Terms and Conditions - Kristi Durham [Copywriter]

Terms and Conditions When Purchasing a Product, Service, Productized Service, Strategy Call, VIP Day, or Anything from KristiDurham.com

By purchasing any product or service (or productized service) from Kristidurham.com, you agree to the following conditions:

This agreement (“Agreement”) is made effective on the date of purchase between the purchaser (“Client”) and Kristi Durham (“Contractor”).

1.Services. The Contractor shall only provide services to the Client indicated on the receipt for which the Contractor has paid for on kristidurham.com.

2.Relationship of Parties. It is understood by both parties that the Contractor is an Independent Contractor and is not an employee of the Client. The Client will not provide benefits, including health insurance, paid vacation or any other employee benefit for the Contractor. The Contractor is also responsible for her own taxes and other withholdings from her payments.

3.Training. The Client understands and acknowledges that the Contractor possesses specialized skills, training, and experience. Should additional training or instruction be required on the part of the Contractor, if the Client requests services or requires methods to be used that are new to the Contractor, and/or if the services are handled in such a way that is new to the Contractor, such training or instruction is to be provided by the Client and may be considered billable hours when applicable.

4.Payment. Payments are due in full prior to the commencement of work, except for single project clients who are on a payment schedule. All payments are due in USD Dollars. Initial payment is due prior the commencement of work date. See receipt for details.

5.Reimbursement of Expenses. The Contractor shall be entitled to reimbursement for the out-of-pocket expenses or items purchased solely for the Client if the Client expressly authorizes the expenses ahead of time. Copies of all receipts will be provided to the Client to substantiate reimbursement of expenses. These expenses shall be billed separately and are due within thirty (30) days of invoice. Any expenses will be discussed in writing with the Client prior to purchasing.

6.Price Changes. All prices are subject to change. In the event of a price change, the Contractor shall notify the Client in writing at least one (1) month prior to the commencement of new rates. The new rates shall be reflected on the Client’s next monthly billing cycle. The Client may terminate contract should s/he not wish to continue working with the Contractor at the new rate. In the case of project pricing, current price does not guarantee that same product will be the same price in the future.

7.Refunds. No refunds once the work has commenced. One the Client makes a purchase through the website, the contractor will begin upon her discretion. The Client can email the Contractor to see if work has commenced. If work has commenced, the Contractor will not refund the Client. If the purchase is a strategy call or VIP day (such as Local SEO In a Day) and the Client does not show up at the agreed upon time, there are no refunds. The Contractor will keep the payment in full.

8.Office Hours. Contractor office hours vary. The Contractor works remotely and does not set standard office hours. The Contractor is not available and does not work on Canadian holidays. New Year’s Day, Family Day, Easter, Victoria Day, Canada Day, Labour Day, Remembrance Day, Thanksgiving Day, Christmas Day, and Boxing Day. Office hours are subject to change at the discretion of the Contractor.

The Client shall not have expectations of the Contractor being available to immediately return emails, text, conduct phone or online meetings.

9.Termination. Either party, Client or Contractor, may terminate this agreement if the agreement is breached. The Client must notify the Contractor in writing of the breach and termination. Text messages are not accepted as “in writing.” Email or letter mail are acceptable.

In the event of termination, the Contractor shall complete the agreed-upon services retained by the Client, unless otherwise directed by the Client.

No refunds will be issued because of termination or breach of contract.

10.Work Ownership. Any material resulting from work the Contractor has performed for the Client shall remain the property of the Client upon receipt of final payment.

Client agrees that all elements of text, images, other artwork provided to the Contractor are either owned by the Client or the Client has obtained all necessary permissions or licenses for their use.

The Contractor may use Client material such as social media graphics, articles and blog posts, as a reference or for the Contractor’s portfolio but not without first obtaining the Client’s consent in writing. Consent via email is acceptable.

Some processes by which the Contractor arrives at the Client’s desired outcome shall be deemed intellectual property and remain the property of the Contractor. It will be left up to the discretion of the Contractor as to whether these processes shall be shared or taught to the Client.

The Client agrees not to share recordings of the Contractor during strategy sessions with anyone without express written consent from the Contractor.

The Client agrees not to share personalized videos, unlisted video links, or any information created by the Contractor to advise the Client on strategy. The Client agrees not to share the voice or image recordings of the Contractor during their work together without express written consent.

10.Non-Solicitation. Contractor agrees that during the term of this Agreement, Contractor shall not directly or indirectly solicit or attempt to solicit any customers, clients, or employees of Client, other than on behalf of Client itself, without express written agreement from the Client.

The Contractor may not use the Client’s email list, social media contacts, including “friends” or “followers” to solicit work for the Contractor.

This does not include a contact of the Client reaching out directly to the Contractor.

This does not include the Client choosing to advise contacts (i.e. via social media posts, direct emails or word of mouth) of the services of the Contractor.

11.Confidentiality and Non-Disclosure. The Contractor may not directly or indirectly use the information supplied by the Client for personal benefit. Neither may the Contractor disclose or communicate any confidential or proprietary information pertaining to the Client, including but not limited to trade secrets, customer lists, contacts, financial data, sales data, supply sources, business opportunities for new or developing business, plans and models, unless required to do so by law.

12.Confidentiality After Termination. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.

13.Sub-Contractors. The Contractor reserves the right to subcontract work upon the Contractor’s discretion. Any subcontractor will also be bound by this contract.

14.Amendment. This Agreement may be amended if the amendment is made in writing and is signed by both parties. Any additional paperwork signed by both parties shall be considered an addendum to this agreement.

15.Deadlines. The Contractor will provide the finished project within the agreed upon deadline listed in the invoice.

16.Single Point of Contact. The Client agrees to either be or provide a single point of contact for which the Contractor will communicate regarding Client work. Should the contact not be available, the Client shall be or appoint an “Authorized Agent” in his/her stead.

17.Revisions. Revision allotments will be listed in the invoice.

18.Scope of Work. The Client shall keep the scope of work to the information on the receipt of purchase.

19.Applicable Law. This Agreement shall be governed by the laws of the Province of Ontario, the Contractor’s province of business operation.

20.Contact. The Client may contact the Contractorr via email at kristi (at) kristidurham.com for routine communications.

21.Indemnification. Contractor agrees to defend, indemnify, and hold Client, its affiliated companies and its respective employees, officers, directors, trustees, and agents harmless from and against any and all losses, claims, suits, actions, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and costs) which they suffer as a result of (i) the negligence or intentional misconduct of Contractor or (ii) Contractor’s breach of any provision of this Agreement (including any representation or warranty).

Client shall indemnify, defend, and hold Contractor harmless from and against any loss, liability, damage, or expense, including reasonable attorney’s fees, incurred or suffered by or threatened against Contractor in connection with or as a result of any claim brought by or on behalf of any third party person or entity as a result of or in connection with Contractor’s appearance or association with Client, unless such claim arises from Contractor’s acts or omissions or arises from or is related to breach of any obligation and/or warranty made by Contractor hereunder.

22.Limitation of Liability. Contractor and its agents are not liable for loss, damage, or delay of Services due to circumstances beyond Contractor or its agent’s control. Such circumstances may include but are not limited to, acts of God, public unrest, power outages, and inability to contact Client. In the event of such loss, damage or delay, Contractor will make every effort to notify Client immediately.

23.Accuracy of Information. Client agrees that the accuracy of information supplied to the Contractor is the sole responsibility of the Client and that the Contractor is not responsible and shall not be held liable for the results of services performed based on inaccurate, incomplete or untruthful information furnished by Client.

24.Entire Agreement. This Agreement contains the entire agreement between both the parties. With the exceptions of aforementioned documents that serve as addendums, there are no other promises or conditions in any other agreement, whether oral or written.

Both parties acknowledge having read and understood this agreement, and both agree to abide by the terms and conditions contained in this document.

25.Client Review Process: The Client must review and approve all written materials for accuracy and to be sure the offer presented is in line with their business. The Contractor makes every effort to complete writing projects with accuracy, however it is up to the Client to be sure the final copy is aligned with their business and needs of their customers. The Contractor takes no responsibility for the Client misrepresenting themselves or their product/service in their written copy. The final approval will always be given to the Client.

26.Results: Results are never guaranteed by the Contractor. The Client understands the Contractor does not, and never will, guarantee results.

27. By making payment, the Client agree to be legally bound by the terms of this agreement as of the date listed on the purchase receipt. By accepting payment, the Contractor agrees to be legally bound by this agreement, however, the Contractor may refund payment and cancel the agreement upon her discretion within 48 hours of receiving payment.

Website Terms and Conditions

1.1 Introduction

1.1 These terms and conditions shall govern your use of our website.

1.2 By using our website, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our website.

1.3 If you register with our website, submit any material to our website or use any of our website services, we will ask you to expressly agree to these terms and conditions.

1.4 You must be at least 18 years of age to use our website; by using our website or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

1.5 Our website uses cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our privacy and cookies policy.

Credit

2.1 This document was created using a template from SEQ Legal (https://www.contractology.com).

3.2 Subject to the express provisions of these terms and conditions:

(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.

Licence to use website

4.1 You may:

(a) view pages from our website in a web browser;

(b) download pages from our website for caching in a web browser;

(d) stream audio and video files from our website; and

(e) use our website services by means of a web browser,

subject to the other provisions of these terms and conditions.

4.2 Except as expressly permitted by Section 4.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

4.3 You may only use our website for your own personal and business purposes, and you must not use our website for any other purposes or commercial use.

4.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

4.5 Unless you own or control the relevant rights in the material, you must not:

(a) republish material from our website (including republication on another website);

(b) sell, rent or sub-license material from our website;

(d) exploit material from our website for a commercial purpose; or

(e) redistribute material from our website.

4.6 Notwithstanding Section 4.5, you may redistribute our newsletter in print and electronic form to any person with proper rights attributed back to https://www.kristidurham.com or Kristi Durham.

4.7 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

Acceptable use

5.1 You must not:

(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d) Conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(e) Access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;

(f) Use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).

(g) Sell or redistribute anything purchased from kristidurham.com/Kristi Durham without written consent.

5.2 You must not use data collected from our website to contact individuals, companies or other persons or entities.

5.3 You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.

Registration and accounts

6.1 To be eligible for an account on our website under this Section 6, you must be resident or situated in Canada or the United States of America.

6.2 You may register for an account with our website by completing and submitting the account registration form on our website, and clicking on the verification link in the email that the website will send to you.

6.3 You must not allow any other person to use your account to access the website.

6.4 You must notify us in writing immediately if you become aware of any unauthorised use of your account.

6.5 You must not use any other person’s account to access the website, unless you have that person’s express permission to do so.

User login details

7.1 If you register for an account with our website, we will provide you with OR you will be asked to choose a user ID and password.

7.2 Your user ID must not be liable to mislead and must comply with the content rules set out in Section 10; you must not use your account or user ID for or in connection with the impersonation of any person.

7.3 You must keep your password confidential.

7.4 You must notify us in writing immediately if you become aware of any disclosure of your password.

7.5 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

Cancellation and suspension of account

8.1 We may:

(a) suspend your account/service;

(b) cancel your account/service; and/or

at any time in our sole discretion without notice or explanation.

8.2 You may cancel your account on our website using your account control panel on the website.

Your content: licence

9.1 In these terms and conditions, “your content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.

9.2 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media OR reproduce, store and publish your content on and in relation to this website and any successor website OR reproduce, store and, with your specific consent, publish your content on and in relation to this website.

9.3 You grant to us the right to sub-license the rights licensed under Section 9.2.

9.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 9.2.

9.5 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

9.6 You may edit your content to the extent permitted using the editing functionality made available on our website.

9.7 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

Your content: rules

10.1 You warrant and represent that your content will comply with these terms and conditions.

10.2 Your content must not be illegal or unlawful, must not infringe any person’s legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

10.3 Your content, and the use of your content by us in accordance with these terms and conditions, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime[, instructions for the commission of a crime or the promotion of criminal activity];

(g) be in contempt of any court, or in breach of any court order;

(h) be in breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) be in breach of official secrets legislation;

(k) be in breach of any contractual obligation owed to any person;

(l) depict violencein an explicit, graphic or gratuitous manner;

(m) be pornographic, lewd, suggestive or sexually explicit;

(n) be untrue, false, inaccurate or misleading;

(o) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

(p) constitute spam;

(q) be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or

(r) cause annoyance, inconvenience or needless anxiety to any person.

Limited warranties

11.1 We do not warrant or represent:

(a) the completeness or accuracy of the information published on our website;

(b) that the material on the website is up to date; or

11.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

11.3 To the maximum extent permitted by applicable law and subject to Section 12.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

Limitations and exclusions of liability

12.1 Nothing in these terms and conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(d) exclude any liabilities that may not be excluded under applicable law.

12.2 The limitations and exclusions of liability set out in this Section 12 and elsewhere in these terms and conditions:

(a) are subject to Section 12.1; and

(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

12.3 To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

12.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

12.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

12.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.

12.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage.

12.8 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

12.9 You understand that if you purchase a productized service on our website, we are not liable for any losses or damage incurred as a result of use. Once you purchase the productized service, it is your responsibility to make sure the information presented is accurate and is not misleading in any way.

Breaches of these terms and conditions

13.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to our website;

(d) block computers using your IP address from accessing our website;

(e) contact any or all of your internet service providers and request that they block your access to our website;

(f) commence legal action against you, whether for breach of contract or otherwise; and/or

(g) suspend or delete your account on our website.

13.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking[ (including without limitation creating and/or using a different account).

Variation

14.1 We may revise these terms and conditions from time to time.

14.2 The revised terms and conditions shall apply to the use of our website from the date of publication of the revised terms and conditions on the website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions

14.3 If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

Assignment

15.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

15.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

Severability

16.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

16.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Third party rights

17.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

17.2 The exercise of the parties’ rights under a contract under these terms and conditions is not subject to the consent of any third party.

Entire agreement

18.1 Subject to Section 12.1, these terms and conditions[, together with our privacy and cookies policy,]shall constitute the entire agreement between you and us in relation to your use of our website and services/products and shall supersede all previous agreements between you and us in relation to your use of our website.

Law and jurisdiction

19.1 These terms and conditions shall be governed by and construed in accordance with Canadian law.

19.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of the province of Ontario.

Our details

21.1 This website is owned and operated by Kristi Durham.

21.2 We are registered in the province of Ontario under registration number 290236157, and our registered office is at 814 Lawndale Ave, Kingsville, ON, N9Y 3Y8.

21.3 Our principal place of business is at 814 Lawndale Ave, Kingsville, ON N9Y 3Y8.

21.4 You can contact us:

(a) by post, to 814 Lawndale Ave, Kingsville, ON N9Y 3Y8;

(b) using our website contact form;