Terms & Conditions

1. Introduction & Acceptance of Terms

These Terms and Conditions (the “Terms”) constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or “Client”), and JumpWave Media Group Inc., a corporation duly incorporated under the laws of the Province of Ontario, Canada, having its registered office in Ontario (“JumpWave”, “we”, “us”, or “our”), concerning your access to and use of the jumpwavegroup.com website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”) and any services rendered by JumpWave (the “Services”).

By accessing the Site or engaging the Services, you acknowledge that you have read, understood, and agree to be bound by all of these Terms. If you do not agree with all of these Terms, you are expressly prohibited from using the Site and the Services and you must discontinue use immediately.

2. Services

JumpWave provides website design, development, hosting, search engine optimization, and related digital services to local service businesses. The specific scope of each engagement, along with deliverables, milestones, and fees, shall be set forth in a separate written statement of work, proposal, or order form executed by both parties (each, an “SOW”). In the event of any conflict between these Terms and a fully-executed SOW, the terms of the SOW shall prevail with respect to that particular engagement.

3. Fees, Invoicing & Payment

Client agrees to pay all fees specified in the applicable SOW. Unless expressly stated otherwise, all fees are quoted in Canadian Dollars (CAD), are exclusive of applicable taxes (including HST/GST), and are non-refundable once incurred. Invoices are due upon receipt unless otherwise agreed in writing. JumpWave reserves the right to suspend Services and withhold deliverables in respect of overdue accounts and to charge interest on overdue amounts at the rate of one and one-half percent (1.5%) per month (19.56% per annum), or such lower maximum rate as is permitted by applicable law.

4. Intellectual Property Rights

Subject to full payment of all fees due under the applicable SOW, JumpWave hereby assigns to Client all right, title, and interest in and to the final deliverables specifically created for Client thereunder, excluding any pre-existing materials, third-party components, open-source software, frameworks, libraries, templates, processes, methodologies, and know-how owned or licensed by JumpWave (collectively, “Background IP”). With respect to the Background IP incorporated into the deliverables, JumpWave grants Client a perpetual, worldwide, non-exclusive, royalty-free licence to use such Background IP solely as embedded in the deliverables. JumpWave retains all right, title, and interest in and to the Background IP and reserves the right to use, in any manner whatsoever, the general knowledge, skills, and experience acquired in the course of performing the Services.

5. Client Responsibilities & Warranties

Client shall provide JumpWave with timely access to all information, content, materials, accounts, and approvals reasonably required to perform the Services. Client represents and warrants that all content supplied by Client (i) is accurate and not misleading, (ii) does not infringe any intellectual property, privacy, publicity, or other rights of any third party, and (iii) complies with all applicable laws, including without limitation Canada’s Anti-Spam Legislation (CASL) and the Personal Information Protection and Electronic Documents Act (PIPEDA). Client shall indemnify, defend, and hold harmless JumpWave from and against any breach of the foregoing warranties.

6. Confidentiality

Each party agrees to hold in strict confidence and not to disclose to any third party any non-public information disclosed by the other party in connection with the Services, except as required to perform its obligations or as required by law. The obligations in this Section shall survive termination of the engagement for a period of three (3) years.

7. Disclaimers

Except as expressly set forth in these Terms or an applicable SOW, the Site and the Services are provided on an “as is” and “as available” basis. JumpWave expressly disclaims all warranties of any kind, whether express, implied, statutory, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. JumpWave does not warrant that the Services will be uninterrupted, error-free, or that any specific business, search-engine, or revenue results will be achieved.

8. Limitation of Liability

To the maximum extent permitted by applicable law, in no event shall JumpWave, its directors, officers, employees, contractors, agents, suppliers, or affiliates be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, arising out of or in connection with these Terms or the Services, regardless of the cause of action and even if JumpWave has been advised of the possibility of such damages. The aggregate liability of JumpWave to Client for any and all claims arising out of or relating to the Services shall not exceed the total fees actually paid by Client to JumpWave under the applicable SOW during the three (3) months immediately preceding the event giving rise to the claim.

9. Indemnification

Client shall indemnify, defend, and hold harmless JumpWave and its directors, officers, employees, contractors, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to (i) any content provided by Client, (ii) Client’s use of the deliverables, (iii) Client’s breach of these Terms or any applicable SOW, or (iv) Client’s violation of any law or the rights of any third party.

10. Termination

Either party may terminate an engagement upon material breach by the other party that remains uncured fifteen (15) days after written notice. Upon termination, Client shall pay JumpWave all fees earned and expenses incurred up to and including the effective date of termination. Sections 4 (Intellectual Property), 6 (Confidentiality), 7 (Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), and 11 (Governing Law) shall survive termination.

11. Governing Law & Dispute Resolution

These Terms and any dispute arising out of or relating hereto shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict-of-laws principles. The parties hereby irrevocably attorn to the exclusive jurisdiction of the courts located in Toronto, Ontario, in respect of any legal action or proceeding arising in connection with these Terms.

12. Changes to These Terms

JumpWave reserves the right, in its sole discretion, to modify or replace these Terms at any time. Material changes will be communicated via the Site. Continued use of the Site or Services following the posting of revised Terms constitutes acceptance of those changes.

13. Contact

Questions regarding these Terms should be directed to:
JumpWave Media Group Inc.
Ontario, Canada
Email: legal@jumpwavegroup.com