EULA

End User Licence Agreement

WEB DESIGN/MANAGEMENT/IMPLEMENTATION

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All services provided In Front Media Inc. (IFM) to the Client are subject to the following terms and conditions.

1. Acceptance. All new Clients must sign a copy of these terms and conditions at the time of submission of work to IFM, indicating agreement to and acceptance of these Terms and Conditions. Receipt of email will be considered acceptance in absence of a hard copy signed document.

2. Charges. Charges for services to be provided by IFM are defined in the Web Design Proposal, which has been either hand delivered, sent by regular mail or by email. All Web site design services require a non-refundable deposit payment of a minimum of ten percent of the project proposal total(10%) or $350 (which ever is greater) returned with a signed development agreement. A further start payment of up to forty percent (40%) is required to begin development of the interface, navigational components and coding/programming. A further payment of forty percent (40%) is required to populate the web pages with client supplied content and imagery. The final ten percent (10%) will be requested when client has reviewed and approved moving web pages to a live server for public viewing. Where hosting services are requested IFM will supply hosting serves as per proposal specifications and shall activate hosting services on IFM servers upon receive of deposit and or start payments. IFM reserves the right to change the rates for ongoing maintenance services with thirty (30) days advance notification to the Client. Payment for services is due by cash or cheque and should be remitted to In Front Media Inc. P.O. Box 267 Stouffville Ontario, L4A 7Z5.

3. Client Review. IFM will provide the Client with an opportunity to review the appearance and content of Web site materials in the case of entry level website development once they are completed, or at agreed stages for complex multiple page site development. Such materials/web pages will be deemed acceptable and approved by the Client unless the Client notifies IFM otherwise within ten (10) days of the date the web pages/materials are made available to the Client for viewing.

3a. Designer Websites. All choices of interface are considered final upon verbal, email or written confirmation by the client indicating the interface number. If the client desires a change in interface number, a new agreement shall be signed by the client and all fees paid to IFM prior to this change will remain with IFM. All basic modifications to Designer Website interfaces include replacement of “generic” terms on the existing graphic files. Any and all extra requests for company branding will be determined to be an extra and IFM may request extra fees for developing and inserting said extras. All deposits received for development of the Designer Websites are non refundable. Any client not wishing to complete/finish any agreement for development for any reason, will not be entitled to a refund of any fees paid to IFM relating to deposit or start payments. Title of “ownership” of the Designer Websites remains with IFM whether the development is completed or not. All Designer Websites are discounted and are required to be installed on the IFM Internet web servers. Clients wishing to have their designs installed on third party Internet web servers are required to pay an additional fee of $300. As such whether Designer Websites are installed on IFM servers or 3rd party Internet servers, a design credit shall be waived as per item 11 below. With respect to development and installation of web files on third party Internet servers the contents of item 12 apply.

3b. Designer Website Commissions. Any and all commissions paid to a person or company that refers business to IFM and receives commission based on that person or company paying for any service fees to IFM will be paid only upon receipt of final payment from the referral and payment is deemed to have clearance an IFM financial institution. All commissions will be paid by cheque and will be issued no later than 30 days after receipt of notice of payment clearance. It is the responsibility of the person/company in receipt of commission cheques to be completely responsible for payment of all taxes whether Canadian or international. IFM will not withhold any taxes at source whatsoever.

4. Turnaround Time. IFM will install and publicly post the Client’s Web site by an agreed date specified in the attached project proposal. If no such date is specified, the development will be completed within an acceptable time dictated by delivery of Client supplied content and imagery and approval of web pages unless a delay is specifically requested by the Client. At IFM’s discretion where development delivery date issues exceed 6 months from initial acceptance as a result of issues on the Client side which may include but not limited to: the Client’s failure to adhere to timely approval schedule, Client’s failure to deliver website content, failure on the Client’s part to approve supplied design samples or choose an interface design from our database, taking of extended leaves for medical or sabbatical reasons will result in non-payment of any refund requests.

5. Payment. Invoices will be provided by IFM in advance of specific stages of development which must be paid prior to beginning development of each specific stage as outlined in point #2 of this agreement as specified by proposal or estimate, written or verbal. The Client may elect to receive either e-mail or hard copy invoices. Invoices are due upon receipt. Accounts that remain unpaid thirty (30) days after the date of the invoice will be assessed a service charge in the amount of one and one-half percent (1.5%) per month of the total amount due.

6. Default. Accounts unpaid thirty (30) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on IFM’s Web space, IFM will, at its discretion, remove all such material from its Web space and or disable access to the Clients email accounts. Removal of such material and disabling of email account does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client’s account. Cheques returned for insufficient funds will be assessed a return charge of $35 and the Client’s account will immediately be considered to be in default until full payment is received. Clients with accounts in default agree to pay IFM reasonable expenses, including attorney fees and costs for collection by third-party agencies, incurred by IFM in enforcing these Terms and Conditions. Reinstatement of the clients web space will require payment of all outstanding fees plus the standard setup fees.

7. Termination. Termination of hosting services must be requested in a written notice by the client and will be effective on receipt of such notice. E-mail or telephone requests for termination of services will not be honored until and unless confirmed in writing. Upon receipt of request notice to terminate service IFM will refund to the client upon 50% of the remaining period of pre paid service. Failure of client to utilize any or all of the hosting services does not entitle client to a refund other than 50% of the remaining period of service. The Client will be invoiced for design work, consultation, and or meeting time or any development labour upon receipt of first notice of cancellation. Payment shall be issued by client in full within thirty (30) days.

8. Legal Restrictions. IFM’s services may be used for lawful purposes only. Submission, transmission, or maintenance of any information or materials in violation of any state provincial or federal statutes and/or regulations is prohibited. This includes, but is not limited to, material legally judged to be threatening or obscene. IFM reserves the right to refuse service to the Client without providing reason or cause.

9. Copyright. IFM retains the copyright to data, files and graphic logos provided to the Client and grants IFM the rights to publish and use such material for promotion as IFM desires. Custom artwork and graphics including image collages, logos, banners, headers, titles and page layout designed by IFM for use in the Client’s Web presentation will remain the property of IFM. At our discretion, IFM will grant the Client rights to use such material in formats other than Web presentations. A separate agreement must be entered into, in the event that the Client wishes to obtain all rights for custom artwork or graphic logos designed by IFM. The Client must obtain permission and rights to use any information or files that are copyrighted by a third party. The Client is further responsible for granting IFM permission and rights for use of the same and agrees to indemnify and hold harmless IFM from any and all claims resulting from the Client’s negligence or inability to obtain proper copyright permissions. Every contract for Web site design and/or placement shall be regarded as a guarantee by the Client to IFM that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

10. Standard Media Delivery. Unless otherwise specified in the project proposal, this Agreement maintains that all text will be provided by the Client in electronic format (MS Word, ASCII text files delivered on floppy disk or via e-mail or FTP) and that all photographs and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg or .tiff format. Additional expenses may be incurred and will be invoiced accordingly for corrective work, conversion of media or outside facility charges. Although every reasonable attempt shall be made by IFM to return to the Client any images or printed material provided for use in creation of the Client’s Web site, however, such return cannot be guaranteed.

11. Design Credit and Ownership. A link to IFM will appear in either small type or by a small graphic image file on a location which is viewable – which could be installed at but not limited to the bottom portion of all client web pages created by IFM for the Client’s Web site. When a graphic image is used it will have “attached” relevant HTML or java script code which will facilitate a hyper-link to the IFM website (http://www.ifm.ca). This graphical link and code will be installed by IFM and shall not be be modified or removed by anyone other than IFM staff. Removal or modification of the graphical image or modifications to the code by the client or by an agent or subcontractor of the client is not allowed unless written permission is provided by IFM. Unauthorized removal or modification of the supplied graphical image or code which causes the hyper-link to redirect user traffic to any website other than the IFM website, may cause IFM, at their discretion, to request either further payment or discontinue hosting services if applicable. In the case of discontinued service with respect to “disabling” the hosting service, IFM will in no way be liable for any damages real or perceived by the Client and at the descretion of IFM management, the client will forfeit any Hosting fee refund. Where a Client requests that this graphic and hyperlink to IFM site not be included, IFM has the right to collect a further fee of 10% of the total development fees or $300 which ever is greater. IFM retains ownership of the web page designs which includes but is not limited to HTML, javascript, dhtml, layout, imagery, graphical design, images and special programming. Ownership of the designs can be transferred upon mutual agreement between the client and IFM. IFM requires a nominal fee of $300 to change ownership of the web pages for client to use at their own discretion.

12. Access Requirements. If the Client’s Web site is to be installed on a third-party server, IFM must be granted temporary read/write access to the Client’s storage directories, and those directories must be accessible via FTP. Depending on the specific nature of the project, other resources might also need to be configured on the server. In the case of a site installation on third-party servers, IFM will require full payment of all outstanding project development fees, hosting server fees, domain registration fees, consulting fee or any service fee which has been invoiced to the Client prior to uploading the final web pages to the third-party server. Any and all maintenance changes, programming or additional labour must be paid to IFM in full prior to uploading to third-party servers.

13. Right To Pull. By signing this Agreement, the Client agrees to give IFM “on demand” access to the Client’s installed Web site, and further agrees that IFM shall have the right to remove that site from public posting for failure to adhere to the terms of this Agreement, including violation of any licensing agreements or failure to pay fees duly assessed.

14. Post-Placement Alterations. IFM cannot accept responsibility for any alterations caused by a third party accessing the Client’s pages once installed. Such alterations include, but are not limited to additions, modifications or deletions.

15. Indemnity. The Client agrees to indemnify and hold harmless IFM from any and all claims resulting from the Client’s use of IFM’s services that cause damage to the Client or a third party.

16. Disclaimer. IFM makes no warranties of any kind, whether express or implied, for the services it provides. IFM also disclaims any warranty of merchantability or fitness for a particular purpose. IFM will not be responsible for any direct, indirect or consequential damages, which may result from the use of its services including loss of data resulting from delays, non-delivery or interruption in service. The Client acknowledges and agrees that IFM cannot be responsible for service interruptions caused by Acts of God or other circumstances beyond IFM’s control.

17. General. These Terms and Conditions supersede all previous representations, understandings or agreements and shall prevail notwithstanding any variance with terms and conditions of any order submitted, save only for any exceptions specifically outlined in the project proposal. The Client’s signature constitutes agreement to and acceptance of these Terms and Conditions. IFM reserves the right to change the terms and conditions at any time without notice.

18. Governing Law. This Agreement shall be governed by the provincial and federal laws of Canada and the United States of America, which shall claim venue and jurisdiction for any legal motion or claim arising from this Agreement. This Agreement is void where prohibited by law.

SEO

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There are unfortunately limitations to almost any service available today. We confidently take on projects that we know have the highest chance for success. Expectations are thoroughly discussed and set out prior to the start of any SEO campaign. We acknowledge from the outset, that there may be limitations to achieving some goals. Knowing the facts and discussing levels of success before any campaign starts, is an obligation we take seriously.

It is our goal to obtain first-page listings for our clients. First page listings can be achieved on one or more search engine with one or more agreed upon keyword(s).Clients will be made aware that in certain situations, ongoing SEO sessions may be necessary due to the competition on the Internet for some or all desired keywords.

Further to that, clients are also made aware that changes and fluctuations by individual search engine algorithms will occur from time-to-time, over which we have no control. Due to such expected algorithm fluctuations, we will analyze and alter strategies when necessary to achieve or reachieve the original goals.

Absolute positioning on any search engine cannot be guaranteed. Search engine fluctuations also result in fluctuating postioning which is beyond our control. Positioning can also change due to, but not limited to, a client choosing to discontinue SEO services, a client opting for a temporary interruption in SEO sessions of more than 30 days, unexpected changes to search engine algorithms, influx of negative SEO attributes from unknown sources, content changes to client target web pages, higher level SEO efforts initiated by competitors – all of which are beyond our control. Other known limitations will be tabled before any SEO campaigns begin.

HOSTING TERMS AND DOMAIN REGISTRATION

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DOMAIN REGISTRATION

1. IFM will register domain names on the behalf of the Client with a registrar of IFM’s choosing and will populate the domain registration forms with the IFM company information for Registrant, Technical, Administrator and Billing sections. The title of the domain will remain with IFM during the period in which IFM will be acting as Web Hosting Manager. At any time the client may request change of Registrant, Administrator, Technical and Billing information that exists on the Registrar’s database. Notification of such requests must be sent to IFM in the form of email and in writing. At no time will IFM hold domain names from client except in the case of the client owing fees to IFM for the following but not limited to: design, management, development, programming, consultation or domain registration. Once outstanding fees have been paid IFM will release domains to the Client.

2. Domain Registration does NOT include Web Space or Virtual Hosting. You are not provided with the option to submit your own DNS entries as we are NOT a Registrar and therefore assume that you wish to obtain your hosting services directly through IFM.

3. Domain name payments are non-refundable. Once a domain name is registered, the WHOIS database stores the information and is kept there for a period of one year, until the date of renewal. Payment will NOT be credited back.

4. In the event there is a misspelling of a domain name as supplied to IFM by the client, there are NO refunds.

GENERAL HOSTING TERMS

1. IFM claims no control whatsoever over the content of the information passing through the IFM WEB SYSTEM. IFM makes no warranties of any kind, whether expressed or implied, for the service it is providing. IFM also disclaims any warranty of merchantability or fitness for a particular purpose. Where hosting services are requested IFM will set up hosting services within 10 days of receipt of deposit payment, start payment and signed proposal. In cases where project development is delayed by client not delivering content or client not approving sample designs, already developed web pages, graphics or programming hosting renewal dates will not be changed.

2. IFM will not be responsible for any damage you suffer. This includes loss of data resulting from delays, non-deliveries, or service interruptions caused by its own negligence or your errors or omissions.

3. IFM’S WEB HOSTING SYSTEM may only be used for lawful purposes. Transmission of any material in violation of any Federal, Provincial or local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret.

4. We have the right to refuse to host adult content and to remove it from our servers at any time. Further, you are not permitted to distribute material promoting hatred against individuals or groups or any content that may be deemed to be illegal according to the laws within Canada regardless of any lawful consent as offered by permission your country of residence. We reserve the right to decline requests for web space rentals and to cancel any account at our discretion. You are also not permitted to distribute material promoting any form of network abuse (such as bulk spam mailers, sniffers, or hacking tools).

5. At IFM and its officer’s discretion, access to IFM’S WEB HOSTING SYSTEM may be revoked at any time for abusive conduct on the system and/or the Internet and its resources as a whole. Sending spam (unsolicited email) from a domain or about a domain is considered abuse of the system and could result in the termination of your account. IFM and its officers are deemed as authority to define abusive conduct to the system, and definitions may periodically change or be amended to previous ones.

6. You may not compile or install binary files other than the ones provided on the system. We do not make C compilers available for our web clients, and the PERL binaries provided will *not* have networking support (for example, socket.ph, ftp.pl, etc.)

7. You agree to indemnify and hold harmless IFM from any claims resulting from your use of the service, which damages you or another party.

8. Use of any information obtained via IFM’S WEB HOSTING SYSTEM is at your own risk. IFM specifically denies any responsibility for the accuracy or quality of information obtained through its services.

9. Telnet and Shell Access are strictly prohibited.

10. You may use ftp to access your home directory for the purpose of installing and editing your web pages as often as necessary.

11. These Terms and Conditions supersede all previous representations understandings or agreements and shall prevail notwithstanding and variance with terms and conditions of any order submitted.

12. If the disk usage, transfer limit or number of email accounts of a hosted package is exceeded, the user’s account will be charged for extra bandwidth, disk space and/or email accounts according to our present pricing policy. Warning messages may be emailed to users as they exceed 80% and 90% of their package’s respective bandwidth and disk space limits. Annual accounts that incur extra usage charges will be invoiced separately. If payment for extra usage is not received within two weeks of the invoice date, the expiry date of the account will be adjusted according to the amount outstanding.

13. Without prior notification, IFM reserves the right to suspend or terminate accounts, remove or modify any files which are deemed to be a threat to the functionality or existence of IFM’S WEB HOSTING SYSTEM.

14. IFM will provide a 15-day money back guarantee. The 15 days start from the earliest of – the day we receive the electronic order form, the day Client signs up via fax or indicates acceptance. In any case, the set-up fee, extra bandwidth and extra storage space charges are not refundable.

15. Cancellations will NOT generate ANY refund.

16. Miva Merchant license keys are non refundable.

17. If any IFM account is generating web traffic considered unusually high, we may require the site to be placed on a Heavy User server Virtual Server. We reserve the right to make this determination at our discretion.

18. Use of IFM’S WEB HOSTING SYSTEM constitutes acceptance of these Terms and Conditions.

IFM, SERVICE LEVEL AGREEMENT (SLA)

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NETWORK UPTIME GUARANTEE

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Service Uptime. IFM’s target uptime for the Service is 99% of the time in every calendar month. IFM also guarantees that the email services, web serving services, DNS services, and the IFM network will be available and function for a minimum of 99.9% of the time, not including scheduled maintenance windows. IFM’s, multi-redundant network architecture permits operation without service degradation or CLIENT interruption in the case of maintenance or equipment failure.

IFM will use commercially reasonable efforts to meet or exceed service levels. If IFM fails to meet the foregoing 99% service levels set out below in a rolling two month period, the CLIENT may be entitled to receive a credit for such outage in accordance with the schedule below. CLIENT will be entitled to deduct said credit for such amounts otherwise payable to IFM hereunder, calculated in accordance with the table below for each month (computed by reference to a 31 day month), if more than 20% of the CLIENT users are affected.

Availability % Monthly Service Credit
99.40 – 99.70 2%
99.00 – 99.40 5%
98.00 – 99.00 8%
97.00 – 98.00 10%
96.00 – 97.00 12%
95.00 – 96.00 15%

Server Maintenance Services. IFM will provide maintenance as long as this agreement is in effect without charge. Maintenance windows are scheduled at times which least impact our CLIENTS based on minimal overall activity on the IFM web hosting systems which may vary from month to month.

Notwithstanding the preceding, IFM reserves the right, in its reasonable discretion, to perform any emergency work outside of any Maintenance Windows in order to keep the IFM System functioning in accordance with appropriate Service Levels. If advance notice has been provided, periods of time the Service is unavailable during Emergency maintenance windows will not be included in calculating the service levels actually achieved. Software and hardware failures resulting from a third party intrusion (i.e. denial of service attacks) are excluded from the uptime guarantee. Private label DNS (domain name servers) require 3 DNS entries, the third of which is IFM’S generic DNS. IFM also does not provide any service guarantees for Microsoft Access, ASP, Cold Fusion or Miva. Website or email services downtime resulting from misuse by the CLIENT’S end users will not be recorded as downtime when calculating credits.

Credits for affected websites must be applied for within 30 days of the occurrence of the problem. IFM’S Technical Services will be responsible for problem investigation and will provide a written response to the CLIENT explaining the results of their investigation. In the event there is a dispute of findings, IFM reserves the right to make the final decision on whether credits will be provided to the CLIENT.

COLDFUSION – MIVA – ASP

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Please note Coldfusion (.cfm), Miva and ASP (.asp) services are hosted on a closed source platform. The 99.9% guarantee does not apply for these services.

Microsoft ACCESS DATABASES

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MS Access is not designed for, nor recommended for use on busy websites. Therefore we cannot guarantee performance for websites which make use of Access databases. We recommend using MySQL or MS-SQL for increased performance and reliability.

EASYMAIL/MAILING LISTS

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1. EasyMail E-Mail Accounts are restricted to a maximum size of 1 GB of space on the EasyMail e-mail server. If the maximum space is used by a client (95% or more) it could result in e-mail” bounce-backs”.

2. EasyMail E-Mail Accounts currently do not have maximum e-mail transfer limits, however we do not recommend sending large attachments as many other factors including ISP network configurations may interfere with successful transmission efforts.It is not recommented to send attachments exceeding 20-25 MB.

3. Any activity construed as possible spamming, or fraudulent use of the client domain email servers that send emails, whether purposeful or not, will result in immediate suspension of email privileges until such time as certain conditions are achieved and confirmed. Said conditions may include, but not be limited to confirmation of scanning of all office

4.. Deletions of EasyMail Accounts are queued for execution once a day (overnight).

DOMAIN REGISTRATIONS

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1. Virtual Hosting will be active 24 hours after the initialization process begins (Final Confirmation is e-mailed to the client with subject ‘Final Service Confirmation’). This includes DNS Support and Web Hosting Support.

HEAVY USER SERVER

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1. This server is available by approval by a Senior IFM officer only.

DISPUTES BETWEEN DOMAIN NAME HOLDERS AND THIRD PARTIES

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The applicant acknowledges that any third party may, for whatever reason, challenge the use by the applicant of the domain name before an Administrative Domain Name Challenge Panel (ACP) in accordance with the WIPO ACP rules. The applicant further acknowledges that the decisions of an ACP may determine rights of applicant or other parties or both to the use of a particular domain name, and that, with respect to its right to use a particular domain name or names, it will be bound by ACP decisions

IFM is a Web Hosting and Web Design/Management Service owned and maintained by In Front Media Inc.