Terms Of Service

THIS TERMS OF SERVICE AGREEMENT (the “Terms of Service” or “Agreement”) constitutes a legally binding agreement by and between 1376350 B.C. LTD., a company organized and incorporated under the laws of the province of British Columbia (doing business as “Mayker Consulting Group,” “MCG,” or the “Company”) and the client, whether personally or on behalf of an entity (the “Client”), with regard to access and use of MCG’s website: (https://maykerconsulting.co) (the “Website”), the broader service offerings of the Company (the “Service” or “Services”) and any other Third-Party Provider which facilitates the Website and/or Services. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website and/or Services, and the Client is ordered to discontinue use immediately in such a case. Thereafter the relationship between the Client and MCG shall cease and be of no further force and effect between the parties, except that any obligation of the Client to pay MCG for services which were rendered or to be rendered shall remain and continue to be an ongoing obligation owed by Client to MCG. MCG will provide the services described herein in accordance with the provisions of this agreement, and for the remuneration amount as is advertised by the Company in presenting the Services to the public, subject to the stipulations of billing described hereto.

1. Intellectual Property Rights

1. Unless otherwise indicated, the Website is the property of MCG and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by MCG. The Content and Marks are provided “As-Is” for your information only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without MCG’s express prior written permission. MCG reserves all rights to the Website, Content and Marks.
2. Canadian and international copyright laws protect MCG. You may not modify, duplicate, reproduce or distribute the content, design or layout of the Website or Service without the Company’s express written permission. MCG retains all legal rights and title to all MCG Services and products, and to all parts thereof, with the exception of the Projects described below in Section 2 of this Agreement.
3. All logos related to MCG’s Website are either trademarks or registered trademarks of the Company or the Company’s affiliates. You may not copy, imitate, or use them without MCG’s prior written consent. Additionally, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and trade dress of MCG on the Website may not be copied, imitated, or used without the Company’s prior written consent.
4. MCG respects the intellectual property rights of others and requires that respect of the Client under these Terms of Service. We respond to reports of alleged copyright infringement so long as they comply with applicable law. Such reports should be submitted to [email protected]. We reserve the right to disable or delete content alleged to be infringing and terminate accounts of repeat offenders.

2. Ownership of Materials

1. Notwithstanding MCG’s ownership of Submissions, as described in Section 6 (“Client Feedback”), all design and original source files created by MCG on the Client’s behalf (the “Projects”) belong to the Client, and Client shall be the sole owner of the copyright for all Projects. Such Projects, submitted as work orders to MCG, will be considered work-for-hire. In the event that any operation of law would cause MCG to become the owner of a Project, in whole or in part, rather than Client, MCG irrevocably and perpetually assigns its entire interest in the Project to the Client, without limitation. The Client warranties that any and all materials provided to MCG as examples or as material to be incorporated into a project during the design process are owned by the Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. MCG always reserves the right to share the Client’s design work publicly (via social media, website, etc.) unless agreed upon as provided in Section 18 of this Agreement.
2. The Company reserves the right to keep any and all data or records concerning the Client’s profile and uploaded materials that MCG, in its sole discretion, deem appropriate to keep for the purposes of the Company’s business records.

3. Third-Party Fonts

1. In the event that any Project incorporates fonts that are not owned by the Client and require a commercial license in order for the Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Fonts”), the Client hereby expressly warranties to MCG that the Client has the right and/or license to have the Third-Party Fonts incorporated into the Project and that Client has purchased or obtained the one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third Party Fonts in order to legally reproduce, distribute, or publicly display the Project. The Client hereby irrevocably indemnifies MCG for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.

4. Representations and Warranties

1. By using the Website or Services, the Client represents and warranties that: 
   1. the Client has the legal capacity to and agrees to comply with these Terms of Service;
   2. the Client is not a minor in the jurisdiction of their domicile;
   3. the Client will not access the Website or Services through automated or non-human means;
   4. the Client will not use the Website or Services for any illegal or unauthorized purpose;
   5. the Client’s use of the Website or Services will not violate any applicable law or regulation;
   6. The Client’s use of or dependance on the Service is at the Client’s sole risk. The Service is provided on an “as is” and “as available” basis;
   7. The Client will not under any circumstances use any robot, spider, scraper, or any other automated instrument to access the Company’s website or proprietary work under any circumstances. The Client understands and agrees that the Company reserves the right to discontinue the Client’s account if MCG, in its sole discretion, determine the Client has accessed the Services via any such instrument; 
   8. The Client will not incorporate the Services, or any portion thereof, into any other program, product, or service offering of the Client.
   9. All indemnifications and releases of liability from the Client to the benefit of the Company under this Terms of Service shall survive the termination of the Client’s subscription to and use of the Service, and shall not be nullified by matter of time elapsed since the Client allowed the term of their subscription to expire or be cancelled. Additionally, all forgoing protections from liability and indemnifications to the benefit of the Company will not be nullified in the event that the Company terminates the account of the Client or limits the Client’s access to the Services in any manner.

5. Prohibited Activities & Security

1. 1. The Client shall not access or use the Website or any Third-Party Site for any purpose other than that for which the Website or Third-Party Site is made available to the Client. The Website or Services may not be used in connection with any commercial endeavors except those related to the work performed by MCG on behalf of the Client. 
   2. The Company cares about the security of clients. While MCG will work to protect the security of client content and accounts, MCG cannot guarantee that unauthorized third parties will not be able to defeat the Company’s rigorous security measures. Clients must notify the Company immediately of any compromise or unauthorized use of the Client’s account. By using MCG Services, the Client agrees to indemnify MCG, to the fullest extent permitted by law, from any loss associated with any security breach of the Client’s account.
   3. The Client is responsible for maintaining the security of their account and password. MCG is not liable for any loss or damage from the Client’s failure to comply with this security obligation.
   4. The Client agrees to refrain from the following:
      1. Making any unauthorized use of the Website or Services;
      2. Retrieving data or content for the purposes of creating or compiling a database or directory;
      3. Circumventing, disabling, or otherwise interfering with security-related features on the Website;
      4. Engaging in unauthorized framing or linking of the Website;
      5. Tricking, defrauding or misleading MCG or other users;
      6. Interfering with, disrupting or creating an undue burden on the Website;
      7. Using the Website or Service in an effort to compete with MCG;
      8. Bypassing any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;
      9. Harassing, annoying, intimidating or threatening any of MCG’s employees, independent contractors or agents providing services through the Website or Service more broadly;
      10. Deleting the copyright or other rights notice from any Content;
      11. Copying or adapting the Website’s software;
      12. Uploading or transmitting, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or Service, or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website or Service;
      13. Uploading or transmitting, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;
      14. Disparaging, tarnishing or otherwise harming MCG;
      15. Using the Website or Service in a manner inconsistent with any applicable laws, statutes or regulations.

6. Client Feedback

1. The Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of MCG and MCG is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. MCG shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to the Client under Section 2 of this Agreement (“Ownership of Materials”), and shall at its sole and unrestricted discretion use and disseminate any Submission for any lawful purpose without the permission, acknowledgment or compensation of or to the Client. The Client agrees that it has the right to articulate and put forth the Submission and the Client hereby waives all claims and recourse against MCG for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.

7. Management and Oversite

1. MCG reserves the right to monitor the Website or any of the Third-Party Sites for violations of this Agreement and to take appropriate legal action in response to a violation of these Terms of Service or any applicable law, statute or regulation. MCG further reserves the right to restrict or deny access to the Website, Services, or to disable the Client’s use of the Website or access to the Services. Such a decision shall be in the sole discretion of MCG, without notice or liability to the Client. All decisions regarding the management of the Website and Services shall be at the sole discretion of MCG and shall be designed to protect MCG’s rights and property.

8. Privacy Policy

1. The Website and Services are hosted in Canada. Access of the Website from the EU, USA, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those Canada which govern personal data collection, use or disclosure. The Client’s continued use of the Website and transfer of data to Canada constitutes the express consent of the Client to the transfer and processing of data in Canada.
2. The Client’s access to and use of the Service is also conditioned on acceptance of the Privacy Policy of the Company. MCG’s Privacy Policy describes the Company’s policies and procedures on the collection, use and disclosure of the Client’s personal information when the Client uses the Services or the Website, and covers the privacy rights of the Client. The Client represents and warranties that they have read and understood the Privacy Policy before entering this Agreement or using the Service. The Privacy Policy is materially essential to the business of MCG and as such the Client’s agreement to these Terms of Service is considered agreement to MCG’s Privacy Policy and all provisions therein.
3. The Client has read and agrees to MCG’s Privacy Policy (https://maykerconsulting.co/privacy-policy) and understands that MCG is not liable in any way for the lawful use of any of the Client’s information in accordance with the Company’s Privacy Policy.

9. Billing and Refunds

1. Should the Client request a refund during the first month of use of the Services, ownership of all materials produced by MCG are to be considered retained by the Company and are prohibited from being used by the Client in any way. In such a case, the Client hereby forfeits their rights and claim granted to them by Section 2 of this Agreement.
2. Clients who are billed at a monthly rate acknowledge that monthly service fees will be automatically billed at the current rate, regardless of the quantity of Services provided during a given month. Monthly Clients will be billed for the entirety of the month on which they cancel their subscription to the Services. All MCG charges are final, non-refundable, and will be enforced to the fullest extent permitted by law.
3. Upon action by the Company or a Third-Party Provider on behalf of the Company to submit to the Client an invoice or bill, it is the Client’s responsibility to pay the invoice or billing, in full, within fourteen (14) days of the Company’s submission of the respective invoice.
4. For all automatic or recurring billing plans, the Client hereby authorizes MCG or the applicable Third-Party Provider to charge, withdrawal, or debit the method of payment that was provided when the Client subscribed to the Services or which has been since updated. As the case may be, the Client is responsible for ensuring that sufficient funds are available in the applicable bank/credit union account for automatic bank drafts; sufficient funds in checking accounts for debit card payments; or sufficient credit available for credit card payments in order to make automatic payments on the dates specified in the Client’s billing plan. Failure to ensure that sufficient funds are available for the Client’s selected method of payment may result in late-payment and/or insufficient funds related fees. MCG reserves the right to initiate payments and withdraw funds from any bank/credit account(s) (include saving accounts and non-primary checking accounts) on file at any time in order to collect all payments owed, including delinquent payments.
5. Rights of dispute for Clients who are Canadian residents:
   1. If you are a Canadian resident, you may dispute a Pre-Authorized Debit in accordance with the Rules of Payments Canada under the following conditions:
      1. the pre-Authorized Debit was not drawn in accordance with your authorization contained herein; or
      2. you have revoked its authorization hereunder. 
   2. In order to be reimbursed, a declaration to the effect that an event specified above took place must be completed and presented to the financial institution holding your account up to and including ten (10) business days after the date on which the pre-authorized debit in dispute was posted to your account. Any claim made after ten (10) business days or for any reason other than those set out above must be resolved solely between you and MCG. You acknowledge that MCG may dispute the validity of any claim for reimbursement by you under this section and that any such dispute shall be resolved solely between you and MCG. If you are located in Canada, you hereby acknowledge and confirm that you have certain recourse rights if any debit does not comply with this agreement of Terms of Service. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this agreement.
6. Clients who subscribe to the Service on a custom-term basis (any non-standard length of term for engagement of the Services, to which the Client and the Company have previously agreed) acknowledge that they will be billed automatically at the beginning of their agreed-upon custom term and will be automatically billed at the completion of such term for a renewal of the same length of term period that they had previously selected, unless they notify the Company at least 30 days prior to the completion of their current subscription term period.
7. As a term of this Agreement, a Client who subscribes to the Services of MCG on a non-standard plan, who requires non-standard or custom offerings which are not part of MGC’s listed offering plans, will be subject to the binding requirement for payment in the amount and on the schedule as provided for by mutual agreement between the Company and Client.
8. All billing for the Services will be processed through “Stripe” or any other Third-Party Provider as is dictated by the Company in its sole discretion. The Client consents to use and agree to the terms of use of any such provider in order to access the Company’s Services.
9. Please note that fees may also be assessed separately by your Internet Service Provider (ISP) or financial institution (your bank or credit union). MCG does not set any of these fees and cannot control these fees.
10. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon fourteen (14) days notice from MCG. Such notice may be provided at any time by email notification or posting the changes to the Service itself. It is the Client’s responsibility to be aware of any update that MCG provides regarding the pricing of services.
11. All prices, as listed on MCG’s website, advertising, promotional material, or as described in any demonstration or customer outreach meeting, do not include sales tax or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the listed, advertised, or discussed pricing of the Service.
12. MCG shall not be liable to the Client or to any third party for any modification, price change, suspension or discontinuance of the Service. All payments are non-refundable, no exceptions.
13. The Client understands and consents to MCG holding reasonable discretion over the projected length of time for completion of any Project or work order submitted by the Client, and further understands and consents to the provisions of Section 21(II) of this Agreement which allow MCG to bill for the entirety of term required to complete all submitted work orders.

10. Modification of Website

1. MCG reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. MCG also reserves the right to modify or discontinue all or part of the Website or broader Services without notice and without liability to the Client.

11. Connection Interruptions

1. MCG does not guarantee or warranty that the Website or any applicable Third-Party Providers will be available and accessible at all times. Malfunctions or errors with hardware, software or other items may result in interruption delays or errors beyond MCG’s control. The Client agrees that MCG shall not be liable to the Client for any loss, damage or inconvenience caused by the Client’s inability to access or use the Website or any Third-Party Providers during any interruption in the connection or service. The Client understands and agrees that the Services and the sites that enable their delivery are provided on an “As Is” and “As Available” basis.

12. Governing Law

1. This Terms of Service Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the Federal laws of Canada as may apply, without regard to conflict of law principals. Any challenge at law of any matter contemplated by this agreement will be heard before the court situate in Vancouver, British Columbia, to the exclusion of any other legal venue. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent that they would otherwise apply to this Agreement, are hereby excluded from these Terms of Service.

13. Independent Status

1. In providing the Service under this Terms of Service Agreement, it is expressly agreed that the Company is acting as an independent contractor and not as an employee. The Company and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a service agreement.
2. Except as may be stipulated by obligations in this Terms of Service, the Company will have full control over working time, methods, and decision making in relation to provision of the Services. The Company will work autonomously and not at the direct direction of the Client.
3. The Company may, at the Company’s sole and absolute discretion, engage a third-party sub-contractor to perform some or all of the obligations of the Company under this Terms of Service. In the event that the Company hires a sub-contractor, the sub-contractor will be considered an agent of the Company.

14. Disclaimers

1. MCG makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any Third-Party Sites linked to the Website.
2. MCG assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of MCG’s protected information and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content provided, transmitted or otherwise made available through the Website, Services, or any Third-Party Provider.
3. MCG does not warranty the following: that the Service will meet the Client’s specific requirements; that the Service will be timely, secure, or error-free; that the results that may be obtained from the use of the Service will be accurate or reliable; that the quality of any products, services, information, or any other material purchased or obtained by the Client through the Service will meet the Client’s expectations; or that any real or perceived errors in the Service will be corrected.
4. In no event shall MCG be liable to anyone for indirect, punitive, special, exemplary, incidental, indirect, consequential or other damages or any type (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with the Service; including but not limited to the use or inability to use the Service, for any content obtained from or through the service, for any interruption, inaccuracy, error, or omission – regardless of cause. This exemption from liability shall prevail even in the event that MCG had been previously advised of the possibility of any such damages being incurred by any other party in connection to the use or existence of, or the lack of use or existence of the Service. 
5. Some legal jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these legal jurisdictions, the Company’s liability will be limited to the greatest extent permitted by law. Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, in such a case the exclusions and limitations set forth in the Agreement shall be applied to the greatest extent enforceable under applicable law.
6. The Client is responsible for taking all necessary precautions to ensure that any content the Client obtains from the Service or any Third-Party Provider is free of any viruses, scripts, trojan horses, worms, malware, adware, ransomware, or other malicious programming. MCG will not be liable to any party for the transmission of any viruses, scripts, trojan horses, worms, malware, adware, ransomware, or other malicious programming through the Services; while MCG will take efforts to maintain system security, any malicious programing that may be uploaded or transmitted via the Service will not constitute grounds for any liability on the part of MCG for any loss, damages, or any other claim to be brought forth by any affected party. The Client accepts that MCG bears no legal responsibility for any of the above considered events, and willfully subscribes to the Services at their own risk.

15. Limitations of Liability and Indemnification

1. MCG and its directors, employees, members, independent contractors or agents shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of the Website, Services, or any required Third-Party Providers. The Client agrees to defend, indemnify and hold harmless MCG and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of the Client’s: (1) use of the Website; (2) breach of these Terms of Service; (3) breach of the Client’s representations and warranties set forth herein; (4) violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, MCG reserves the right, at Client’s expense, to assume control and defense of any matter for which the Client shall be required to indemnify MCG hereunder. The Client agrees to cooperate with the defense of such claims.

16. Client-Uploaded Data

1. The Client is solely responsible for all data transmitted to or that relates to any activity the Client has undertaken using the Website or Services. MCG shall have no liability to the Client for any loss or corruption of any such data and the Client hereby waives any right of action against MCG from any such loss or corruption.

17. Electronic Communications, Transactions, Signatures, and Notifications

1. The Client hereby consents to receive electronic communications from MCG and the Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. The Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by MCG or through the Website. The Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

18. Showcasing Design or Promotional Work

1. MCG reserves the right to share any and all design or promotional work on its own or affiliated digital channels including on: social media channels, MCG’s or an affiliate’s website, or through any other means as is determined appropriate by the Company in its sole discretion, for the purposes of promoting the business of MCG. Unless otherwise agreed upon in writing between MCG and the Client, the Client grants such rights and licenses to MCG to share such material.

19. Referral Program

1. Participation in the Company’s referral or affiliate program is dependent on agreement to the Company’s applicable referral or affiliate agreement, as may be instituted by the Company and agreed to by the Client if they so choose.

20. Third-Party Sites and Third-Party Providers

1. MCG’s Service or Website may contain links, connections, or portals to “Third-Party Sites” or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility or liability for, the content, privacy policies, or practices of any Third-Party Sites or services. The Client further acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused, or alleged to be caused, by or in connection with the use of or reliance on access through the Company’s Services to any such content, goods or services which are hosted by or available through any such Third-Party Sites or services. MCGs strongly advises the Client to read the terms and conditions and privacy policies of any Third-Party Sites or services that the Client visits or obtains through the Service. The Client understands and agrees to indemnify the Company with respect to any Third-Party Site and its potential or actual performance or non-performance of the obligations owed to the Client. The Client further indemnifies the Company against any claim which may arise from the access or lack of access to any Third-Party Site through the Services.
2. The inclusion of any link, connection, or portal to a Third-Party Site does not imply an approval, endorsement, or recommendation by MCG. Such Third-Party Sites are not governed by these Terms of Service, and the Client hereby acknowledges that they engage with any Third-Party Sites at their own risk. The Company expressly disclaims any liability for these websites or services; when a link, connection, or portal is used to go from the Services to a Third-Party Site, MCG’s Privacy Policy and broader Terms of Service no longer apply. The Client’s use of any such Third-Party Site is subject to the agreements of those respective web sites or online services, and is not a matter for which MCG will assume any liability.
3. The Client understands and agrees that as a condition to accessing the Company’s Services, the client is required to agree to the applicable terms of service and privacy policies of any “Third-Party Provider” which the Company relies on to deliver the Company’s Services in accordance with their business model. The Company may utilize or mandate, in the provision or facilitation of the Services or any aspect thereof, that the Client use any Third-Party Provider that the Company, in its sole discretion, sees fit. If the Client does not consent to the terms of service or privacy policies of such Third-Party Providers, the Client must immediately cease access to the Services. The Client further acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused, or alleged to be caused, by or in connection with the use of or reliance on access through the Company’s Services to any such content, goods or services which are hosted by or available through any such Third-Party Provider. The Client understands and agrees to indemnify the Company with respect to any Third-Party Provider and its potential or actual performance or non-performance of the obligations owed to the Client. The Client further indemnifies the Company against any claim which may arise from the access or lack of access to any Third-Party Provider through the Services.

21. The Service

1. The Company agrees to provide the Client with the following services:
   1. The assistance with, implementation, or continued support for the marketing, design-materials, or sales department tools or processes as are required for the Client’s personnel or operational need, within the scope of MCG’s standard (or otherwise agreed upon) offerings.
   2. The Services can also include any other tasks which the Client may require and request of MCG in the future, including work on projects of a financial, compliance, corporate development, technological development, or otherwise-defined nature, which are to be billed at a rate determined by the Company and agreed to by the Client, prior to the commencement of work on any such additional services. The Company hereby agrees to provide such Services to the Client as is reasonably required and within the Company’s scope.
2. The Client agrees that direction provided to MCG to complete a Project or work order which the Client submits, whether through the Website or a Third-Party Provider, will hereby constitute an irrevocable work order under this Agreement, and MCG will thereby be entitled to bill the Client the recurring monthly amount which corresponds to the length of time which is required to complete such a work order. MCG, at its reasonable discretion, will determine the timeline required for the completion of each Project or work order as is submitted by the Client, and will not be compelled by this Agreement to complete all Projects or work orders within the month that such Projects or work orders were submitted by the Client.
3. The Client retains sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all the Client’s submitted content. MCG shall not be held responsible or liable for the deletion, correction, destruction, damage, loss, or failure to store any content, under any circumstances.
4. The Client acknowledges that the Service may be temporarily unavailable for scheduled or unscheduled maintenance (either by MCG or Third-Party Providers), or because of other causes beyond MCG’s reasonable control. The Company will not be liable for any such unavailability, but shall use reasonable efforts to provide advance notification of any scheduled service disruption, if deemed necessary.

22. Termination

1. The Client is solely responsible for undertaking any cancelation of their subscription to the Services, and may cancel at any time. The Company may, but is under no obligation to, provide the Client the ability to cancel their subscription online via the Website or a Third-Party Provider. If this option is not made available by the Company, Client cancellation requires written notification to MCG, via MCG’s customer support email address: [email protected]. The Client’s account will be cancelled within two (2) business days of our receipt of the Client’s email or online cancellation; it is the Client’s responsibility to cancel any subscription before their next billing date if they do not wish to be billed for the following billing period, and to take the two (2) business day cancellation window into consideration with regard to the billing cycle.
2. All of the Client’s submitted content may be deleted from the Website or services of a Third-Party Provider upon the cancellation of the subscription. MCG cannot guarantee that this information will be recoverable once the Client’s account has been cancelled. The Client is strongly advised to back up all work provided by the Company prior to the Client canceling a subscription, as the Company will not necessarily retain these Projects or work order products.
3. If the Client chooses to cancel a subscription, the Client will be charged for the remainder of the month (or other specified term of engagement that may have been subscribed for) in which the Client has cancelled. All subscription payments are non-refundable regardless of termination. In accordance with the provisions of Section 21 of this Agreement, there may be additional charges incurred when the Client chooses to cancel their subscription.
4. Any breach of the terms of this agreement or unauthorized use of the Service will be deemed a material breach of this agreement. MCG, in its sole discretion, may immediately terminate the Client’s account and use of the Service if the Client breaches or otherwise fails to comply with this Agreement. In such an occurrence, MCG has no obligation to refund fees for service, retain the user content, or reinstate any offending accounts.
5. Any breach of the terms of this agreement or unauthorized use of any of the Services by any employee, contractor, or associate, who obtained access to the Services via the Client’s subscription, will be deemed to be a material breach of this agreement on the Client’s behalf, as well as on the respective actor’s behalf. Any accounts in breach will be subject to termination of the Services, and legal recourse will be sought against the offenders, if necessary and appropriate.
6. Termination of this agreement shall not act as a waiver of any breach of these Terms of Service and shall not release the Client from any liability for breach of the Client’s obligations under this agreement.

23. General Terms of Service

1. MCG and the Client hereby agree to do everything necessary to ensure that the provisions of these Terms of Service are abided by, and both parties hereby consent to their obligations under this Terms of Service Agreement.
2. The Client hereby agrees and understands that MCG assumes no liability for, and disclaims any warranty regarding all affiliated companies and services that may be associated with, or provide support to MCG in the provision of the Services. Any Third-Party Sites or Third-Party Providers of MCG are not to be considered a part of the Company’s Services, and the Company henceforth makes no guarantees or warranties of any kind regarding the services or operations of these sites, providers, or processors, and assumes no liability for such services or operations.
3. The failure of MCG to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. Any right afforded to MCG under this agreement which is subsequently waived does not constitute a waiver of any other right not expressly waived under this agreement, nor does the waiver of any such right guarantee the continued waiver of such so as to restrict MCG’s continued enforcement of the full rights afforded under this agreement.
4. This Terms of Service Agreement, along with specific pricing as advertised by the Company, constitutes the entire agreement between the Client and MCG, and governs the Client’s access to the Service, superseding any prior agreements between the Client and MCG (including, but not limited to, any prior versions of the Terms of Service or any prior Letters of Engagement). It is agreed that there is no representation, warranty, collateral agreement or condition affecting these Terms of Service except as expressly provided for or mentioned by this Agreement.
5. For any portions of this Terms of Service which specify separate terms or provisions based on the residence or location of the Client based on national, state, provincial, or other territorial location, then such terms will apply to the Client based on such location distinction.
6. This Terms of Service Agreement is severable. If any provision of these Term of Service is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Terms of Service will continue in full force and effect.
7. MCG reserves the right to refuse service, terminate subscriptions or limit access to the Services for any reason, and any such determination will be made in our sole discretion. We will undertake reasonable action to notify the Client affected by any of the forgoing measures.
8. If any questions arise about these Terms of Service, the applicable parties may contact MCG at: [email protected]
9. MCG retains the right to update this Terms of Service Agreement at any time, and will not be liable in any way to the Client or any third party for doing so in accordance with the terms of this Agreement.
10. If this Agreement is an updated or revised version of an agreement between the Client and MCG, the Client demonstrates their continued consent to the terms of this updated or revised agreement through the Client’s continued subscription to and use of the Services, having been notified of the updated agreement via email from the Company. If the Client does not consent to any of the updated or revised terms of the agreement, the Client is required to immediately cease use of the Website and Services.
11. By clicking “I Accept” or “I Agree”, the Client acknowledges having received, read, understood and agree to be bound by this Terms of Service, including the Company’s Privacy Policy. The Client agrees that their electronic signature is the legal equivalent of a manual ink signature and that an electronic signature will be deemed an original and may be used as evidence of execution. The Client further agrees that use of a keypad, mouse or other device to select an item, button, icon or similar act/action signifying acceptance constitutes their signature as if actually signed by the Client in writing. The Client also agrees that no certification authority or other third party verification is necessary to validate their electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of such electronic signature. This Terms of Service Agreement will be deemed to satisfy any writings requirements of any applicable law, notwithstanding that the agreement set out in this Agreement is written and accepted electronically. All contracts between the Client and MCG completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed written agreement.