TERMS AND CONDITIONS INCORPORATED INTO AGREEMENTS WITH
KLP MEDIA INC.
The Contract. The written proposal sent to you by the Corporation (the “Proposal”) contained an express, written reference to the terms and conditions herein, stating that these terms and conditions are to be incorporated into the Proposal. Upon your written acceptance of the Proposal, you are accepting and agreeing to be bound by the terms and conditions and the Proposal, which shall be construed together, constitute one agreement and be referred to herein as the “Contract”. Under the Contract, the Corporation will provide you with the services listed in the Proposal, in exchange for which you shall pay the Corporation the monies listed in the Proposal.
Fees. The Corporation shall be paid the amount(s) specified in the Proposal (the "Fees") exclusive of applicable taxes and disbursements. The Fees together with all applicable taxes and disbursements shall be paid within the time period specified in the Corporation's invoice(s).
Death or Permanent Disability. The Contract shall be terminated upon the death or permanent disability of Kelly Lawson, President of the Corporation. For the purpose of the Contract, permanent disability means where Ms. Lawson is unable to conduct his regular duties with respect to either the Contract or the Corporation for a continuous period of twelve (12) consecutive weeks.
Entire Agreement. The Contract constitutes the entire agreement between you and the Corporation with respect to the subject matter in the Proposal, and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other provisions, expressed or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in the Contract. Any additional or inconsistent terms provided in any other documents or communications (whether in the form of a commercial offer in any medium, or any other communication whatsoever) will not have any legally binding effect.
No Liability. None of the Corporation or any of its respective directors, employees or other representatives will be liable for damages arising out of or in connection with the use of any web-pages, podcasts, social accounts, or any content therein, prepared, provided, contributed to or referred to by the Corporation pursuant to the Contract. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect or consequential damages, loss of data, income or profit, loss of or damage to property and claims of third parties.
Ownership. You retain ownership of any web-pages, podcasts, social accounts, and any content therein, prepared, provided, contributed to or referred to by the Corporation pursuant to the Contract, and any intellectual property related thereto. You agree to defend, indemnify and hold the Corporation, its subsidiaries and affiliates, and each of their directors, officers, agents, independent contractors, partners and employees, harmless from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection thereto.
Force Majeure. The Contract shall terminate upon the occurrence of any event deemed at common law to be a force majeure event which renders the completion of the Contract impossible by you or the Corporation, whether that be as a result of fire, riot, civil disturbance, Act of God, flooding, acts of terrorism, cyber-terrorism, computer viruses, or any other related act or occurrence whatsoever.
Successors and Assigns. The Contract shall enure to the benefit of and be binding upon the you and the Corporation, as well as each party’s respective heirs, executors, administrators, successors and assigns.
Time. Time shall be of the essence of the Contract.
Severability. In the event any provision of the Contract or any application thereof is invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and any other application thereof shall not in any way be affected or impaired thereby.
Amendments. The Contract may be amended, supplemented, revoked or terminated only by a written agreement signed by both you and the Corporation.
Assignment. The Contract may not be assigned by you without the written consent of the Corporation, which may be unreasonably withheld. The Corporation may assign the Contract without your consent.
Currency. All monetary amounts referred to in the Contract shall refer to the lawful money of Canada.
Governing Law. The Contract shall be governed by and construed in accordance with the laws of the Province of New Brunswick and the laws of Canada.
Notices. Any notices to the Corporation relating to the Contract should be sent by email to [email protected] Any notices to you relating to the Contract will be sent by either the email or mailing address through which the Proposal was delivered to you.
Last updated: January 9, 2019