Service Agreement

This Agreement, dated June 5, 2026, hereinafter called the “Effective Date” for Services/Development of Web Services, hereinafter called “The Agreement”, is between 9986707 Canada inc. dba. GRUIFORM, hereinafter called “The Service Provider” and you, hereinafter called “The Client”, together called the “Parties” and individually referred to as “Party”, for the performance of said Services and the production of Deliverables, as described in Schedule A, attached hereto and incorporated herein by reference. The Parties agree as follows: 

1. DEFINITIONS: As used herein and throughout this Agreement:

1.1 “Agreement” means the entire content of this document, the Proposal document(s) (if any), Schedule A, and Schedule B, together with any other Supplement, Exhibits, or additional Schedules as may be attached hereto and incorporated herein by reference.

1.2 “Client Content” or “The Client’s Content” means all materials, information, photography, writings, and other creative content provided by The Client for use in the preparation of and/or incorporation in the Deliverables. 

1.3 “Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Canada copyright law. 

1.4 “Deliverables” means the services and work product, as mutually agreed upon by The Client and The Service Provider, to be delivered by The Service Provider to The Client, in the form and media specified in Schedule A.

1.5 “Service Provider Tools” means all design/development tools developed and/or utilized by The Service Provider in performing The Services, including, without limitation, pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions (whether or not patentable), and general non-copyrightable concepts such as website services, architecture, layout, navigational and functional elements.

1.6 “Final Art” means all creative content developed or created by The Service Provider, or commissioned by The Service Provider, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including, but not limited to, any and all visual services, visual elements, graphic services, illustration, photography, animation, sounds, typographic treatments, and text, modifications to Client Content, and The Service Provider’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials, and as approved and accepted by The Client. 

1.7 “Final Deliverables” means the final versions of Deliverables provided by The Service Provider and approved and accepted by The Client.

1.8 “Preliminary Works” means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary services and documents, developed by The Service Provider and which may or may not be shown and or delivered to The Client for consideration.

1.9 “Project” means the scope and purpose of The Client’s identified usage of the work product.

1.10 “ Services” or “Service Provider’s Services” means all services and the work product to be provided to The Client by The Service Provider as described and otherwise further defined in the Deliverables.

1.11 “Third Party Materials” means proprietary third-party materials that are incorporated into the Final Deliverables, including, but not limited to, stock photography or stock illustrations.

1.12 “Trademarks” means trade names, words, symbols, Services, logos, or other devices or Services used to locate the origin or source of goods or services.

2. INTELLECTUAL PROPERTY PROVISIONS

2.1 Client Content.

Client Content, including all pre-existing Trademarks and copyright material, shall remain the sole property of The Client, and The Client shall be the sole owner of all rights in connection therewith. The Client hereby grants to The Service Provider a nonexclusive, non-transferable license to use, reproduce, and modify the Client Content solely in connection with The Service Provider’s performance of the Service Provider’s Services and the production of the Deliverables.

2.2 Third Party Materials.

All Third Party Materials are the exclusive property of their respective owners. The Service Provider shall inform The Client of all Third Party Materials that may be required to perform the Services Services or otherwise integrated into the Final Art. Under such circumstances, The Service Provider shall inform The Client of any need to license.

2.3 Assignment of Copyrights.

Upon completion of the Services and conditioned upon full payment of all fees, costs, and out-of-pocket expenses due, The Service Provider shall assign to The Client all ownership rights, including any Copyrights, in and to any artworks or services comprising the works created by The Service Provider as part of the Final Art and Final Deliverables for use by The Client. The Service Provider shall cooperate with The Client and shall execute any additional documents reasonably requested by The Client to evidence all such assignments of intellectual property.

2.4 Assignment of Final Art.

Upon completion of the Services, and subject to full payment of all fees, costs, and expenses due, The Service Provider hereby assigns to The Client all rights, titles, and interest, including without limitation, copyright, and other intellectual property rights, in and to the Final Deliverables and the Final Art. The Service Provider agrees to reasonably cooperate with The Client and shall execute any additional documents reasonably necessary to evidence such assignment.

3. FEES

In consideration of the Services to be performed by The Service Provider, The Client shall pay The Service Provider fees in the amounts and according to the Payment Terms set in Schedule B, included and incorporated herein by reference. Any and all modifications, changes, or revisions to the Services or Deliverables requested by The Client which are outside the scope of the Services or Deliverables identified in Schedule A shall be considered additional services, hereinafter called “Additional Services”. The Service Provider shall advise The Client of any such Additional Services and provide an estimate for the performance of such Additional Services. The Client agrees to pay for the Additional Services per the terms and conditions of this Agreement.

4. TIMING AND ACCEPTANCE

4.1 Timing.

The Service Provider shall prioritize the performance of the services as may be necessary or as agreed upon by the Parties and will undertake commercially reasonable efforts to perform the Services. The Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve and accept the Deliverables in writing (which will then become the Final Deliverables) or (ii) provide written comments and/or corrections sufficient to identify the The Client’s concerns, objections or corrections to The Service Provider.

4.2 Acceptance.

The Client, within 3 business days of receipt of each Deliverable, shall notify The Service Provider, in writing, of any failure of such Deliverable to comply with the specifications as agreed upon by the Parties, or of any other objections, corrections, changes, or amendments. The Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction, change, or amendment, and The Service Provider shall undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes, or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from The Client within said stated time period, the Deliverable shall be deemed accepted.

5. CLIENT RESPONSIBILITIES 

The Client acknowledges that he shall be responsible for performing the following in a reasonable and timely manner:

1. Coordination of any decision-making with parties other than The Service Provider;
2. Provision of The Client’s Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation; and,
3. Final proofreading pursuant to Provisions 4.1 and 4.2

6. RECOGNITION

The Service Provider retains the right to reproduce, publish, and display the Final Deliverables in The Service Provider’s portfolios and websites, and in galleries, services periodicals, and other media or exhibits for the sole purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Final Deliverables in connection with such uses. Either Party, subject to the other’s written approval, may include a link to the other Party’s website.

7. CONFIDENTIAL INFORMATION

Each Party acknowledges that in connection with this Agreement, it may receive certain confidential or proprietary technical and business information and materials, hereinafter called “Confidential Information”, of the other Party, including, but not limited to, Preliminary Works, Service Provider Tools, and Third Party Materials. Each Party, its agents, and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

8. RELATIONSHIP OF THE PARTIES

8.1 Independent Contractor.

The Service Provider is an independent contractor, not an employee of The Client or any company affiliated with The Client. The Service Provider shall provide the Services under the general direction of The Client, but The Service Provider shall determine the manner and means by which the Services are accomplished.

8.2 No Exclusivity.

The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. The Client is free to engage others to perform services of the same or similar nature to those provided by The Service Provider, and The Service Provider shall be entitled to offer and provide services to others, solicit other clients, and otherwise advertise the services offered by The Service Provider.

9. WARRANTIES AND REPRESENTATIONS

9.1 By The Client.

The Client represents, warrants, and covenants to The Service Provider that:

1. The Client owns all rights, titles, and interest in, or otherwise has full right and authority to permit the use of The Client’s Content; and,
2. To the best of The Client’s knowledge, The Client’s Content does not infringe the rights of any third party, and use of The Client’s Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties.

9.2 By The Service Provider.

1. The Service Provider hereby represents, warrants, and covenants to The Client that The Service Provider will provide the Service Provider’s Services and produce the Deliverables as identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such Services.
2. The Service Provider further represents, warrants, and covenants to The Client that
   1. The Final Deliverables shall be the original work of The Service Provider; and,
   2. To the best of The Service Provider’s knowledge, the Final Art provided by The Service Provider does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties.

10. INDEMNIFICATION

10.1 By The Client.

The Client agrees to indemnify, save, and hold harmless The Service Provider from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of The Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, The Client shall promptly notify The Service Provider in writing of any claim or suit. The Client has sole control of the defense and all related settlement negotiations. The Service Provider shall provide The Client with commercially reasonable assistance, information, and authority necessary to perform The Client’s obligations under this section.

10.2 By The Service Provider.

Subject to the terms, conditions, express representations, and warranties provided in this Agreement, The Service Provider agrees to indemnify, save and hold harmless The Client from any and all damages, liabilities, costs, losses, or expenses arising out of any finding of fact which is inconsistent with The Service Provider’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arising directly as a result of gross negligence or misconduct of The Client.

11. TERM AND TERMINATION

11.1 This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and the Final Deliverables and the Final Art are delivered.

11.2 This Agreement may be terminated at any time by either Party effective immediately upon notice, or the mutual agreement of the Parties, or if any Party:

1. becomes insolvent, files a petition in bankruptcy, or makes an assignment for the benefit of its creditors;
2. breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.
3. terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.

11.3 In the event of termination, The Service Provider shall be compensated for the Services performed through the date of termination in the amount of:

1. any advance payment,
2.  A prorated amount of the fees due as outlined in Schedule B except when terminated under section 11.11, and
3. hourly fees for work performed by The Service Provider or The Service Provider’s agents as of the date of termination, whichever is greater; and The Client shall pay all expenses, fees, out-of-pockets together with any additional costs incurred through and up to, the date of cancellation.

11.4 In the event of termination by The Client, The Service Provider shall retain ownership of all original artwork, concepts, and other materials prepared by The Service Provider in connection with the Services, which are not delivered to The Client.

11.5 Upon termination, The Client shall return all Confidential Information and all copies thereof to The Service Provider and certify in writing that all known copies, including electronic copies, have been destroyed. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Other than as provided herein, all rights and obligations of each Party under this Agreement, exclusive of the Services, shall survive

11.6 If The Client places the Project on hold for a period of 30 days or more, The Service Provider shall be entitled to payment for all work completed up to the date of notification, any Additional Services, and any out-of-pocket expenses incurred.

11.7 If The Client fails to respond to The Service Provider with approval or comments within 14 days of submission, The Service Provider shall be entitled to payment for all work completed up to the date of notification, any Additional Services, and any out-of-pocket expenses incurred.

11.8 If The Client fails to communicate with The Service Provider for a period of 30 days or more, The Service Provider shall be entitled to payment for all work completed up to the date of notification, any Additional Services, and any out-of-pocket expenses incurred.

11.9 If The Client fails to make a payment when due, The Service Provider has the right to stop work until payment is made.

11.10 If The Client fails to make a payment when due, The Service Provider has the right to remove the website from the internet until payment is made.

11.11 The Service Provider has the right to halt any work and terminate the agreement if The Client requests work that is illegal or unethical.

11.12 If the agreement is terminated under section 11.11, The Client is still responsible for payment of the full amount of the Project as outlined in Schedule B, any Additional Services, any out-of-pocket expenses incurred, any legal fees incurred by The Service Provider in the event of legal action, and any other costs incurred by The Service Provider as a result of the termination.

12. GENERAL

12.1 Modification/Waiver.

This Agreement may be modified by the Parties, but any modification of this Agreement must be in writing and executed by both Parties. Failure by either Party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either Party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

12.2 Notices.

All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified in the signature execution section below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.

12.3 No Assignment.

The Service Provider shall not assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned, or encumbered by operation of law or otherwise, without the prior written consent of The Client.

12.4 Governing Law.

The formation, construction, performance, and enforcement of this Agreement shall be in accordance with the laws of Canada without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.

12.5 Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

12.6 Integration.

This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings, and discussions between the Parties relating to the subject matter of this Agreement.

12.7 By their execution, the Parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective Party to all of the terms and conditions herein.