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Terms & Conditions

COLLABORATION

The client shall respect stipulated product fulfillment timelines and provide Chatterson Drive Inc. all information and assets as may be reasonably required to launch Ownly. Should the client not provide all information and assets required, or fail to respect stipulated product fulfillment timelines, Chatterson Drive Inc. will continue to contact the client to obtain that information. Billing during this time will also continue.

VARIABLE TERM

The term of the Contract is 12 months. If the client does not choose to extend licensing Ownly beyond 12 months, the client’s Ownly access will be disabled. After the 12-month period, the client shall have the option to extend the Contract at the current monthly fees rate, with 30 days’ notice prior to the next credit card withdraw required for cancellation. Should cancellation be attempted without 30 days’ notice, the fee will be charged for the following month and Ownly will be disabled at the close of the last month charged.

LATE CHARGES

The client agrees to pay Chatterson Drive Inc.’s invoice according to the specified payment schedule by credit card or direct debit. An interest rate of 1.65% per month compounded monthly (19.8% per year) applies to any amount remaining unpaid. Services including Ownly hosting and access will pause after 3 months of non-payment. Services will resume within 24 hours of the account being brought up to date.

EARLY TERMINATION

Chatterson Drive Inc. may terminate the Contract, or any other services provided at any time for any reason by providing the client with a thirty (30) day written notice. If Chatterson chooses to reimburse any charges, the sum paid as liquidated and ascertained damages by Chatterson Drive Inc. to the client as full and final settlement and satisfaction of Chatterson Drive Inc.’s entire liability for any loss, damages, costs and/or expenses suffered or incurred by the client arising from an early termination. The client may not unilaterally terminate this Contract at any time.

DEFAULT

The client shall be in default of this Contract should any one of the following occur (a) the client does not pay the charges due pursuant to this agreement; (b) the client ceases doing business (c) the client reproduces either a portion of or in its entirety any service created by Chatterson Drive Inc. in any other media without Chatterson Drive Inc.’s consent (hereinafter collectively referred to as a “Default”). On the occurrence of any Default, Chatterson Drive Inc. may terminate this Contract immediately. Furthermore, all charges for the remaining Term under this Contract shall become immediately due and payable to Chatterson Drive Inc. as liquidated damages.

NO REPRESENTATIONS BY Chatterson Drive Inc.; NO WARRANTY OF SUCCESS FOR THE CLIENT

The client acknowledges that, in order to promote the Advertising Services, Chatterson Drive Inc. may convey data, including statistics and estimates of performance, which illustrate the results obtained by certain Chatterson Drive Inc. clients, or average results obtained by certain groups of Chatterson Drive Inc. clients. Chatterson Drive Inc. declares that such data is, to the best of its knowledge, accurate and that said data has been obtained from credible sources. The client also acknowledges that such data is conveyed solely for informational purposes, that Chatterson Drive Inc. does not conduct any analysis regarding the client’s business and that consequently, the results obtained by the client may vary considerably from client to client.

LIMITATION AND EXCLUSIONS

The client acknowledges that Chatterson Drive Inc. provides a very large number of advertising services and that errors may thus occur. Chatterson Drive Inc. cannot provide services, on an economic basis, without the benefit of a limitation of liability clause. Consequently, the client also acknowledges that such a limitation of liability clause is a material basis of this Contract, that such a limitation of liability constitutes an essential consideration of Chatterson Drive Inc.’s undertaking to offer the advertising for the charges agreed upon. In the case of any error or omission in the advertising services, Chatterson Drive Inc.’s liability will be limited to the sum of the charges due pursuant to this agreement. The client acknowledges that the present limitation of liability equally applies to the third-party vendors of Chatterson Drive Inc., if applicable. The client must notify Chatterson Drive Inc. of any errors or omissions within forty-five (45) days of Chatterson Drive Inc. having provided the services. Should the client not notify Chatterson Drive Inc. within said notice period, the client shall forfeit all rights related to such errors or omissions.

MODIFICATIONS TO THIS CONTRACT BY Chatterson Drive Inc.

The client acknowledges that Chatterson Drive Inc. may, from time to time, update these Terms and Conditions and services offered. Chatterson Drive Inc. may modify the agreement and services if said modification is to the advantage of the client or such modification does not substantially affect the rights and obligations of the client.

ASSIGNMENT

Chatterson Drive Inc. may assign this Contract or any of its obligations and any payment due under it to a third party without prior written consent from the client. The client may not assign this Contract without Chatterson Drive Inc.’s prior written consent. If the client sells its business or its assets, then the client shall promptly notify Chatterson Drive Inc. and Chatterson Drive Inc. may consent to the assignment.

TRADEMARKS AND PROPERTY OF THE ADVERTISING SERVICES

The client acknowledges that it is not authorized to use Chatterson Drive Inc.’s name or any of its trademarks without the prior written consent of Chatterson Drive Inc. The client also acknowledges that Chatterson Drive Inc. owns the intellectual property rights related to Ownly and all advertising services, including but not limited to digital campaigns and video. The client undertakes not to reproduce without Chatterson Drive Inc.’s prior written consent. Notwithstanding the foregoing and provided the client is not in default of payment of Fees, upon expiry of the initial term, the client may obtain all transferable intellectual property associated with their Ownly, Graphics and Content. All other items are the intellectual property of Chatterson Drive Inc.

PRIVACY PROVISIONS

If the client is an individual, Chatterson Drive Inc. informs the client that their personal information will be used to enable Chatterson Drive Inc. to meet its obligations under this Contract and to provide the requested Advertising Services to the client. Personal information may be shared with agents or contractors of Chatterson Drive Inc. in connection with services that these individuals or entities perform for Chatterson Drive Inc. in connection with the Advertising Services. Our written agreements with such agents and contractors ensure that personal information can only be used for the purposes for which it was shared and that these agents and contractors handle the personal information in accordance with Chatterson Drive Inc.’s Privacy Policy. Some of Chatterson Drive Inc.’s agents or contractors are located in the United States of America and Canada. As such, personal information may be subject to foreign laws, which may require disclosure of personal information to government agencies in the United States of America and Canada.

JURISDICTION

This Contract is governed by the laws applicable in the Canadian province where it is entered into.

LANGUAGE

The parties acknowledge that they have requested that this Contract be drafted in the English language.


APPENDIX

CLIENT RESPONSIBILITIES

The client is responsible for making use of the Transaction Information in accordance with the terms of this Appendix, Chatterson Drive Inc.’s privacy policy and all applicable laws, including but not limited to Canada’s anti-spam legislation. The client must not disclose or convey the Transaction Information to any third party (except as necessary for the client to perform its obligations under the Services) and for maintaining the confidentiality of the Transaction Information.

LIMITATION OF LIABILITY

The client hereby agrees to defend, indemnify and hold Chatterson Drive Inc. harmless against any actions, losses, liabilities, penalties, damages, legal costs and reasonable attorney’s fees which are incurred by Chatterson Drive Inc. and which arise from a violation or an alleged violation of third-party intellectual property rights and of Canada’s anti-spam legislation.

Chatterson Drive Inc. makes no representations or warranties of any kind, whether expressed or implied, including any implied warranties of merchantability, fitness, condition, design or operation, including for a particular use, of the Services. The Services are offered on an AS IS basis. The client’s exclusive remedy for any claim arising under this Appendix or for any error or omission in the Services shall be for Chatterson Drive Inc. to use commercially reasonable efforts to cure the breach at its expense and failing that, Chatterson Drive Inc.’s liability will be limited to the sum of the fees due pursuant to this Appendix during the last twelve months. Chatterson Drive Inc. shall not, in any event, be liable to the client for third party damages or claims; or for special, punitive or indirect damages.

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