These Terms of Service, together with any applicable Service Descriptions, other terms, policies, and attachments that expressly reference these Terms of Service (collectively, the “Agreement”), constitute a legally binding agreement between you (“you” or “your”) and Whetham Solutions Inc. (“Whetham Solutions,” “we,” “us,” or “our”). This Agreement outlines the terms under which you are permitted to use our products and services (the “Services”), including but not limited to web design and hosting services.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING OUR SERVICES. By engaging with our Services, you acknowledge and consent to be bound by this Agreement, including any additional documents and future modifications, which govern your use of our Services. If you do not agree to these terms, you must immediately discontinue use of our Services, as continued use will indicate your acceptance of this Agreement and any subsequent updates.
IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE OUR SERVICES.
This Agreement applies to all services provided by us, following any requests or agreements for services made by you ("Service Request"). This encompasses services detailed under any initial service agreement, any separate hosting agreement, and any terms specified via email, including both one-time and recurring services. Where additional terms are applicable to specific services, these will be communicated in the relevant Service Request or directly to you. In the event of any inconsistencies between the provisions of this Agreement and the terms included in the Service Request, the original service agreement, the hosting agreement, or terms communicated via email, the order of precedence for resolving such inconsistencies will be: (1) the Service Request; (2) any direct communications, including email; (3) specific service agreements, including the original service agreement and any separate hosting agreement; and (4) this Agreement.
Unless otherwise specified, we and our licensors retain ownership of all intellectual property rights in the services provided, including but not limited to web design, hosting services, related documentation, and any other materials provided as part of our services. While you are granted a license to use the website and associated materials, no ownership rights are transferred to you.
If you are under 18, you must use our services under the supervision of a parent or guardian. Your right to use the services and materials provided by us ceases upon the termination or expiration of the agreement or service provision. You are prohibited from removing, altering, or concealing any copyright, trademark, or other proprietary notices on any materials provided as part of our services.
We reserve the right, at our sole discretion and without prior notice, to refuse service or terminate your access to our services if you fail to comply with the terms of this Agreement.
We reserve the right to modify the terms of this Agreement, including any details related to Service Descriptions, Hosting Agreements, and Support provisions, at our sole discretion. To keep you informed of any such changes, we will include a link at the bottom of each invoice notification we send you. This link will direct you to the updated terms on our website, where the changes will be clearly posted along with the effective date of the new terms.
You are encouraged to regularly click on the link provided in your invoice notifications to review any updates to the terms. Your continued use of our Services, including web design and hosting services, after the effective date of the updated terms, as indicated on our website, constitutes your acceptance of and agreement to be bound by these updates. If you do not agree with the changes, you have the option to discontinue the use of our Services and should inform us of your decision.
It is your responsibility to ensure you have reviewed the most current terms of this Agreement. Updates to the Agreement may not be communicated via direct email or other direct communication methods except through the link provided in invoice notifications.
You agree to treat all materials designated as confidential by us as "Confidential Information." You commit not to disclose this Confidential Information to any third parties and to use it solely for the purpose of fulfilling your obligations under this Agreement. The term "Confidential Information" does not cover information that you already know without an obligation of confidentiality, information that becomes publicly known through no fault of your own, or information received from a third party without a breach of confidentiality.
You represent and warrant that, to the best of your knowledge, the content you provide for use in the services does not infringe upon the rights of any third party. We represent and warrant that, to the best of our knowledge, the services provided under this Agreement will not violate the rights of any third parties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES.
You shall indemnify us against all damages, liabilities, costs, losses, expenses, or attorney fees arising from any claim, demand, or action by a third party related to the content you provide for inclusion in the services. THE SERVICES PROVIDED BY US ARE DELIVERED ON AN “AS IS” BASIS. THE MAXIMUM LIABILITY OF US, INCLUDING OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES, TO YOU FOR ANY DAMAGES ARISING FROM YOUR USE OF OUR SERVICES, REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNT YOU HAVE PAID TO US UNDER THIS AGREEMENT. IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES PROVIDED, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
You agree to first attempt to resolve any dispute arising out of or related to this Agreement through negotiation. If the dispute cannot be resolved by negotiation, you or we may initiate mediation and/or binding arbitration in a forum that we mutually agree upon. The party that prevails in any dispute resolved through binding arbitration or litigation will be entitled to recover its reasonable attorneys’ fees and costs.
You acknowledge and agree that, regardless of where this Agreement is signed, for purposes of venue, this contract is considered to have been entered into in Barrie, Ontario, Canada. Therefore, any dispute shall be litigated or arbitrated in Barrie, Ontario, Canada.
Any amount not paid when due will bear interest from the due date until paid at a rate equal to 2% per month compounded monthly (26.8% annually) or the maximum allowed by Law, whichever is less.
You agree not to use the services or any provided equipment to, directly or indirectly:
We reserve the right to monitor or investigate the content of your use of the services and to access, preserve, or disclose information to comply with legal processes in Canada or foreign jurisdictions. If the services are used in a way that we, in our sole discretion, believe violates the acceptable use policy, we and our respective affiliates, suppliers, and agents may take any responsive actions we deem appropriate.
Such actions may include, without limitation:
We will not be liable for any responsive actions taken. The actions described above are not exclusive remedies, and we may take any other legal or technical action we deem appropriate.