Conscious Commerce Corporation (sometimes referred to herein as “we” or “us”), and the client, as first described above (sometimes referred to herein as the “client” or “you”), hereby agree as follows:

• Terms and Conditions: The following are the terms and conditions of our working relationship.  All projects or services that we may be contracted to provide to you from time to time shall be governed by these terms and conditions, as they may be amended by us from time to time. 
• Services: We will provide the projects and services set out in the proposal(s) provided to you by us from time to time, and to which these terms and conditions apply. 
• Payment: Pricing for the projects and services we will provide is set out in the proposal(s) provided to you by us from time to time.  We use a fixed pricing strategy for all projects & client engagements. To the extent we are asked to perform projects or services that are out of scope, we will advise you of the additional cost prior to undertaking the work.  We only accept payment by way of major credit cards and electronic e-transfers. We require 100% payment in order to initialize each project. For setup fees and new projects, payment is required on the start date and processed using the card on file.  If we are providing monthly recurring services, you agree to let us retain your card on file for payment processing on the first day of each month. All sales are final. No refunds or exchanges will be issued by us.  All third-party software vendor partners bill directly to our clients outside of the proposal(s) we have provided you, and outside of these terms and conditions. 
• Products: Constant Contact, vCita, Domains, Email with Workspace, and Google Ads are our partner vendors. You are also entitled to direct client support from each of our partner vendors.
• Hours: We operate Monday-Friday, 9-4 PM MST. Calls with our team are only available during these hours. We do not work on weekends.
• Term and Termination: The term of our agreement will begin on the start date and will continue until it is terminated by either of us upon 3 months' written email notice. If you fail to provide sufficient notice of termination, it will revert the current month's work and reverse any deliverables.  In addition, we may terminate this agreement immediately at any time if you default on payment, or if you otherwise fail to meet your obligations hereunder.  You agree to indemnify and hold us harmless with respect to any claims, costs, expenses, or liabilities whatsoever incurred by us with respect to the same.  No refunds or exchanges will be issued by us in the event of a termination of this agreement. With exception to the 90 day notice of termination, unless otherwise noted, all Platform Products such as MAP Connect/Local/Web/ECOM/SEO/SMM/SEM/Social and MAP Support require a 30 day written notice to cancel, stop or pause services. 
• Client Obligations: You may be required to provide text, documents, logos, graphics, and other materials necessary for us to provide the projects and services to you from time to time, and you represent and warrant to us that you have all applicable trademark, service mark, copyright, and/or patents necessary, along with all permissions required, to use same.  You may also be required to provide input or otherwise respond to our requests from time to time with respect to the projects and services being provided.  Any projects or services delayed due to your unresponsiveness will result in a 25% fee against the complete setup fee. This will be billed & charged to you to re-open the project. If we are providing you with monthly SEO services, you hereby commit to a minimum of 3 months of such services, and you acknowledge and agree that you can make keyword changes every 3 months only. Our text and graphics containing the phrase "Created by CCC" shall be included in the website's footer and shall never be removed for as long as the website is live.  You understand and acknowledge that we have no control over the policies of our partner vendors, and that therefore certain projects or services may be interrupted, modified, or canceled due to the same. 
• Ownership: All work product produced for you by us may be retained by us, and withheld from you, until such time as all amounts owing to us by you are satisfied.  We also reserve the right to photograph, distribute, or publish for promotional and marketing purposes and work products created for you by us.  If we are providing annual, & monthly platform hosting to you, you may export your website via HTML (however, you cannot migrate web hosts). Web hosting, FTP, & cPanel access is not available or a feature of our platform. If we cease providing such services to you, they will continue through our platform partnership agreements. Under special circumstances, you may request to transfer the site away to another compatible platform agency partner under our supplier agreement, and you may do so for a fee of $400.
• Indemnity: You agree to indemnify and hold us (including our subsidiaries, affiliates, directors, officers, shareholders, partners, and employees) harmless from and against any and all claims, damages, liabilities, costs, and expenses whatsoever (including legal fees on a full indemnity basis) incurred by us as a result of your acts or omissions, breach of representations or warranties made to us, failure to meet your obligations hereunder, or other breach or default of this agreement whatsoever. 
• Limited Liability: We make no representations or warranties other than those made in these terms and conditions.  Except as otherwise specified herein, the projects and services provided by us are provided on an “as-is” basis without warranty of any kind (whether express or implied, statutorily or otherwise).  In no event will we be liable to you for any indirect, special, or consequential damages whatsoever.  Our liability under this agreement, if any, shall be limited in all circumstances to an amount not to exceed the amount of fees paid by you to us for the 12-month period prior to the date upon which such liability arose.   
• Governing Law and Forum: This agreement shall be governed by and construed and enforced in accordance with the laws of the Province of Alberta, and the Federal laws of Canada applicable therein.  Any legal actions or proceedings with respect to this agreement shall be brought in the courts of the Province of Alberta.  Each of us hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Alberta with respect to the same. 
• Entire Agreement: These terms and conditions, read in conjunction with the relevant proposal(s) with respect to the projects and services, constitute the entire agreement between us with respect to the same.  There are no representations, warranties, guarantees or other terms or conditions between us, whether written or oral, other than as contained in this agreement.  If any term of this agreement is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term of this agreement, and such term shall be deemed to be severed from the agreement. 
• Business Info: Conscious Commerce Corporation. HST/GST 762141281RT0001. USA EIN# 98-1421779. CAN - CANADA 1500 14th Street SW Suite #424 Calgary Alberta, T3C 1C9. 1.800.770.8788
• Counterparts and Electronic Signature: This Agreement may be executed in counterparts, each of which shall be an original and all of which counterparts taken together shall constitute one and the same agreement. Signatures to this agreement transmitted by electronic means shall be valid and effective to bind the party so signing.

Last Updated: SEPTEMBER 2024