the Client, in our opinion, or incorrect information being provided, or the Client not cooperating sufficiently.

22.2 In the event of force majeure, SEO TWIST shall be justified in deeming this Agreement to be dissolved and/or dissolving it (partly or in full), or to cancel the placing contract without being obliged to pay the Client any compensation. In this case, SEO TWIST shall be obliged to inform the Client of this immediately.

22.3 If, when the force majeure commences, SEO TWIST is able in part to meet its obligations, it shall be entitled to invoice separately for that part that has already been performed and/or can be performed, and the Client shall be obliged to settle this invoice as if it related to a separate agreement.

23. SPECIFIC PROVISIONS REGARDING SEO CAMPAIGNS

23.1 Regarding SEO Campaigns, SEO TWIST shall reserve the following rights: SEO TWIST shall endeavor to perform the contract to the best of its ability. For SEO Campaign the aim is to achieve the highest possible quality mentions in the most used search engines, as required also with international search engines if this has been expressly agreed.

23.2 SEO TWIST is obliged to use its best efforts to achieve optimal rankings. SEO TWIST shall reserve the rights to depart from this if keywords selected by the Client are difficult to position for cause of spam, non-indexing of the search engine(s), a change or not indexing of the URL by the search engine due to technical aspects or specifications of the website or technical deficiencies.

23.3 Guarantees on positions to be achieved in the search engines are expressly not given by SEO TWIST.

23.4 (Statistical) data provided by or in the name of SEO TWIST shall be purely indicative, unless expressly stated otherwise. The Client may not derive rights from this data.

23.5 Regarding SEO Campaign, the Client declares expressly that it will abide by the (ethical) guidelines as made by search engines on the SEO Campaign offered by SEO TWIST. If actions are taken that conflict with this provision, this Agreement shall be dissolved with immediate effect, without prejudice to SEO TWIST’s rights to recover from the Client the (consequential) loss it has suffered.

24. SPECIFIC PROVISIONS REGARDING SEM CAMPAIGNS AND OA CAMPAIGNS

24.1 Regarding SEM Campaigns and OA Campaigns, SEO TWIST shall reserve the following rights: SEO TWIST shall endeavor to perform the contract to the best of its ability. For SEM Campaigns and/or OA Campaigns the aim is to achieve the highest possible quality mentions and results in the sponsored links/sponsored search results in accordance with search engines and advertising networks chosen by the Client and/or the connected networks and/or specific websites, with due regard to the maximum costs per click fixed with the Client and the total campaign budget for the agreed advertising period.

24.2 In providing SEM Campaigns and/or OA Campaigns, SEO TWIST shall be bound to provisions as made by the various partners in the area of SEM, including, but not solely, the usage agreements, guidelines and other restrictions. The Client understands this and declares that it is in agreement with the fact that the provisions as referred to in the previous sentence apply to all agreements between the Client and SEO TWIST regarding the SEM Campaigns and/or OA Campaigns, and that these provisions may be changed at any time during the term of this Agreement, notwithstanding the obligation on the part of the Client to abide by these provisions.

24.3 Client agrees that all work carried out by SEO TWIST in the Google AdWords (and/or Facebook Ads) account created and/or managed by SEO TWIST for the Client shall remain the intellectual property of SEO TWIST throughout the lifetime of the contract for all of its Term and will remain the property of SEO TWIST following the termination of the contract. At no time will the Client be provided administrative or managing access to the Google AdWords (and/or Facebook Ads) account.

24.4 Client agrees that throughout the duration of the Term and following its termination, any tools, coding, keywords, negative keywords, ad text, bidding strategies and any other knowledge gained during the Term cannot be used in any other Google AdWords account the Client may have or may create during or after the Term of the contract.

24.5 All microsites and landing pages developed by SEO TWIST shall remain the intellectual property of SEO TWIST during the lifetime of the contract and shall remain the intellectual property of SEO TWIST following the termination of the contract. SEO TWIST reserves the rights to make copies and publish copies of the microsites and landing pages for use by other clients of SEO TWIST and the Client expressly agrees to this by subscribing to a SEM Campaign and/or an OA Campaign.

24.6 Client agrees that failure to comply with the provisions of sub-sections 24.3, 24.4 and/or 24.5 herein shall result in the Client being bound to provide payments to SEO TWIST for every month that the intellectual property of SEO TWIST remains live within the Google AdWords (and/or Facebook Ads) account owned by the Client. Payments to SEO TWIST shall be at the highest rate and percentage of management fees accepted and invoiced to the Client by SEO TWIST at any point in time during the lifetime of the contract.

24.7 (Statistical) data provided by or in the name of SEO TWIST shall be purely indicative, unless expressly stated otherwise. The Client may not derive rights from this data. The Client declares expressly that it is aware of the fact that the number of visitors, clicks, page views and other similar statistical data concerning website visits and visitor behavior may vary by measuring instrument. Only in the case of significant differences in the statistical data collected by two or more measuring instruments shall SEO TWIST be obliged to instigate an investigation into the nature of the differences and to provide explanation as to why there are such significant discrepancies in this data.

25. GOVERNING LAW; Jurisdiction

25.1 This agreement shall be interpreted and construed in accordance with the laws of the Province of Ontario and the laws of Canada, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the courts sitting in the district of Ottawa, Ontario for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all of the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.

26. LANGUAGE

26.1 The parties hereto have expressly agreed that this Agreement be drafted in the English language. Les parties aux présentes ont expressément convenus de rédiger la présente entente dans la langue anglaise.

27. ENTIRE AGREEMENT

27.1 This Agreement constitutes the entire understanding of SEO TWIST Inc. and Client. This agreement terminates and supersedes all prior understanding or agreements on the subject matter hereof. Any changes or modification thereto must be in writing and signed by both parties.

28. DEFAULT

28.1 In the event of any default of any material obligation by or owed by the Client pursuant to this Agreement, then the SEO TWIST may provide written notice of such default and if such default is not cured within five (5) days from the delivery of the written notice, then SEO TWIST may terminate this Agreement and full payment for the entire agreement amount shall accelerate and become due and payable immediately.

29. NOTICES

29.1 All notices, demands or requests hereunder shall be in writing and shall be delivered by hand delivery, e-mail or facsimile transmission to the address of record of either party, or such other address as either party may designate by written notice to the other party. Delivery shall be deemed to have occurred on the date of such hand delivery, e-mail or facsimile transmission, as the case may be.

30. TIME OF ESSENCE

30.1 Time shall be of the essence in this Agreement.

31. COUNTERPARTS

31.1 This agreement may be executed by the parties in separate counterparts, each of which shall be deemed to constitute an original, all of which together shall constitute one and the same agreement. This agreement will be considered to be fully executed when all parties have executed an identical counterpart, notwithstanding that all signatures may not appear on the same counterpart. This agreement may be executed and delivered by facsimile or e-mail signatures and shall be binding on all parties hereto as if executed by original signatures and delivered personally.