MASTER SERVICE AGREEMENT.

1.1 Scope of Services.

This Agreement establishes the terms and conditions for all web development, design, consulting, and performance optimization services provided by the Studio. All related Work Orders, project specifications, and supplementary documents are explicitly incorporated into and governed by this Agreement.

1.2 Acceptance of Terms.

The Client acknowledges that a physical or digital signature is not required to make this Agreement enforceable. By rendering payment, providing project assets, or utilizing Studio-provided resources, the Client formally accepts these terms. In doing so, the Client warrants that they possess the full legal capacity and corporate authority to enter into this Agreement.

1.3 Place of Performance.

The Studio is a Canadian business legally domiciled in the Province of Ontario. Even if the Studio utilizes remote-work arrangements or global cloud infrastructure, the Client agrees that all professional services are legally performed, managed, and delivered from the Studio’s primary place of business in Ontario. Furthermore, all digital deliverables are deemed to be produced and received in Ontario, regardless of the physical location of the Studio's personnel or the Client at the time of access.

1.4 Independent Contractor Relationship.

The Studio provides its services strictly as an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, or agency between the Studio and the Client. The Studio retains full, independent control over the method, scheduling, and execution of its services, and remains exclusively responsible for its own business expenses, taxes, benefits, and operational equipment.

2.1 Requirements for Project Start.

The Studio is not obligated to begin any work, including the "Launch Window" period, until the following requirements are met: (a) payment is received and cleared in full; (b) the Client provides a completed Intake Questionnaire; and (c) the Client provides all necessary brand assets, such as high-resolution logos, website copy, and media files. Any delay by the Client in meeting these requirements will result in an equal day-for-day extension of all project deadlines and delivery dates.

2.2 Deadlines and Project Abandonment.

The Client agrees that meeting deadlines for providing materials and feedback is essential to the project. If the Client fails to provide necessary materials or does not respond to Studio communications for thirty (30) consecutive calendar days, the project will be considered "Abandoned". In the event of abandonment:

• Forfeiture of Fees: All payments made to the Studio will be kept by the Studio as compensation for reserved resources and are non-refundable.
• Reactivation Policy: Any request to restart an Abandoned project is subject to the Studio's availability and requires a new Work Order and a $150.00 CAD Reactivation Fee.

2.3 Approval and Project Completion.

Once the Studio provides a link to the staging environment, the Client has fourteen (14) calendar days to submit one single, comprehensive list of requested revisions.

• Automatic Approval: If the Client does not submit a list of revisions within this fourteen-day window, the work will be considered fully approved as-is.
• Finalization of Services: Following approval, the Studio will complete the final deployment. At that point, the Studio’s obligations for that specific project are considered fulfilled and finished. Any further requests for changes or updates will be treated as a new project and billed at the Studio’s standard hourly rate.

3.1 Standard Currency.

All service rates and fees are set in Canadian Dollars (CAD). Any pricing mentioned in other currencies is for reference only unless specifically stated on an official invoice.

3.2 Payment Methods.

The Studio only accepts payments through the following approved channels:

• Stripe: Used for credit and debit card payments in CAD or USD.
• Wise: Used for bank transfers in CAD, AUD, CNY, EUR, GBP, JPY, SGD, and USD. The Client is responsible for any fees or rejections caused by using unapproved payment methods or currencies.

3.3 Currency Conversion.

If a Client pays in a currency other than CAD, the Studio will determine the exchange rate at the time the invoice is issued.

• Rate Adjustments: This rate may include a small margin to cover market fluctuations and the costs of transferring international funds.
• Fixed Rates: Once an invoice is issued, the exchange rate is locked for the duration of that invoice’s payment period. The Studio will not adjust the price due to later changes in the market exchange rate.

3.4 Full Payment Requirement.

The Client is responsible for ensuring the final amount received by the Studio matches the total on the invoice exactly.

• Additional Fees: The Client must cover all bank fees, wire transfer charges, and platform processing fees (such as Stripe fees).
• Underpayment: If the Studio receives less than the invoiced amount, work on the project will be paused until the remaining balance is paid in full.

3.5 No Refunds.

Because the Studio immediately commits staff time, AI computing power, and cloud infrastructure costs to a project upon payment, all payments are 100% non-refundable. This policy applies even if the project is cancelled, the Client’s needs change, or unexpected outside events occur.

4.1 Mandatory Dispute Resolution.

The Studio is committed to resolving any billing discrepancies professionally and efficiently. The Client agrees that any dispute regarding an invoice, scope of work, or payment must first be submitted to the Studio in writing. The Studio shall have fourteen (14) calendar days from the receipt of this notice to investigate and resolve the issue in good faith before any external action is taken.

4.2 Breach of Payment Process.

Initiating a chargeback, payment reversal, or dispute through a bank, credit card company, or payment processor without first exhausting the mandatory resolution process outlined in Section 4.1 constitutes a material breach of this Agreement.

4.3 Dispute and Recovery Fees.

If the Client initiates an unauthorized payment reversal in breach of this process, the Studio will defend the chargeback to the fullest extent permitted by the payment network. The Client shall be immediately responsible for paying the following fees to cover the Studio's administrative and legal costs:

• Processor Fee: A mandatory $50.00 CAD fee to cover penalties levied by the payment processor (e.g., Stripe or Wise).
• Administrative Labor: Compensation for the time spent compiling evidence and documentation to defend the dispute, billed at the Studio’s standard hourly rate with a minimum of three (3) hours.
• Filing Costs: All government and legal registration fees incurred to establish a public claim to the digital property, estimated between $20.00 and $100.00 CAD per filing.

4.4 Asset Security (The "Digital Lien").

To secure payment for services rendered, the Client grants the Studio a continuing security interest in all project deliverables, including source code, design assets, and active hosting environments.

• Pre-Launch Withholding: The Studio reserves the absolute right to withhold the transfer of the final project files, domain access, and live deployment until the final project invoice is paid in full.
• PPSA Registration: The Studio reserves the right to register this security interest under the Personal Property Security Act (Ontario) to establish a public, legal claim to the unpaid digital property.

4.5 Service Suspension and "Safe Harbor" Protocol.

If the Client commits a material breach of this Agreement after the website has launched (such as initiating an unauthorized chargeback or failing to settle a post-launch invoice), the Studio will initiate the following escalation process:

• Notice to Cure: The Studio will provide the Client with seven (7) calendar days' written notice to resolve the outstanding balance.
• Administrative Downgrade: If the breach is not resolved within the notice period, the Studio will not take the website completely offline. Instead, the Studio reserves the right to downgrade the website to a single, static "Maintenance Page." To mitigate disproportionate business interruption, this page will exclusively display the Client’s business name, physical location, and primary contact information (such as a phone number or general email address).
• Revocation of License: During this downgrade period, the Client’s license to utilize the Studio’s proprietary design, copy, and code (as detailed in Section 7) is temporarily revoked.

4.6 Reinstatement.

The Studio will restore the full digital infrastructure, reinstate the intellectual property license, and release its security interest only after the Client has settled the outstanding balance in full, including all applicable dispute fees and a $250.00 CAD Reinstatement Fee.

5.1 Disclosure of AI Use.

The Client agrees to the Studio’s use of Advanced Artificial Intelligence (AI), Large Language Models (LLMs), and proprietary AI tools to create project work, including source code, database structures, designs, and written content. The Client acknowledges that using these high-efficiency tools is a requirement for the Studio to offer its competitive flat-fee pricing.

5.2 AI as a Professional Tool.

Both parties agree that using AI is a standard professional practice, similar to using other software development tools. The Studio promises that all AI-generated work is reviewed, tested, and optimized by a human to ensure it works correctly and meets project requirements. However, the Client understands that the original logic for this work is generated by a computer, not a human.

5.3 Legal Ownership and Trademark Risks.

Laws regarding the ownership of AI-generated work are changing quickly around the world. As a result:

• No Copyright Guarantee: The Studio does not guarantee that AI-generated parts of the project can be copyrighted under Canadian or international law.
• Client Risk: The Client accepts all risks if they are unable to register or protect copyrights or trademarks for AI-created parts of the final project.
• Third-Party Claims: AI models are trained on large amounts of data. The Studio is not responsible if the AI produces work that unintentionally looks similar to or infringes on someone else's intellectual property.

5.4 Responsibility for Accuracy.

The Client understands that AI can sometimes produce "hallucinations," which are factually incorrect or inconsistent results. While the Studio performs quality checks, the Client is ultimately responsible for double-checking all business facts, legal disclaimers, and data in the final work before it goes live.

6.1 Revision Process.

The Client is entitled to one (1) comprehensive list of revisions. This list must be sent as a single, combined communication.

• Scope Limits: Revisions must stay within the design and functional goals set in the original Work Order. Any requests that change or add to the original plan will be treated as a "Change Order" and will require extra fees.
• Single Opportunity: Once the requested revisions are completed, the Client agrees that no further modifications are included in the original project price.

6.2 Final Approval.

The "Complete Work Order" document, which contains timestamped screenshots of all pages and features, serves as the official proof that the project is finished.

• Finality: By approving this document, the Client officially agrees that the Studio has fulfilled all of its promises and duties.
• Legal Acceptance: This approval prevents the Client from later claiming that the work was unfinished, broken, or different from what was originally agreed upon.

6.3 Final Delivery and End of Contract.

The sending of the "Final Handover Email" by the Studio officially ends the contract.

• Project Completion: Once that email is sent, the project is legally closed. The Studio is no longer the Client's active developer but becomes an outside consultant.
• New Requests: Any requests for help, updates, or fixes made after the Final Handover Email are considered a "New Engagement". This work is not part of the original flat fee and will be billed at the Studio’s hourly rate, with a minimum charge of one hour per request.
• Responsibility for Files: After the handover, the Client is solely responsible for the security, backups, and upkeep of the website. The Studio is not required to keep copies of the files or maintain access to the site.

7.1 Ownership of Project Work.

Once the Studio receives full payment and sends the Final Handover Email, ownership of the finished project (the "Digital Deed") is transferred to the Client. This ownership includes: (a) the final website code (CSS, HTML, and JavaScript); (b) approved marketing text; and (c) images or graphics created specifically for the project. The Client has a permanent, worldwide right to use, change, and display these materials for their business.

7.2 Studio’s Retained Property.

Even though the Client owns the finished project, the Studio keeps all rights to its own "Background IP".

• Definition: Background IP includes the Studio's proprietary code frameworks, search tools, backend logic, internal workflows, deployment scripts, and specialized AI prompt structures used to build the project.
• Usage Limit: The Client is granted a limited license to use any Background IP that is built into the website. However, the Client cannot take this code out to use in other projects, sell it, or try to copy how it works.

7.3 Rights to Show the Work.

The Studio keeps a permanent, worldwide, and free license to show images and videos of the finished project for its own marketing and portfolio.

• How it’s Used: The Studio may use screenshots, video demos, and case studies of the public website on its portfolio, social media, and in award applications.
• Privacy Guard: The Studio will only show the public-facing parts of the website. It will never share private databases, internal business logic, or confidential metrics.

7.4 AI-Generated Content Risks.

The Client agrees that parts of the project were created using Artificial Intelligence.

• Copyright Limits: Under Canadian and international law, work created by AI without significant human input may not be eligible for standard copyright protection.
• No Guarantee of Protection: The Studio does not guarantee that AI-generated parts can be trademarked or copyrighted. The Client accepts the risk that they might not be able to stop others from using similar AI-generated content and agrees not to hold the Studio responsible for these legal limitations.

7.5 Client Content and Legal Protection.

The Client promises they have the legal right to use all text, logos, photos, and other data they provide to the Studio.

• Legal Protection: If a third party claims that the materials provided by the Client infringe on their copyright or trademark, the Client agrees to protect and pay for the Studio’s legal defense.
• Responsibility for Defense: In the event of such a claim, the Client must handle and pay for the legal dispute entirely at their own expense.

8.1 Business Purpose Only.

The Client promises that they are hiring the Studio only to get digital services for their own business. The Client specifically guarantees that they are not working for a competing digital agency and are not hiring the Studio to spy on its methods, gather market intelligence, or compare the Studio's proprietary techniques against others.

8.2 No Reverse Engineering.

The Client is strictly forbidden from doing (or helping anyone else do) any of the following:

• Technical Breakdown: Trying to take apart or reverse-engineer the Studio’s private technology, such as backend code, database structures, or system logic.
• Prompt Mapping: Attempting to figure out, "jailbreak," or copy the specific AI instructions and "System Prompts" the Studio uses to create its work.
• Workflow Copying: Documenting or sharing the Studio’s internal project processes, scheduling methods, or specialized AI architectures in order to copy the Studio’s business model.

8.3 Protection of Trade Secrets.

The Client agrees that the Studio’s methods, AI prompt designs, and setup scripts are valuable trade secrets protected by law. Sharing or using these secrets without permission is a major violation of this Agreement.

8.4 Penalties for Violations.

If the Studio has a reasonable suspicion that the Client has broken any part of this section, the Studio can take the following immediate actions:

• Immediate Cancellation: The Studio can stop all work immediately without notice and will not provide any refund.
• Loss of Rights: The Client’s right to use any project work or Studio technology will be permanently canceled.
• Legal Action (Injunction): The Client acknowledges that stealing or sharing these secrets causes damage that money alone cannot fix. Therefore, the Studio has the right to ask a court for an immediate emergency order (an injunction) to stop the Client from further using or sharing the information.

9.1 Third-Party Infrastructure Disclaimer.

The Studio uses global, enterprise-grade cloud networks and content delivery networks (CDNs), specifically using high-quality "free-tier" setups (the “Infrastructure”). The Client acknowledges and agrees to the following:

• No Studio Guarantee on Uptime: The Studio does not provide its own service level guarantee. The website’s uptime and speed are controlled entirely by the third-party providers (like Cloudflare).
• No Liability for Outages: The Studio is not responsible for any damages or lost business caused by network outages, server failures, or general internet problems.
• Future Pricing Changes: While the Studio sets up the project to be "Zero-Rent" (free), it cannot guarantee that these third-party companies will not start charging fees in the future. The Client accepts the risk that a provider might change its pricing or require a paid subscription later.

9.2 Following Network Rules.

The "Zero-Rent" setup only works if the Client follows the rules of the third-party providers (e.g., Cloudflare, GitHub).

• Client Responsibility: The Client must follow these third-party Terms of Service. If the Client hosts illegal content or uses too much data ("Resource Abuse"), and the provider shuts down or slows down the account, that is the Client’s sole responsibility.
• No Duty to Fix Violations: If a site is deleted or banned because the Client broke a provider's rules, the Studio is not required to rescue the site or move it to a new host, and the Studio is not responsible for any resulting data loss.

9.3 Browser Support and Performance Responsibility.

Supported Browsers: The Studio builds and tests the website to work on the latest, stable versions of modern browsers (Chrome, Safari, Firefox, and Edge). The Studio does not support or fix issues for outdated or discontinued browsers like Internet Explorer.

Performance at Handover: The Studio follows professional best practices to ensure the website is fast and efficient. Any performance measurements (such as Google PageSpeed scores) are taken as a "snapshot" at the time of the final handover. The Studio does not guarantee that these scores will stay the same after the project is finished.

Client Responsibility for Speed: The Client acknowledges that website performance depends on ongoing maintenance. The Studio is not responsible for the site slowing down if the Client or a third party:

• (a) Uploads large, unoptimized images, videos, or media files;
• (b) Adds third-party scripts, tracking pixels (like Facebook or Google Ads), or plugins;
• (c) Makes any changes to the website’s code or hosting settings.

10.1 The Attribution Discount.

The Client may choose to receive a one-time $50.00 CAD Discount in exchange for helping market the Studio. By taking this discount, the Client agrees to keep a working, visible link in the website's footer that says "Storefront by Sociable Studio" (or another version approved by the Studio) that links back to the Studio’s website.

10.2 Placement and Visibility Standards.

To qualify for the discount, the attribution link must meet the following visibility standards:

• Placement: The link must be placed within the primary global footer of the website so that it appears on every page.
• Legibility: The text must be clearly legible and use a font size and color contrast similar to the other standard text in the footer (e.g., Copyright or Privacy Policy links).
• No Hiding: The Client is strictly forbidden from using code (CSS or JavaScript) to hide the link, make it transparent, or overlap it with other elements.
• Source Code Credit: The Studio may also include non-visible attribution in the website’s source code or documentation files (such as .md files). The Client agrees not to remove these internal credits, as they serve as the "Developer’s Signature."

10.3 Two-Year Requirement.

The Client must keep this link on the website for at least twenty-four (24) months starting from the date of the Final Handover Email.

10.4 Broken Rules and the "Clawback" Fee.

If the Client removes the link, hides it, or changes it to a "Nofollow" link before the two years are up, the following rules apply:

• Discount Canceled: The original discount is instantly canceled.
• New Invoice: The Studio will send a new invoice for the $50.00 CAD that was originally discounted. This amount is due as soon as the invoice is received.
• Refusal to Pay: If the Client does not pay this invoice, the Studio may take the legal and technical actions described in Section 4 (including taking the site offline).

10.5 Rules After Two Years.

After the 24-month period ends, the Client is free to keep or remove the link at their own choice.

• Client to Handle Removal: If the Client wants the link removed after two years, they must do it themselves or hire someone to do it.
• No Free Labor: The Studio is not required to remove the link for free. Any request for the Studio to remove the link after two years will be billed at the standard hourly rate.

11.1 What is Confidential Information?

"Confidential Information" means any private, secret, or sensitive information shared between the Studio and the Client, whether it is shared in writing or spoken out loud.

• Studio Secrets: This includes the Studio’s AI prompt designs, "system instructions," AI logic (RAG), project management methods, "Zero-Rent" setup scripts, and specific pricing details.
• Client Secrets: This includes the Client’s business strategies, customer lists, trade secrets, and any internal data provided to the Studio to help finish the project.

11.2 Rules for Keeping Information Secret.

Both the Studio and the Client agree to:

• Protect the Data: Take great care to keep the other party's secrets safe. Each party must protect the other's information at least as well as they protect their own most sensitive data.
• Limit Access: Only share this information with employees, contractors, or advisors who absolutely need to see it to do their jobs, and who have also agreed to keep it secret.
• Use Only for the Project: Use the confidential information only to complete the work described in this Agreement and for no other reason.

11.3 What is NOT Confidential?

This section does not apply to information that: (a) the person already knew before the project started; (b) becomes public knowledge on its own; (c) is legally received from a third party who had no duty to keep it secret; or (d) is created independently without using the other party's secrets.

11.4 Legal Requests for Information.

If a court or the government orders one party to share the other's secret information, they must notify the other party immediately (if legally allowed). This gives the owner of the information a chance to ask a judge to block the request.

11.5 How Long the Secrecy Lasts.

These rules start as soon as the Agreement begins and last for five (5) years after the project ends. However, if the information is considered a "Trade Secret" under Ontario law (like the Studio's proprietary AI prompts), the duty to keep it secret lasts forever, or for as long as it remains a secret.

12.1 Business Sales and Transfers.

This Agreement is binding for both the Studio and the Client, as well as anyone who officially takes over their businesses in the future.

• Permission to Transfer: The Client cannot pass their rights or responsibilities under this contract to someone else (for example, if they sell their business) without notifying the Studio in writing first.
• New Owner Obligations: Any new owner must agree in writing to follow all the rules in this Agreement, including paying any outstanding bills or respecting the Studio's legal claim to the project work.
• Studio’s Right to Subcontract: The Studio has the right to assign this project or hire specialized contractors to help finish the work on time.

12.2 Limits of the Initial Project.

The Client agrees that the project fee covers the initial build only. It is not a subscription or a contract for permanent support.

• Project End Date: Once the Studio sends the Final Handover Email, its main job is officially finished.
• Work After Launch: Any requests for technical help, changes to content, updates, or fixing bugs after the handover are considered "Post-Launch Support."
• Hourly Billing: Post-launch work is billed at the Studio’s standard hourly rate, with a one-hour minimum charge per request. The Studio does not guarantee it will be available for immediate support unless the Client has signed a separate "Maintenance Agreement."

12.3 Risks from Outside Factors.

After the handover, the Studio is not responsible if the website breaks or slows down because of:

• (a) Updates or changes made by third-party providers (like Cloudflare);
• (b) Changes in how web browsers (like Chrome or Safari) work; or
• (c) Changes made to the code by the Client or anyone else. Fixing the website after these types of events will be treated as a new project and billed separately.

13.1 Definition.

For this Agreement, a “Force Majeure Event” is any event beyond the Studio's reasonable control that prevents or delays it from fulfilling its obligations. These events include, but are not limited to:

• Acts of God, such as natural disasters or extreme weather;
• Public health emergencies, including pandemics or government-mandated quarantines;
• Technical failures, including widespread telecommunications outages or the failure of third-party infrastructure providers;
• Security breaches, such as cyber-attacks or national emergencies; and
• Unforeseen medical emergencies or accidents involving key Studio personnel.

13.2 Suspension of Performance.

If a Force Majeure Event occurs, the Studio’s duties under this Agreement are suspended for the duration of the event. The Studio will not be considered in breach of contract or liable for any damages, penalties, or lost business claims resulting from these delays. The Studio will make a reasonable effort to notify the Client once it is practical to do so.

13.3 Prolonged Delay and Termination.

If a Force Majeure Event lasts longer than thirty (30) consecutive days, the Studio may terminate the Agreement by providing written notice. In the event of such termination:

• Payment for Work Performed: The Studio is entitled to keep payment for all work completed up to the start of the Force Majeure Event.
• Final Settlement: The Studio will provide a pro-rated refund for any services not yet delivered. Following this refund, the Studio is released from all further liabilities and performance obligations under the affected Work Order.

13.4 Client Payment Obligations.

A Force Majeure Event does not excuse the Client from the obligation to pay for services already completed or to settle any invoices issued before the event occurred.

14.1 Professional Standards.

Both parties agree to maintain a professional and respectful working relationship. The Studio may terminate this Agreement immediately upon written notice if the Client engages in "Unprofessional Conduct," which includes:

• Harassment: Use of derogatory, discriminatory, or abusive language, or any form of personal insults or threats.
• Operational Interference: Persistent communication outside of established project channels or repeated, unscheduled contact that prevents the Studio from fulfilling its professional duties.

14.2 Termination for Material Breach.

The Studio reserves the right to terminate this Agreement if the Client:

• (a) Fails to meet the project requirements outlined in Section 2.1;
• (b) Fails to settle any invoice within the agreed timeframe; or
• (c) Clearly indicates an intent not to fulfill their contractual obligations.

14.3 Settlement Upon Termination.

If the Agreement is terminated under this Section:

• Payment for Services: The Studio is entitled to retain fees proportional to the work completed up to the date of termination.
• Administrative Fee: A flat fee of $250.00 CAD will be deducted from any remaining refund to cover project decommissioning and file archiving.
• Withholding of Assets: If termination is due to a breach of payment or conduct, the Studio is under no obligation to release source code, design assets, or hosting access to the Client.

14.4 Post-Termination Non-Disparagement.

Following the termination of this Agreement for any reason, the Client agrees to refrain from making any public statements that are false, misleading, or malicious regarding the Studio or its services.

• Scope: This applies to all public forums, social media, and third-party review platforms.
• Remedy: The Client acknowledges that disparagement causes significant harm to the Studio’s professional reputation, and the Studio reserves the right to seek legal remedies for damages resulting from such statements.

14.5 Studio’s Right of Refusal (Termination for Convenience).

The Studio reserves the absolute right to refuse service, reject a project, or terminate an active Work Order at any time prior to the Final Handover Email, at its sole discretion and without providing cause.

• Full Refund Requirement: In the event the Studio exercises this right of refusal, the Studio will promptly issue a full, one-hundred percent (100%) refund of all fees paid by the Client for that specific project.
• Absolute Waiver of Damages: The Client agrees that the receipt of this full refund constitutes their sole and exclusive remedy. Upon issuance of the refund, the Studio is fully and finally discharged from all contractual obligations, and the Client explicitly waives any right to pursue legal or equitable claims for additional damages, including delay costs, lost profits, or the cost of procuring a replacement agency.

15.1 Severability.

If any part of this Agreement is found by a court or arbitrator to be invalid or unenforceable, that specific part will be modified only as much as necessary to make it enforceable.

• Agreement Integrity: The invalidity of one specific clause does not affect the rest of the Agreement, which will remain in full force.
• Independent Obligations: Each section stands on its own. For example, if a specific fee is found to be unenforceable, it does not excuse the Client from their primary duties, such as payment or the protection of the Studio’s intellectual property.

15.2 Agreement Modifications and Version Control.

To maintain operational efficiency and respond to changes in third-party infrastructure policies, the Studio may periodically update this Master Services Agreement.

• Locked Terms for Active Projects: The version of this Agreement active at sociablestudio.com/terms at the exact timestamp of the Client’s initial payment shall govern that specific Work Order in its entirety. The Studio guarantees that the terms will not change during an active project without mutual, written consent.
• Future Engagements: Any subsequent projects, post-launch maintenance requests, or new Work Orders will be governed by the updated version of the Agreement active at the time of that new engagement.
• Formal Amendments: No verbal statement, email communication, or digital message shall constitute a modification of these terms. Any mid-project changes to the rules of engagement must be formalized in a "Supplemental Agreement" signed by both the Studio and the Client.

15.3 Survival of Terms.

Even after this Agreement ends or the project is completed, certain obligations will remain in effect indefinitely.

• Key Surviving Sections: Specifically, the rules regarding Payment, Intellectual Property, Non-Disclosure, and Non-Disparagement will continue to protect both parties after the professional relationship has concluded.

15.4 Formal Communications and Notices.

Any formal legal notice required under this Agreement (such as a notice of breach, termination, or service suspension) must be provided in writing.

• Delivery Method: Notices must be sent via email to the primary email addresses established by both parties at the commencement of the project.
• Timestamp of Receipt: An email notice is legally considered "received" at the exact time and date it is successfully sent from the sender's outbox, provided no "bounce-back" or undeliverable error is generated.
• Excluded Channels: To ensure critical communications are not missed or disorganized, casual messages sent via SMS (text message), social media direct messages, or instant messaging platforms do not qualify as formal legal notice.

15.5 Entire Agreement.

This Master Services Agreement, together with the applicable Work Order and explicitly referenced schedules (such as the Intake Questionnaire), constitutes the complete and exclusive understanding between the Studio and the Client regarding the subject matter herein.

• Superseding Clause: This Agreement supersedes all prior proposals, understandings, representations, warranties, and communications (whether oral or written) between the parties relating to the project.
• No Outside Inducements: The Client acknowledges that they have not relied on any promises, inducements, or representations made by the Studio or its agents that are not expressly set forth in this Agreement.

16.1 Governing Law.

This Agreement and all related matters shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada.

• Ontario Jurisdiction: Both parties agree that Ontario law applies exclusively, regardless of where the parties are located or where the services are accessed.
• Exclusion of International Treaties: International commercial treaties (such as the UN Convention on the Sale of Goods) are expressly excluded and do not apply to this Agreement.

16.2 Binding Arbitration.

Except for the specific exceptions in Section 16.3, any dispute or claim arising from this Agreement will be resolved through Binding Arbitration under the Arbitration Act, 1991 (Ontario).

• Venue: The arbitration will take place in Toronto, Ontario, and will be conducted in English.
• Finality: The arbitrator’s decision will be final and binding on both parties.
• Legal Costs: The "prevailing party" (the party that wins the dispute) is entitled to recover its reasonable legal fees and arbitration costs from the other party.

16.3 Urgent Legal Remedies (Injunctive Relief).

Despite the agreement to arbitrate, the Studio reserves the right to go directly to a court in Ontario to seek immediate "Injunctive Relief" (an emergency court order) to:

• Protect Intellectual Property: Prevent unauthorized use, copying, or reverse engineering of the Studio’s code or design assets.
• Maintain Confidentiality: Stop any unauthorized disclosure of sensitive business information.
• Enforce Security Interests: Protect the Studio's right to withhold digital assets in the event of non-payment.

16.4 Personal Jurisdiction.

The Client agrees to the exclusive jurisdiction of the Superior Court of Justice in Toronto, Ontario, for any such emergency legal proceedings.

17.1 Exclusion of Indirect Damages.

To the fullest extent permitted by Ontario law, the Studio and its proprietor shall not be liable for any indirect, incidental, or consequential losses. This means the Studio is not responsible for:

• Economic Loss: Loss of anticipated profits, business opportunities, or revenue.
• Data Issues: Loss or corruption of data, or the costs of recovering digital assets.
• Operational Impact: Business interruptions, reputational harm, or "down-time" caused by technical failures or software defects. This applies even if the possibility of such damages was discussed beforehand.

17.2 Maximum Liability (The “Liability Cap”).

The Studio’s total responsibility for any claim—whether based on contract, negligence, or otherwise—will not exceed the total amount of fees actually paid by the Client for the specific project in question.

17.3 Basis of the Bargain.

The Client acknowledges that these limitations are a fundamental part of this Agreement. The Studio is only able to provide its services at the specified flat-fee rates because of these agreed-upon limits on risk.

17.4 Legal Protections.

Nothing in this Agreement limits liability that cannot be excluded under Ontario law, such as gross negligence or intentional misconduct. However, both parties intend for these protections to be enforced to the maximum extent the law allows.

17.5 Time Limit for Claims.

Any legal claim related to the Studio’s services must be filed within one (1) year of the event that caused the issue. After this period, the claim is permanently barred.

18.1 Roles and Data Ownership.

The Client acknowledges that, under applicable privacy legislation (including Canada’s Personal Information Protection and Electronic Documents Act [PIPEDA] and regional equivalents), the Client is the sole "Data Controller" of all personal, commercial, and financial information collected through the website. The Studio functions strictly as a technology provider and data processor.

18.2 Operational Compliance.

The Client is exclusively responsible for ensuring that the website’s ongoing use—including integrated contact forms, third-party payment gateways, booking systems, and user communication tools—complies with all relevant privacy and digital communication laws, including Canada’s Anti-Spam Legislation (CASL).

18.3 Legal Documentation.

The Studio provides technical infrastructure, not legal advice. The Client is solely responsible for procuring and supplying a legally compliant Privacy Policy and Terms of Use to be published on the completed website.

18.4 Exclusion of Liability for Data Incidents.

The Studio implements industry-standard security configurations during the build process. However, the Studio expressly disclaims any liability for data breaches, unauthorized access, or regulatory penalties arising from:

• Third-Party Failures: Vulnerabilities in external software, hosting environments, or integrated platforms (e.g., email providers, payment processors, or scheduling software).
• Client Operations: The Client's failure to maintain secure passwords, update software, or properly manage staff access credentials post-launch.
• User Error: Mishandling of data by the Client, their employees, or their end-users.