1. Definition of Terms.
ENAPSIS: Enapsis, Inc, a Limited Liability Corporation, located at 2445 Whitehorn Dr, Burlington, Ontario. Canada. L7L 7N1.
CLIENT: a person or business receiving paid services by Enapsis
QUOTE: Document that describes the specific details of the work to be delivered by Enapsis. A QUOTE NUMBER is provided to the client by Enapsis and is reviewed, approved and submitted by the CLIENT to Enapsis at the moment of contract.
CONTRACT: This agreement and the details outlined in the QUOTE. CLIENT: Recipient of the services of Enapsis as outlined in the CONTRACT.
HOST: An Internet provider of web hosting services.

2. Authorization.
The CLIENT is engaging ENAPSIS as an independent contractor for the specific project of developing and/or improving a World Wide Web site or Intranet site to be installed on the CLIENT’S Web/Intranet space located on an HOST'S computer. The CLIENT hereby agrees to authorize ENAPSIS to access the CLIENT’S HOST account, Web page directory, cgi-bin directory, and any other directories or programs that need to be accessed for this project and agrees to provide ENAPSIS with any necessary permissions and passwords for this purpose. The CLIENT also authorizes ENAPSIS to publish and submit its completed Web site to Web search engines, as well as other Web directories and indexes.

3. Warranties.
ENAPSIS represents and warrants to the CLIENT that it has the experience and ability to perform the services required by this CONTRACT; that it will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this CONTRACT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, provincial or municipal laws. However, the CLIENT will not determine or exercise control as to general procedures or formats necessary to have these services meet CLIENT’S satisfaction.
The CLIENT represents and warrants to ENAPSIS that it will provide CLIENT materials as required in a professional, competent, and timely manner; that it has the power to enter into this Agreement on behalf of the CLIENT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, provincial or municipal laws.

4. Standard Web Site Products and Web Site Hosting Services.
The standard Web site development provided by ENAPSIS includes:

Pages: The number of web pages and other products described in the QUOTE.

Text: The CLIENT shall supply final text. Up to an average of 650 words per Web page. For example, if the CLIENT orders five web pages, the maximum number of words for the CLIENT’S web site would be 3250.

Navigation bar: An internal navigation bar will be provided with links to internal pages of the CLIENT’S web site. The same links on the navigation bar will be used in the different pages the navigation bar is used.

Links: Up to an average of 10 links per page in addition to the navigation bar.

Images: The CLIENT shall supply any logos, images, graphics or photographs in electronic format or hard copies unless explicitly stated in the QUOTE. Up to an average of 5 logos, images, graphics or photographs per web page unless additional logos and graphics where requested in the QUOTE.

Site Design: Bullets, lines, site layout, text formatting, colored or textured background, standard button effects.

Upload: Installation of Web pages on the host computer.

Scanning: Text or image scanning as requested by the CLIENT in the QUOTE. For any scanning work the CLIENT has to provide quality and legible hard copies to Enapsis (i.e. no handwriting). Scanning of up to an average of 5 logos, images, graphics or photos per page. The CLIENT agrees that the final quality the images in the CLIENT’S web site will be limited by the quality of the materials provided by the CLIENT.

Revisions: A maximum of three revisions to the draft Web site to create the look and feel that is desired. During the proofing stage the site will be placed on a proof directory of ENAPSIS for the CLIENT'S viewing and typographical errors, design changes, and other corrections will be made. ENAPSIS reserves the right to remove Web pages from ENAPSIS’ proof directory after two calendar months of publishing the initial draft on ENAPSIS' proof directory.

Search engine submission: Initial submission to ten of the top search engines such as AltaVista, Excite, Hotbot, Google, and Yahoo. The ten search engines will be determined by ENAPSIS. At no time does ENAPSIS promise or imply that we guarantee CLIENT'S Web site inclusion or rating in the search engines. Search engine fees are NOT included. Additional charges will apply should the CLIENT choose to use any fee-based registration service to search engines. Submission of the site to search engines and directories will occur only after the Final payment is made.

E-mail/phone consultation: Up to one hour total general Internet orientation, education and Web design consultation.

Web hosting setup: If needed, Enapsis will complete the necessary forms to register the CLIENT with an Internet Service Provider (the HOST) and to connect the CLIENT’S web site to the World Wide Web. Enapsis will also setup up to 5 email accounts with the CLIENT'S domain name, provided that the hosting package selected includes email. The CLIENT will be connected to and utilize the hardware and software facilities of the HOST and not of ENAPSIS. Enapsis will strive to select only reliable companies to provide hosting services. The conditions of the hosting service received by the client will be governed by the guarantees offered by the HOST. At no time does ENAPSIS offer or imply that we guarantee the rates or services provided by the HOST. Enapsis is not responsible or liable for any loss, damage, claim or expense to the CLIENT or any third parties resulting from hosting service interruptions or termination of contract by the HOST.

Domain name search and advice: If a domain name is needed for the CLIENT’S Web site, ENAPSIS will suggest appropriate names and do a search to ascertain the availability of those names. The determination of a domain name's availability does not guarantee it will still be available at the time of registration.

Domain name registration or transfer: If needed, ENAPSIS will complete the necessary forms to register or transfer a domain name as selected by the CLIENT. Although ENAPSIS will submit forms to register or transfer a requested domain name in a timely fashion, ENAPSIS does not guarantee the availability of any domain name.

Other services: Any other services and fees explicitly stated in the QUOTE.

Third party services: ENAPSIS will only cover third party fees that are explicitly stated in the QUOTE. Examples of third party fees include web site hosting costs, domain registration costs, transactional fees for payment processing, search engine costs, etc. The conditions of third party services received by the client will be governed by the guarantees offered by the third party. It is the responsibility of the CLIENT to pay for such services as per the agreement with the third party. Enapsis is not responsible or liable for any loss, damage, claim or expense to the CLIENT or any third parties resulting from service interruptions or termination of contract by third parties.

5. Fees.
ENAPSIS fees to execute this project as specified in the terms of this CONTRACT will be stated in the QUOTE.

6. Maintenance.
Ongoing Web page maintenance will be the responsibility of the CLIENT unless the CLIENT selects a maintenance package option in the QUOTE. This CONTRACT does include minor modifications and corrections requested within a two-week period up to an average of half an hour per page, including updating links and making minor changes to a sentences or paragraphs. It does not include removing text from a page and replacing it with new text. The maintenance option will expire if the CLIENT or an agent other than ENAPSIS attempts to update the CLIENT'S pages during the duration of the maintenance agreement.

7. Payment.
All services agreed to in this CONTRACT, shall be sold for the price specified in Enapsis’ QUOTE. Payment shall be made online, by cash, check, or money order, in Canadian dollars, and made payable to "Enapsis, Inc."

8. Payment Terms.
At the moment of submission of a approved QUOTE by the client, Enapsis will secure a down payment to cover fifty percent (50%) of the web design fees and the total amount of the hosting service, domain registration and other third party fees explicitly stated in the QUOTE.
Upon the CLIENT’S acceptance of the final design the remaining fees will need to be covered by the CLIENT prior to the publishing of the CLIENT’S web site to the CLIENT’S domain address.

9. Completion Date.
ENAPSIS and the CLIENT must work together to complete the Web site in a timely manner. The CLIENT agrees that final delivery of the CLIENT’S web site depends on receiving the appropriate images and text from the CLIENT. Enapsis agrees to work expeditiously to complete the Web site in a professional and timely fashion.
For sites up to 10 pages, Enapsis will submit an initial draft for CLIENT’S review within seven working days of receiving initial materials and requirements from the CLIENT. During the proofing stage, Enapsis agrees to submit in-scope changes requested by the client within five working days of receiving each round of client’s comments.
For sites over 10 pages, Enapsis and the CLIENT will agree on a specific delivery schedule.

10. Assignment of Project.
ENAPSIS reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. ENAPSIS will be responsible for the web design services whether Enapsis employees or subcontractors perform them.

11. Additional Expenses.
CLIENT agrees to reimburse ENAPSIS for any approved additional expenses necessary for the completion of the work. Examples would be purchase of special fonts, stock photography, etc.

12. Additional Services.
Any revisions, additions or redesign CLIENT wishes ENAPSIS to perform not specified in this document shall be considered "additional" and will require a separate QUOTE and payment.

13. Copyrights and Trademarks.
The CLIENT represents to ENAPSIS and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to ENAPSIS 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 ENAPSIS and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT.

14. Age.
CLIENT certifies that he or she is at least 18 years of age.

15. 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 Hosting Service or Host Server. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, hate topics, 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 ENAPSIS from any claim resulting from CLIENT'S publication of material or use of materials provided by CLIENT. CLIENT hereby agrees to indemnify and hold harmless ENAPSIS in any claim resulting from the submission of illegal materials.
If ENAPSIS shall acquire an Internet Domain Name on behalf of the CLIENT, then in such case CLIENT hereby waives any and all claims which it may have against ENAPSIS, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists for any reason.
Under no circumstances, including negligence, shall ENAPSIS, its offices, agents, or anyone else involved in creating, producing, or distributing its services, be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use Enapsis' 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 Enapsis' records, programs, or services. CLIENT maintains sole responsibility for data back-ups and restoration. CLIENT hereby acknowledges that this paragraph shall apply to all content on Enapsis' 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 that CLIENT paid during the term of this CONTRACT and any reasonable attorney's fee and court costs.

16. Indemnification.
CLIENT agrees that it shall defend, indemnify, save and hold ENAPSIS harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney's fees, ("Liabilities") asserted against ENAPSIS, 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 sold by CLIENT, its agents, employee, or assigns. CLIENT agrees to defend, indemnify and hold harmless ENAPSIS against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with Enapsis' 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 from the Web site ENAPSIS has designed.

17. 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 ENAPSIS and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT'S use of Internet electronic commerce.

18. Copyrights to Web Pages.
Copyright to the finished, assembled work of Web pages produced by ENAPSIS is owned by ENAPSIS. Upon final payment of this CONTRACT, the CLIENT is assigned rights to use as a Web site the design, graphics, and text contained in the finished, assembled Web site. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the CLIENT, and remain the property of their respective owners. ENAPSIS and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

19. Authorship Credit.
CLIENT may select that ENAPSIS includes a by-line and link on the bottom of their Web page establishing authorship credit. This by-line is upon agreement by both CLIENT and ENAPSIS and must be removed at any time upon written request by ENAPSIS or CLIENT.

20. Non-Disclosure.
ENAPSIS, its employees, and subcontractors agree that, except as directed by CLIENT, it will not at any time during or after the term of this CONTRACT disclose any Confidential Information to any person whatsoever.

21. Cancellation or postponement.
In the event that work is postponed or cancelled at the request of the CLIENT by registered letter, ENAPSIS shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this CONTRACT. 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 ENAPSIS and ENAPSIS shall own all rights to the Work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment.

22. Refund Policy.
Fees are non refundable. Should any CLIENT attempt a chargeback for services knowingly purchased from ENAPSIS, ENAPSIS shall immediately shut off services for that CLIENT and will pursue full legal recourse against the CLIENT to recoup any and all losses. If a chargeback occurs as a result of CLIENT error, a $20 fee will be assessed on top of the full chargeback amount. On a second attempt at a chargeback, ENAPSIS shall immediately discontinue services to the CLIENT and pursue full legal recourse to recoup any and all losses, and future services to the CLIENT shall be denied.

23. Arbitration.
Any disputes in excess of $1,000 CAD (or the maximum limit for small claims court) arising out of this CONTRACT shall be submitted to binding arbitration before a mutually agreed-upon Arbitrator pursuant to the rules of the Canadian Arbitration Law. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The CLIENT shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of ENAPSIS.

24. Payment of Fees.
In case collection proves necessary, the CLIENT agrees to pay all fees incurred by that process. The CLIENT agrees that for purposes of venue, this CONTRACT was entered into in Toronto, Ontario and any dispute will be litigated or arbitrated in Toronto, Ontario.

25. Entire Understanding.
This CONTRACT constitutes the sole agreement between ENAPSIS and the CLIENT regarding its Web Design Service. This CONTRACT becomes effective after ENAPSIS’ acknowledges the receipt of the QUOTE submitted by the CLIENT. This CONTRACT shall be governed and construed in accordance with the laws of the province of Ontario. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.