PLATFORM LEASE AGREEMENT
This Platform Lease Agreement (Hereinafter "Agreement") is made on the execution date below between;
Customer (Hereinafter referred to as "Customer" or "Client”) and 7VENOLOGY LTD. (Hereinafter referred to as "7VENOLOGY", “Company”, “we”, “our” or “us”).
Article 1 – Scope of Agreement
1.1 7VENOLOGY agrees to provide the Client with an exclusive lease of one (1) platform including the domain name associated with that platform (hereinafter referred to as “THE SERVICES”) as described in SCHEDULE “A” of this Agreement.
1.2 The Company retains ownership of the leased Platform and Domain. The Company also retains full ownership of all web design, features, functionality created on domain and all intellectual property rights. The Client retains
rights to all of their own provided text, graphic, audio and video content if any.
1.3 The Client agrees to co-operate with the Company to provide any content that may be required to complete the platform.
1.4 The Client represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company 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 Company from any claim or suit arising from the use of such elements furnished by the Client.
1.5 The Company represents to the Client that the finished assembled work produced by the Company is owned by Company.
1.6 The Client agrees that 7VENOLOGY may use the Client’s name, business name, logo, website address, testimonial or review as examples of their work in their portfolios. The Client agrees that Company may put a LOGO, by-line and or hyperlink on the bottom pages of website establishing ownership credit and copyright notice.
1.7 All leads generated from the Platform belong to the Client during the lease period. Any and all other revenues generated from the Platform belong to the Company.
Article 2 – Terms of Agreement
2.1 This Agreement shall begin immediately upon execution between both parties and expire yearly on each anniversary date. The term of this Agreement shall be for a period of 1 Year and will automatically renew for an additional 1-year period on each anniversary date of this Agreement or until either party provides notice of Agreement termination in accordance with Article 12 of this Agreement.
Article 3 – Delegation of the Services
3.1 7VENOLOGY shall have the right and authority to delegate the Services to anyone they so choose including but not limited to employees, contractors, subcontractors, and freelancers to perform the services.
Article 4 – Independent Client
4.1 7VENOLOGY shall perform all the Services herein as an Independent Contractor and not as an employee of the Client. Nothing in the Agreement will be deemed to constitute a partnership or joint venture between 7VENOLOGY and the Client.
4.2 The Client has no authority to enter into any contract, commitment, or obligation on behalf of 7VENOLOGY without the prior written consent of 7VENOLOGY.
Article 5 – Non-exclusivity, Non-Exclusive Territory
5.1 The Client and the Company hereby acknowledge and agree that nothing contained herein is to establish an exclusive relationship or exclusive territory between the Parties. The Company shall be free to continue working for and taking on new clients without regard to Client or territory.
Article 6 – Third-Party Links & Ads
6.1 The Company may add, delete, change or modify advertisers, partners, affiliates, and/or 3rd party sites that may also be featured, showcased, advertised, or promoted on the Platform and update these without notice to the Client.
Article 7 – Manner of Services
7.1 7VENOLOGY shall control the manner in which the services are performed and completed and shall be responsible for determining how to do the work and what resources and time are required or whether or not other people shall be retained by 7VENOLOGY for the purpose of completing the services.
Article 8 – Invoicing & Payments for Services
8.1 The Client agrees to pay 7VENOLOGY the fees as per the selected plan in SCHEDULE “A” every month for the duration of this Agreement. The initial payment is charged upon signing this Agreement, and all monthly services fees will be processed every month thereafter. All fees are plus taxes when applicable and are NON-REFUNDABLE.
Article 9 – Payment Currency
9.1 All payments made to 7VENOLOGY shall be in the form of lawful currency of Canada (Canadian Dollars) plus applicable taxes or otherwise agreed upon.
Article 10 – Late Fees
10.1 Outstanding balances of more than 15 days will be marked overdue and be subject to a 5% late fee penalty. All outstanding balances of more than 30 days will be subject to a 10% late fee penalty and immediate suspension of the services until outstanding balances are paid. All outstanding balances of more than 45 days will be subject to a 20% late fee penalty, termination of services, and sent to a collection agency for collection of outstanding amounts and reporting to the credit bureaus.
10.2 In case the Client does not pay the fees for more than 30 days, the Company shall have the right to withhold all leads generated by the platform and re-assign, sell, or distribute all leads to other Clients until all outstanding balances are paid.
10.3 In case the Client does not pay the fees for more than 45 days, the Company may, without notice, deny a Client access to the platform, but the platform into offline/maintenance mode and or re-assign the platform to another Client, while all the obligations and outstanding fees remaining on this Agreement will continue to be required in full until the anniversary date.
Article 11 – Additional services
11.1 In the event 7VENOLOGY provides other services to the Client, 7VENOLOGY will inform the Client of the total cost for the other services and will require a signed work order, quote, estimate, or contract along with payment for the services from the Client before the other services begin.
Article 12 – Termination of Agreement
12.1. Termination of Agreement by Client: The Client may terminate this Agreement by providing the Company with 30 days’ notice of Agreement termination in writing.
12.2 Termination of Agreement by the Company: 7VENOLOGY may terminate this Agreement at any time for any reason with or without cause by providing the Client with 30 days’ notice of Agreement termination in writing.
Article 13 – Non-Solicitation
13.1 The Client acknowledges that through this Agreement and the delivery of the Services it will gain access to and knowledge of 7VENOLOGY, our employees, agents, officers, directors, staff, clients, subcontractors, suppliers, advertisers, partners, distributors, marketing systems, strategies and techniques, lead generation systems, business contacts, customers, and the operations of 7VENOLOGY and our business.
13.2 The Client agrees that during the term of this Agreement and for a period of twelve (12) months after the termination of this Agreement it will not directly or indirectly in any individual, representative, or participatory capacity, divert or attempt to divert, induce, poach, solicit or interfere in any way with 7VENOLOGY, our employees, agents, officers, directors, staff, clients, subcontractors, suppliers, advertisers, partners, distributors, marketing systems, strategies and techniques, lead generation systems, business contacts, customers, and the operations of 7VENOLOGY and our business.
13.3 If the Client is in violation of this section, 7VENOLOGY will be entitled to preliminary and permanent injunction relief without the necessity of proving actual damages.
Article 14 – Confidentiality
14.1 The Company and the Client recognize and acknowledge that this Agreement creates a confidential relationship between the Parties and that information concerning Company’s or Client’s business affairs, clients, vendors, finances, properties, methods of operations, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Company or Client is hereinafter collectively referred to as “Confidential Information”.
Article 15 – Indemnity and Waiver
15.1 The Client agrees to indemnify and save harmless 7VENOLOGY, its employees, agents, officers, and directors from any Claims arising as a result of or in relation to the Client’s relationship with 7VENOLOGY.
15.2 In no event, will 7VENOLOGY be liable to the client or any third party for any damages, including any lost profits, lost business, lost savings, or other incidental, consequential or special damages arising as a result of or in relation to the Clients relationship with 7VENOLOGY and this Agreement.
Article 16 – Laws Affecting Electronic Commerce
16.1 From time to time governments enact laws and levy taxes and tariffs affecting Internet 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 Company from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.
Article 17 – Performance
17.1 In no event will Company be liable to the Client or any third party for any damages, including any lost profits, lost savings, or other incidental, consequential or special damages arising out of the operation of or inability of Platform usage.
Article 18 – Warranties
18.1 Company represents and warrants to Client that it has the experience and ability to perform services required by this Agreement, that it will perform said services in a professional and competent manner and that it has the power to enter into and perform this agreement.
Article 19 – Assignment of Agreement
19.1 This Agreement may not be assigned by the Client to any other person or party without 7VENOLOGY prior written consent. 7VENOLOGY may assign this Agreement and all rights and or obligations hereunder to any third party without notice for any purpose including without limitation the collection of unpaid amounts, or in the event of an acquisition, corporate or business reorganization, merger, or sale of the business or assets to another party or entity.
Article 20 – Intellectual Property
20.1 Client guarantees that any elements of text, graphics, photography, trademarks, or other artwork provided by Client are owned by Client, or that Client retains permission to use them. The client will hold Company harmless against any and all claims, losses, or costs (including court costs and reasonable attorney fee), arising out of or resulting from the use of unlicensed text, artwork, photography, or other material.
Article 21 – Limitation of Liability
21.1 The Company can’t guarantee that the functions contained in any web page templates or in the completed Platform will remain error-free forever. The Company is not liable to the Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this Platform, even if Client has advised the Company of the possibilities of such damages. The maximum amount of damages payable by the Company to the Client in respect of any and all liability, including liability arising from negligence, under or in connection with this Agreement shall not exceed what the Client paid in the previous 12 month period.
Article 22 – Agreement Modification
22.1 Any modification to any section or part of this Agreement shall be conducted in writing by both parties.
Article 23 – Headings
23.1 Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement.
Article 24 – Notices
24.1 Any notice that is given hereunder in writing may be delivered (including by commercial courier) or sent by facsimile or other electronic transmissions. Delivered notices will be deemed received upon delivery during business hours. Notices sent by facsimile or other electronic transmission or delivered outside of business hours will be deemed received on the next Business Day following the day of transmission or delivery. The addresses to be used for any deliveries or transmissions may be changed by notice given in accordance with this Section.
Article 25 – Time Zone
25.1 All references in this Agreement regarding times, business days, statutory holidays, and notices are as per Eastern Standard Time, and the City of Toronto, Ontario, Canada.
Article 26 – Communication
26.1 Any Communication required between the parties concerning the terms in this Agreement shall be made in writing.
Article 27 – Damages for Breach
27.1 In the event the Client breaches this Agreement resulting in damages to the Company, the Company may recover from the Client all damages resulting from the breach.
Article 28 – Governing Law
28.1 This Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
Article 29 – Severability
29.1 In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Article 30 – Entire Agreement
30.1 This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements or understandings of the Parties pertaining to that subject matter.
Article 31 – Execution and Counterparts
31.1 Each Party acknowledges that prior to the execution of this Agreement, it read this Agreement, it had the opportunity to be advised by an independent legal advisor if it so desired, and that it understands and agrees to be bound by this Agreement.
31.2 This Agreement may be executed in any number of counterparts, which, taken together, will constitute one Agreement. It is further agreed that faxed or electronically delivered copies of this instrument are deemed as legally binding as the original.
31.3 Signatories to this Agreement hereby acknowledge having full legal authority to execute the document in the name of the party for which they have given their signature.
The Client hereby agrees to accept the Terms & Conditions contained herein upon signing up for our services.
SCHEDULE “A” DESCRIPTION OF SERVICES
Services. 7VENOLOGY will provide the services as more fully described below:
The client must select their desired plan at checkout.
Plan 1: Starter Plan $999/month
Plan 2: Enhanced Plan $1899/month
Plan 3: Advanced Plan $3699/month
Plan 4: Elite Plan $6899/month
7VENOLOGY services will include (but are not limited to):
- Business and Strategy
7VENOLOGY will work with the Client to understand its revenue model, business strategy, goals, and competition. 7VENOLOGY will research the Client’s competitors’ sites for content, target keywords, pages indexed, PageRank, link popularity, and overall, how optimized such sites are, which will help 7VENOLOGY provide a customized strategy for the Client’s platform.
- Comprehensive Keyword List
7VENOLOGY will perform keyword research to compile a comprehensive keyword list based on the Client’s business strategy and areas of focus, conversations with the Client, and the results of its keyword research tools. 7VENOLOGY will finalize a keyword list that is realistic, relevant, and targeted to the Client’s business and focus the platform on these keywords.
- Content Development
7VENOLOGY may develop original, fresh, and relevant quality content to improve the platform ranking and user experience and functionality.
7VENOLOGY will provide reports monthly to the Client showing monthly traffic generated by the platform or may provide Client with backend access to view said reports.
For the purposes of receiving professional services, the Client also agrees to the following:
–Client authorizes 7VENOLOGY use of all Client logos, trademarks, website images, etc., for use in creating informational pages and any other uses as deemed necessary by 7VENOLOGY.
–Client agrees that 7VENOLOGY may use the Client’s name, business name, logo, website address, testimonial, or review on its advertising or marketing material both online and offline to showcase the products and services 7VENOLOGY offers to customers.
The client acknowledges the following with respect to services:
–All fees are non-refundable. All fees, services, documents, recommendations, and reports are confidential.
–7VENOLOGY is not responsible for changes made to the platform by other parties that adversely affect the traffic rankings of the platform.
–Additional Services not listed herein (such as logo design, video production, regular blog posts, copywriting, link baiting, etc.) will require a separate quote or estimate from 7VENOLOGY and must be agreed to by the Client before the work can begin.
–Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to 7VENOLOGY for inclusion on the platform are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and agrees to indemnify and save harmless 7VENOLOGY, its employees, agents, officers, and directors from any liability or suit arising from the use of such elements.
–7VENOLOGY and/or our partners who provide the services retain the right to display graphics, logos, links, and other website design elements on the platform, or as examples of our works in our respective portfolios.