Talent – Technology – Team

Web Development

Copyrights and Trademarks
The client is required to represents to Utnt ( a web development division of Canris)  and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Utnt for inclusion in Web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Utnt and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

Limited Liability
Client hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web site. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel.

Client hereby agrees to indemnify and hold harmless Utnt from any claim resulting from Client’s publication of material or use of those materials. Utnt may or may not give notice before deactivating the use of an account, which we decide is an abusive or unethical use of, or a potentially illegal use of the Web site account. Client hereby agrees to indemnify and hold harmless Utnt in any claim resulting from the submission of illegal materials.

Under no circumstances, including negligence, shall Utnt, its offices, agents or anyone else involved in creating, producing or distributing it’s services related to web site development, hosting and maintenance, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use Utnt services; or that results from mistakes, omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Utnt records, programs or services. Client maintains sole responsibility for data backups and restoration. Client hereby acknowledges that this paragraph shall apply to all content on Utnt services.

Notwithstanding the above, Client’s exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement and any reasonable attorney’s fee and court costs.

Indemnification
Client agrees that it shall defend, indemnify, save and hold Utnt harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees, (“Liabilities”) asserted against Utnt, agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sole by Client, its agents, employee or assigns. Client agrees to defend, indemnify and hold harmless Utnt against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with Utnt  service, any material supplied by Client infringing on the proprietary rights of a third party, copyright infringement, and any defective product which Client has sold in the Web Design.

Laws Affecting Electronic Commerce
The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Utnt and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client’s use of Internet electronic commerce.

Copyrights to Web Pages & Domain
Copyright to the finished assembled work of Web pages produced and designed by Utnt shall be vested with the client upon final payment of contract amount due upon final completion of said Web pages. This ownership is to include design, photos, graphics, work-up files, text. It is mutually agreed that any design changes to these Web pages must have mutual consent of both parties. Utnt and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. Copyright of internet domain will remain with utnt however the rights may be transferred to client by mutual consent & arrangements.

Limited Warranty
Utnt warrants that for the one hundred eighty (180) days following the date of delivery of the website to you, as evidenced by the signed contract, that:

  1. the website will perform substantially the functions described in the proposal and documentation provided by Utnt.
  2. your sole remedy under the warranty during this one hundred eighty (180) day period is that Utnt will undertake to correct within a reasonable period of time any reported “website error” (failure of the website to perform substantially the functions described in the documentation) without additional costs. These are your sole and exclusive remedies for any breach of warranty during this one hundred eighty (180) day period.

The above warranties are exclusive and in lieu of all other warranties, whether expressed or implied, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

No oral or written information or advice given by Utnt, its employees, distributors, dealers or agents shall increase the scope of the above warranties or create any new warranties. This Limited Warranty is void if failure of the Website product has resulted from abuse or misapplication.

Limitation of remedies
Regardless of whether any remedy set forth herein fails of its Essential purpose, in no event will Utnt be liable to you for any special, consequential, indirect or similar damages, including, without limitation, damages for loss of business profits, business Interruption, loss of data or business information (or other Pecuniary loss) arising out of the use of or inability to use the Website or any data supplied therewith even if Utnt or anyone else has been advised of the possibility of such damages, or for any claim by any other party. In no case shall Utnt’s liability exceed the total price of the project as defined by this document.

Authorship Credit
Client agrees that Utnt may put a byline on the bottom of one page of the Web Page establishing authorship credit and/or use the finished design in their portfolio.

Payment & Agreement duration
Client agrees that the agreement will be for 730 days duration. Payments will be made in advance on early basis.

Payment of Fees
In order for Utnt to remain in business, payments must be made promptly. Invoices are due upon receipt. Delinquent bills will be assessed a $15.00 charge if payment is not received within 15 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. Utnt reserves the right to remove Web pages from viewing on the Internet until final payment is made. In the case that collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by Utnt. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this contract was entered into London, Ontario, and any dispute will be litigated or arbitrated in London, Ontario.

Non-Disclosure / Privacy
Utnt Technologies, its employees and subcontractors agree that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever, or sell/distribute any content, photos or other materials to a third party. Client may at any time request a signed Non-Disclosure Agreement.

Cancellation
In the event that Work is postponed or cancelled at the request of the Client by registered letter, Utnt shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this Agreement. If additional payment is due, this shall be payable within thirty days of the Client’s notification to stop work. In the event of cancellation, the Client shall also pay any expenses incurred by Utnt and Utnt shall own all rights to the Work. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.