Website Design Agreement (WD-TOS)

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WEBSITE DESIGN PROJECT TERMS AND
CONDITIONS Of SERVICE AGREEMENT
(WD-TOS)

Last Updated April 30, 2023

This policy applies to the websites :
webnetave.com, canadawebpro.ca, canadawebpro.com, hostnetave.com

Important: When you order website design projects from Webnetave.com, or any of it's brand name websites, you may be provided with a detailed agreement that includes deliverables. Such agreements override these general terms and conditions in our WD-TOS here on our website.

The purpose of these Terms and Conditions of Service (herein referred to as WD-TOS) is to provide a legal framework under which WEBNETAVE.COM and our customers can conduct business regarding the customer hiring WEBNETAVE.COM in the creation of, or modification of, a website. This agreement applies to Webnetave.com website updating service as well as any type of website design project.

This WD-TOS also applies to all our brand names and websites and services including Webnetave.com, Webnetave.ca, Hostnetave.com, Canadawebpro.ca and CanadaWebPro.com.

This WD-TOS also serves to ensure that customers are using WEBNETAVE.COM services in a way that does not infringe on the rights of others and Internet users-at-large, and that no customer uses WEBNETAVE.COM services in a way that is detrimental to WEBNETAVE.COM. In this document, the customer is variously referred to as "client", “customer,” “you,” “your,” and “yours.” . In this document, WEBNETAVE.COM is variously referred to as "WEBNETAVE.COM", "us", "we", and "our".

This agreement is not a "work for hire" agreement between the CUSTOMER and WEBNETAVE.COM.

The customer agrees that by paying the initial deposit Invoice, and/or by signing this agreement, or by ordering a website project online and check marking the required statement that you agree to these terms and conditions, for a website design project, and that you agree to the following terms and conditions.

Webnetave.com will not commence a website creation project until the agreed deposit or full payment is received and a signed copy of this agreement in PDF format has been emailed to info@webnetave.com, or a signed mailed copy of this agreement is received (contact Webnetave.com for our mailing address if mailing).

Failure to email or postal mail in your signed copy DOES NOT exclude you from abiding to these Terms and Conditions as stated below.

1. Authorization.
The customer is engaging WEBNETAVE.COM as an independent contractor for the specific purpose of designing a World Wide Web website, or updating a Worldwide website, (hereinafter referred to as "Web Design Project", “design project”, or “website updating service”) to be published on the customer's account on an Internet Service Provider (ISP) or Web Hosting provider’s server, hereinafter refer to as "Hosting Service”. The customer hereby authorizes WEBNETAVE.COM to access this hosting account and authorizes the Hosting Service to provide WEBNETAVE.COM and its subcontractors, with "full access" to the customer's hosting account, and any other programs needed for this Website Design Service, or Project, that are included as part of the customer's service agreement.

2. Web Hosting With WEBNETAVE.COM.
If The customer is hosting their website on the web hosting services offered, or included in a website project package, with WEBNETAVE.COM, you agree that our web hosting services are a separate service and not part of this agreement, even if you receive web hosting or Domain Name Registration services as part of WEBNETAVE.COM Web Design Project. The customer is expected to follow the Web Hosting Terms and Conditions as listed on our website at: https://webnetave.com/web-hosting-terms-conditions-whtos/

3. Development.
WEBNETAVE.COM makes every effort to ensure that your website is viewable by your website visitors as intended. However, WEBNETAVE.COM represents and warrants that the website we design for you will work in the latest versions of Firefox and Google Chrome at the time of website launch. Compatibility with all other browsers is on a best effort only basis. While WEBNETAVE.COM will make reasonable efforts to design a fully functional web site, WEBNETAVE.COM warrantee does not cover text-based browsers or requested special effects that we have advised you against. WEBNETAVE.COM will make every effort to ensure that the completed website is responsive and to be viewable on the majority of desktop screens, tablet screens, televisions, and mobile phones. WEBNETAVE.COM does not guarantee perfect viewing on all devices.

4. Website Design Project Process.

WEBNETAVE.COM follows a design method called “focusing” for website creation design projects. This method is based on these stages of development in sequence:

Stage 1: Setup & Provision of WordPress 'non-live' website, where possible, where the development will take place and where you as a client can view the progress of the project 24/7. In some circumstances, the website may be live if the domain name, or website URL are visited. In such a development in a 'live state', WEBNETAVE.COM will place a notice on the website to notify visitors that the website is undergoing redesign.

Stage 2: After discussing your needs, we install a WordPress theme to use as a framework for your new unique website. We then work on implementing the branding for your business and creating the website navigation structure.

Stage 3: This stage has two possible outcomes:
• If in Stage 2 the design is not approved by the customer, we work on the design and start the process over at Stage 1 until you are satisfied, then we move to the next stage of development.
• If in Stage 2 you agree to the work, we have performed in Stage 1, and you agree that we should continue with the design, we then move to Stage 4.

Stage 4: We continue developing the website BASED UPON Stage 3. We communicate with the customer for further approvals, and we continue this process of requesting approval and moving forward once approved until project completion. Webnetave provides you with unlimited revisions during a website project until the project is deemed to be completed and launched to viewers and your customers online. The customer agrees that once Stage 3 is approved, any complete redesign of Stage 2 may incur additional costs. Customer will be notified of such, if so, before proceeding.

Stage 5: Website content OnPage SEO. Webnetave starts applying SEO strategies to the web page(s) content and submits site maps to the major search engines of Google and Bing. This stage continues past website launch until completion, usually within a week or two of website launch.

4. Assignment of Web Design Project.

WEBNETAVE.COM reserves the right, and you hereby agree to assign subcontractors to this Web Design Project to ensure that the terms of this agreement are met. This stipulation has been added for extreme situations only such as natural disaster, virus outbreaks and acts of God that may hinder project work. It would be an extremely rare situation that may cause use of this provision.

5. Copyrights and Trademarks.

You agree and understand that content of websites on the Internet are copyright and intellectual property. The customer unconditionally guarantees that any elements of text, graphics, photos, trademarks, or other items furnished to WEBNETAVE.COM for inclusion in the Web Design Project are owned by the customer, or that the customer has permission from the rightful owner to use each of these elements or that the images are legally licensed for such use. You agree to fully defend and indemnify and hold harmless WEBNETAVE.COM of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney's fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of WEBNETAVE.COM services or any portion thereof. Your website design project may use royalty free images from reputable image providers, and even if they are royalty free, you agree that Webnetave will not be held responsible if any issues arise from any royalty free images that you provide or approve WEBNETAVE.COM to use in this website design project. You agree that you have been informed that the safest course of action is to purchase rights to use images from reliable sources. Choice of counsel remains exclusively that of WEBNETAVE.COM. The cost of the Customer provided images is not included in the deliverables nor web design project price.

6. Website Updating Service, Web Site Maintenance & Search Engine Optimization Services.

6.1 Website Updating Service. You agree to prepay for hours of website updating services prior to the start of any website updating. WEBNETAVE.COM will keep track of the hours earned. The Minimum charge for any website updating is $49.00CAD+applicable taxes. If WEBNETAVE.COM requires more hours to complete the website updating, the website updating will be halted and the CLIENT will be contacted to purchase additional hours of website updating and once paid will continue the website updating work requested.

6.1.1 Minor customization to a WordPress Theme. Minor customization to a WordPress Theme already installed in the CLIENT's WordPress application is considered website updating service, whether the website is hosted with WEBNETAVE.COM or hosted at another service provider. WEBNETAVE.COM is the sole entity that decides what is deemed a Website Updating Service and what is deemed a Website Design Project.

6.1.2 Installing a New WordPress Theme & Customizing The Theme. Installing a new theme and customizing it is not deemed to be a Website Updating Service and WEBNETAVE.COM deems this as a Website Design Project.

6.1.3 Website Theme & Plugin Costs. WEBNETAVE.COM does not pay for the cost of any website themes or plugins. It is the responsibility of the CLIENT to purchase website themes or premium plugs they request, as well as any annual renewals, directly with the Theme provider. Further to this, some website themes are free to use by the provider with their copyright information linked to their website intact in the bottom footer of CLIENT website. WEBNETAVE.COM cannot remove the copyright or link to the theme provider’s website for free themes. To remove this footer information the CLIENT agrees that they understand that they will have to pay the theme provider to remove this information and link. The CLIENT does not pay WEBNETAVE.COM for this. Purchasing a website theme is between the CLIENT and theme provider.

6.1.4 Switching To Website Project. If during the website updating work requested, the CLIENT decides that they want a completely new Theme installed and customized, WEBNETAVE.COM
may switch the website updating service to a Website Design Project. The CLIENT will be informed beforehand and will have an opportunity to agree to the price of the project.

6.2 Website Maintenance After a WEBNETAVE.COM Project Completion. Section 6.2 does not apply to CLIENTS requesting Website Updating Service for a website not initially created or hosted with WEBNETAVE.COM. Once your website design project with WEBNETAVE.COM is completed, and all web design project fees paid, the customer will be given a 30 day period of time within which the customer can request minor modifications to the website without extra charge and without using any ongoing website maintenance hours of your monthly maintenance plans, if applicable, and/or contracts with WEBNETAVE.COM. Minor modifications do NOT include major graphic design, colour changes of graphic design elements, or web page layout. Any requests for modification not deemed to be minor, will be at additional charge billed at our hourly rate as posted on our website in Canadian Currency. The CLIENT agrees that WEBNETAVE.COM, at our sole discretion, will decide what constitutes a minor modification.

6.3 Onpage Search Engine Optimization (herein called 'SEO'). On Page Search Engine optimization Services can be part of a Website Design Project or a Website Updating Service request. The customer agrees to the following terms and conditions and agreements for SEO services included in any Website Updating Service or as part of any WEBNETAVE.COM Website Design Project:

6.3.1 No Guarantees. You acknowledge and agree that Webnetave.com makes no specific guarantee or warranty regarding the search engine providers and publishers to which it submits
advertising on your behalf, including placement of paid search advertising or any specific results.

6.3.2 Clicks and Impressions. Webnetave.com does not warrant the number of calls, clicks, impressions or website visits or that paid search advertising will appear in response to any
particular query.

6.3.3 Errors and Omissions. Webnetave.com does not warrant nor guarantee that the performance will be error-free but will immediately act to correct errors once they have been identified.

6.3.4 Video Distribution. Video Distribution will be only completed if a video is provided by the client. Webnetave.com is not responsible for video creation or video editing of any kind.

6.3.5 Search Engine Inclusion. By hiring Webnetave.com for any SEO service, the CLIENT agrees that Website Submission services do not guarantee inclusion of the CLIENT website in any search engine results and that Webnetave.com does not and cannot control what a search engine does regarding the CLIENT website.

6.3.6 Directory Submissions. Directory submission services do not guarantee acceptance to the
directory for various reasons not related to Webnetave.com.

6.3.7 Search Engine Ranking. CLIENT understands and agrees that although the best efforts and ethical SEO (that follows the search engine's rules) are followed, Webnetave.com does not and cannot guarantee any specific ranking in a major search engine. Although our SEO is very effective for our customers, ultimately the search engines determine this and Webnetave.com can only use best practices and efforts to achieve a higher ranking for CLIENT.

7. Completion Date.

7.1 Website Design Project Completion Date. WEBNETAVE.COM and the customer must work together to complete a Website Design Project or Website Updating Service request in a timely manner. WEBNETAVE.COM estimates a Website Design Project to be completed within 40 days or sooner, as long as the CLIENT is quick in responding to requests during the Website Design Project. CLIENT agrees and understands that WEBNETAVE.COM works on multiple client web design projects simultaneously. WEBNETAVE.COM and the customer must work together to complete the website in a timely manner. The decision for WEBNETAVE.COM to work beyond our normal hours of operation is solely a decision made by WEBNETAVE.COM.

7.2 Website Updating Service Completion Date. WEBNETAVE.COM and the customer must work together to complete Website Updating Service requests in a timely manner. Completion dates for the Website Updating Service are dependent on the amount of service requested and the current workload of WEBNETAVE.COM. CLIENT agrees and understands that WEBNETAVE.COM works on multiple client websites simultaneously. WEBNETAVE.COM and the customer must work together to complete the Website Updating Service in a timely manner. The decision for WEBNETAVE.COM to work beyond our normal hours of operation is solely a decision made by WEBNETAVE.COM.

7.3 Modifying Completion Date. WEBNETAVE.COM can only complete Website Design Project work or Website Updating Service as fast as the work performed is approved and website content is sent to us. To be fair to all our customers, client agrees to provide the text content and any photos they wish included for Website Design Projects for the web pages within 10 to 15 days of project start date, and for Website Updating Service within 3 days of requesting the Website Updating Service. Web design projects and Website Updating Services are completed on a first come and first serve basis. To be fair to other current CLIENTS that WEBNETAVE.COM is working on completing, if the customer does not supply WEBNETAVE.COM complete text and graphics content for all web pages contracted for within these mentioned time frames, or from when a contract agreement was signed, the website work may be delayed until all other WEBNETAVE.COM Website services (with OTHER CLIENTS) are completed in the order we received the work requested. In effect your web site project may be pushed to the back of the list of WEBNETAVE.COM design customer projects.

8. Website Design Project Delivery.

The final web site design project will be published to the customer's live hosting service upon receipt of final payment only. WEBNETAVE.COM DOES NOT place website files on a diskette or CD or any media other than uploading directly to the customer's web hosting account, even if extra payment is offered. This is due to a Canadian Tax Law. You can download your website files and store them onto a media medium of your choice. WEBNETAVE.COM can assist you in doing so. If not hosting with WEBNETAVE.COM, Web Hosting services require a separate contract with the hosting service of the customer's choice. The customer agrees to select a hosting service which allows WEBNETAVE.COM full access to the customer's account via FTP, or WordPress/Shopify administrative control panel. The customer will be solely responsible for any and all hosting service charges.

9. Website Ownership, Content & Design Project Copyright.

9.1 OWNERSHIP DURING WEBSITE PROJECT. Customer agrees that ownership to any part of a web design project is not transferred to the customer until all fees have been paid in full for the entire project.

9.2 OWNERSHIP OF THIRD-PARTY PRODUCTS AND SERVICES AND SUB-CONTRACTOR
PRODUCTS AND SERVICES. The customer understands and agrees that Webnetave.com may use and/or may purchase third party licensed products or services that are necessary in the Website Design Project or for the Website Updating Service. Such products may include, but are not limited to web hosting services, server applications, Content Management systems such as WordPress, WordPress plug-ins, WordPress Themes, stock images and/or photographs, videos, music files or any other copyrighted work which Webnetave.com deems necessary to purchase and use in the website project.

9.3 Customer further acknowledges and understands and agrees that any such third-party applications or content used in the design of the Website for the project (from Section 9.2) with Webnetave.com is fully owned by the third parties and copyright and rights to such third-party products and services cannot be transferred to Webnetave.com, nor the Customer. Such Copyright and/or intellectual property or rights of ownership of any of the third-party vendor's products or services used in a website project with Webnetave.com are not transferred to the Customer and shall remain the property of the third parties for as long as they are part of the website design.

9.4 OWNERSHIP OF WEBSITE AND RIGHTS Of INTELLECTUAL PROPERTY. The customer agrees that the web hosting network system that runs your website, and any third party products and services, including any suppliers and sub-contractors used by Webnetave.com in the Website Design Project or Website Updating Service, both during a website project and after website launch and final payment being received by the Customer, is not owned by, nor does the customer have any rights in ownership of such. The customer understands and agrees that on Website Design Project completion or Website Updating Service completion, you own the custom graphics, design and custom coding of the website only and not any third-party products or services used in the design of the website. Webnetave.com and the Customer also agree that the customer owns all of the content that the customer, or Webnetave.com wrote for the customer, that was placed onto your website. Customer may download and make a backup copy of such items from within the WordPress CMS. WEBNETAVE.COM will assist in doing so by request.

9.5 AGREEMENT TO NOT RESELL WEBSITE DESIGN TO OTHERS. The customer agrees to not resell any custom design, coding or graphics for the purpose of reselling web design for profit, except in the case of the customer selling part of their business related to the website design or their entire business to another person or company. In the case that the customer sells part or all of their business and business assets to another company, this agreement shall remain enforceable, and the buying company must agree to these same terms of this WD-TOS agreement.

9.6 RIGHT TO DISPLAY AS WEBNETAVE.COM WORK. Webnetave.com and its subcontractors retain the right to display graphics and other web design elements of the completed website as examples of their work in their respective portfolios on any of our brand websites.

10. Payments.

Payments must be made promptly based on the terms of the Website Design Project and ongoing Maintenance & Hosting Agreements with WEBNETAVE.COM. WEBNETAVE.COM reserves the right to remove any Website from viewing on the Internet until final payment is made. Website Updating Service is a pre-paid service.

10.1 Statements. WEBNETAVE.COM does not mail paper invoices or statements. Invoices will be emailed to the email address used upon account sign-up unless otherwise notified. Customer agrees to inform WEBNETAVE.COM if your email address for your account has changed, otherwise you may miss important emails and Invoices from WEBNETAVE.COM. WEBNETAVE.COM can email your Invoices at any time by calling our sales desk and requesting this.

10.2 Cheques not accepted. WEBNETAVE.COM does not accept cheques. WEBNETAVE.COM
Prefers Payment by Interact Email Money Transfer via your online banking. 10.3 Payment Schedule. Payment for services provided hereby shall be made in accordance with the conditions contained in the deposit Invoice email or on the WD-TOS agreement you signed and returned to WEBNETAVE.COM. This is usually a deposit before starting a web design project, and final payment at project completion. For smaller website projects, full payment may be required up-front.

11. Conditions and Disclaimers

11.1 Indemnification

11.1.1 You will indemnify and hold harmless WEBNETAVE.COM, its subcontractors, and its agents against any, and all actions, claims, proceedings, suits, liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable legal fees and other litigation expenses) incurred by WEBNETAVE.COM or its subcontractors, relating to:

▪ Your breach of any term or condition in this agreement, or your breach of any applicable WEBNETAVE.COM policy or guideline as shown on the Internet at https://webnetave.com/policies-agreements/;
▪ Your use or inability to use WEBNETAVE.COM services;
▪ Your violation, alleged violation, or misappropriation of any intellectual property right or non-proprietary right of a third-party.

11.1.2 You agree to fully defend and indemnify and hold harmless WEBNETAVE.COM of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney's fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any copyright or other intellectual property right of any third party which is in any way related to your use of WEBNETAVE.COM services or any portion thereof. Choice of counsel remains exclusively that of WEBNETAVE.COM.

11.1.3 You agree to fully defend and indemnify and hold harmless WEBNETAVE.COM of and from any and all third party claims, causes of action, demands, costs, damages including both direct and consequential damages, specifically including attorney's fees and costs, expert fees and costs and mediation and/or arbitration fees and costs incurred (whether paid or not) as the result of any violation or claimed violation of any privacy legislation which is in any way related to your use of the WEBNETAVE.COM services or any portion thereof. You acknowledge that you are solely responsible for the data stored using the WEBNETAVE.COM services and solely responsible for ensuring that the WEBNETAVE.COM services are appropriate for the nature of the data being stored. Choice of counsel remains exclusively that of WEBNETAVE.COM.

11.1.4 You specifically waive any claim for damages of any kind, whether direct, indirect, special, exemplary, punitive, incidental or consequential, loss of profits, or loss of business as the result of WEBNETAVE.COM suspending or terminating your project or web host account in response to any claim of copyright infringement even if the material alleged to be infringing is subsequently found not to be infringing.

11.1.5 Notwithstanding anything in this Agreement, the content of the customer’s Website is the sole responsibility of the customer. The customer agrees to indemnify, defend, and hold harmless WEBNETAVE.COM and its subcontractors and agents from any and all claims including, but not limited to: misappropriation of any copyright, patent, trademark, trade secret, data, music, image, or other proprietary or property right, false advertising, unfair competition, defamation, business or personal dispute or argument, invasion of privacy or rights of celebrity, violation of any anti-discrimination law or regulation, or any other right of any person or entity, or any personal or business argument or dispute losses, damages, liabilities, judgments, or settlements, including reasonable legal fees, costs, and other expenses incurred by WEBNETAVE.COM and any third party entities related to WEBNETAVE.COM, related to or in connection with the content of the customer's website.

11.1.6 The terms of this section (“Indemnification”) will survive any termination of this agreement.

11.2 Disclaimer Of Warranties

11.2.1 YOUR USE OF THE WEBNETAVE.COM WEB DESIGN PROJECT IS AT YOUR SOLE RISK.
WEBNETAVE.COM services are provided on an as-is-as-available basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. WEBNETAVE.COM DOES NOT GUARANTEE, NOR IS IT RESPONSIBLE FOR, ANY DELAY OR LOSS OF DATA, LACK OF CONNECTION, SLOW CONNECTIONS, OR ANY OTHER ISSUE, EVEN IF IT IS DUE TO THE NEGLIGENCE OF WEBNETAVE.COM.

11.2.2 Any information obtained by you from the Internet may be offensive, incorrect, and possibly illegal. Excepting the information on its own Website, WEBNETAVE.COM has no control over the contents of any other Website on the Internet. WEBNETAVE.COM makes no warrantee as to the accuracy, suitability, or legality of any information that you acquire from the Internet nor does WEBNETAVE.COM provide any warrantee for any goods or services that you might acquire over the Internet.

11.2.3 WEBNETAVE.COM expressly disclaims any representation or warranty that WEBNETAVE.COM services will be error-free, secure, or uninterrupted. No oral advice or written information given by WEBNETAVE.COM, its employees, licensors of the like, or subcontractors will create a warranty; nor may you rely on any such information or advice.

11.2.4 Although WEBNETAVE.COM, its subcontractors, and its agents will use all reasonable measures to maintain the security of our services, WEBNETAVE.COM assumes no responsibility for the effectiveness of the security measures provided by WEBNETAVE.COM or its subcontractors or agents. 11.2.5 The terms of this Section (“Disclaimer of Warranties”) will survive any termination of this Agreement.

11.3 Limitation of Liability

11.3.1 Customer agrees that WEBNETAVE.COM liability and the customer's and end users' exclusive remedy related to the non-performance of the website design service shall be: (i) repair or adjustment of the service, or (ii) where repair or adjustment is not practicable, an equitable credit not to exceed the charges invoiced to the customer for the portion of the service which were non-performing. For any other claim, WEBNETAVE.COM liability, if any, to the customer and end users for damages related to use of the service for any cause whatsoever and regardless of the form of action, shall be limited to those actually proven as directly attributable to WEBNETAVE.COM, and shall in no event exceed the total charges paid by the customer during the period the said damages were incurred. Under no circumstances will WEBNETAVE.COM, its agents, suppliers or subcontractors be liable to customer or third party for any indirect incidental, special or consequential damages, expenses, costs, liability, loss, or damage whatsoever, whether arising in negligence, tort, statute, equity, contract, common law, or any other cause of action or legal theory. Customer agrees, acknowledges and confirms that the limitations of liability set out in this section are fair and reasonable in the commercial circumstances of this agreement and that WEBNETAVE.COM would not have entered into this agreement but for customer's agreement to limit WEBNETAVE.COM, its agents', suppliers' and subcontractors' liability in the manner, and to the extent, provided for herein.

11.3.2 For greater certainty, customer agrees that WEBNETAVE.COM shall not be liable for any lost profits, anticipated revenue, loss of data, loss of use of any information system, lost business revenue, failure to realize expected savings or any other commercial or economic loss of any kind whatsoever arising out of or in connection with this agreement or the provision of the service, even if WEBNETAVE.COM has been advised of the possibility of such loss.

11.3.3 WEBNETAVE.COM assumes no liability arising from (i) the use of the service furnished by WEBNETAVE.COM in combination with service, products or equipment provided by customer or any third parties and (ii) the failure by the customer to perform its obligations.

11.3.4 WEBNETAVE.COM host network or that of its subcontractors may experience periods of unavailability from time to time due to (but not restricted to) normal routine maintenance, utility interruption, equipment failure, natural disaster, acts of God, or human error. In no event shall WEBNETAVE.COM be liable to the customer for any indirect, special or consequential damages, lost profits, or anticipated loss of profits, arising from, or related to, our hosting services, or the hosting services of our subcontractors.

11.3.5 The terms of this Section (“Limitation of Liability”) will survive any termination of this Agreement.

11.4 General Provisions

11.4.1 Force Majeure. Either party to this agreement shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

11.4.2 Assignment. This Agreement and the rights hereunder is not assignable or transferable except that WEBNETAVE.COM may freely assign all of its rights hereunder to any person or entity who shall become a principal owner, or shareholder of WEBNETAVE.COM, or to any affiliated company or successor in interest of WEBNETAVE.COM. Any other attempted transfer or assignment of rights hereunder shall be null and void ab initio. Upon any such assignment by WEBNETAVE.COM to any other party, including to any affiliated company or successor in interest of WEBNETAVE.COM, you have the right to terminate this Agreement by giving notice thereof in writing to WEBNETAVE.COM and any such termination shall become effective thirty (30) days after the receipt of such notice by WEBNETAVE.COM.

11.4.3 Severability. The invalidity, illegality or unenforceability of any one or more provisions of this Agreement shall not affect or impair any other provisions of this Agreement.

11.4.4 Choice of Law. The customer agrees to attempt to resolve any disputes with WEBNETAVE.COM prior to resorting to litigation. This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada. Any action relating to this Agreement must be brought in the provincial courts located in London, Ontario, Canada.

11.4.5 No Agency. Nothing contained herein shall be interpreted as creating an agency, partnership or joint venture between WEBNETAVE.COM and you.

11.4.6 Termination.

o Failure to observe the terms and conditions set forth in this agreement can result in anything from a warning to a suspension of privileges or immediate termination of your project with us.

o If WEBNETAVE.COM terminates the services being provided to you due to a breach of any terms of this agreement, then such termination shall be without refund.

11.5 Agreement By Paying

WEBNETAVE.COM By paying the initial Invoice for use of WEBNETAVE.COM Web Site Design Project Services constitutes acceptance of the above Terms and Conditions of Service.

11.6 This TOS-WD Agreement.

This agreement constitutes the sole agreement between WEBNETAVE.COM and the customer regarding this Web Design Project. Any additional work not specified in this con tract or any other amendment or modification to this contract must be authorized by both the customer and WEBNETAVE.COM by exchanging emails. Such emails are to be kept as proof of such additional work and are deemed NOT part of this project. All prices specified in this project will be honoured for 2 months after both parties sign this WD-TOS agreement. Continued services after that time will require a new agreement.

12. Cancellation of Project by Customer Prior To Completion.

Customer can cancel this project at any time. There are no refunds on website design project deposits or payments made as we have already set time aside for the project. If the customer cancels this project for any reason, then the following applies:

12.1 Cancellation request for a website project with WEBNETAVE.COM within the first 30 days of the deposit payment

If the customer cancels this project within the first 30 days of the deposit payment to WEBNETAVE.COM, then the deposit will be deemed non-refundable. If, at the time of the request for refund within 30 days of deposit payment, work has been completed beyond the amount covered by the initial deposit payment, then the client shall be liable to pay for all work completed at the hourly rate of $49.00 per hour. WEBNETAVE.COM can FTP HTML files and associated graphics to the customer once all fees have been paid (either the deposit or the deposit plus any earned costs). WEBNETAVE.COM is NOT required to provide the customer with any website or graphic files on CD or removable media.

12.2 Cancellation request for a website project past the first 30 days of the deposit payment. If the customer cancels this project past the first 30 days of the deposit payment to WEBNETAVE.COM, then the deposit will be deemed non-refundable. The balance owing on the project which was agreed on the project deposit date (which is the project start date) will become due and payable in full. If, and only if, the entire agreed project price is paid, WEBNETAVE.COM can ftp any completed HTML and associated graphic files to the customer. WEBNETAVE.COM retains ownership of the completed work until the full contract price has been paid. WEBNETAVE.COM is NOT required to provide the customer with any website or graphic files on CD or removable media.

13. Agreement by Payment and Use

Use of WEBNETAVE.COM Web site design project service or website updating services constitutes acceptance of this Website Design Terms and Conditions of Service Agreement (WD-TOS).

By hiring Webnetave.com, or any of our brands as listed in this agreement, to perform website design and/or website creation services, or Website Updating services, you are agreeing with the terms and agreements of this WEBSITE DESIGN TERMS AND CONDITIONS Of SERVICE AGREEMENT (WD-TOS).