This Website Services Agreement (the “Agreement”) is made and entered into as of ("Effective Date"), by and between True Local Online Marketing Ltd. (hereinafter referred to as “Service Provider”), and (hereinafter referred to as “Client”).

1. Services Provided:

a. The Service Provider agrees to provide website software updates and maintenance services (“Maintenance Services”) as detailed in Exhibit A attached hereto for (hereinafter referred to as “Client Website”) and (hereinafter referred to as “Managed Website”).

b. The Service Provider agrees to provide website audit services ("Audit Services") as detailed under WordPress Website Audit in Exhibit B attached hereto for (hereinafter referred to as “Client Website”) and (hereinafter referred to as “Managed Website”).

2. Premium Services Available: The Service Provider agrees to provide additional services (Premium Services) as detailed - and for fees set out - under Premium Services in Exhibit C on an as-needed basis.

3. Payment Terms:

a. The Client agrees to pay the Service Provider as follows:

• Client Website
  • for Maintenance Services as described in Exhibit A
  • for Audit Services as described in Exhibit B
• Managed Website
  • for Maintenance Services as described in Exhibit A
  • for Audit Services as described in Exhibit B

In the event that Maintenance Services are no longer required for Managed Website over the term of this agreement, the balance of funds will be applied towards Client Website.

b. Payment Schedule: Payments must be prepaid no later than thirty (30) days in advance of each term.

4. Term and Termination:

a. This Agreement shall commence on the Effective Date and shall continue in effect for a period of one (1) year, automatically renewing for subsequent one (1) year terms unless either:

• Terminated by the Client or the Service Provider with thirty (30) days prior written notice; or
• Modifications are requested by either party with thirty (30) days prior written notice 

b. Either party may terminate this Agreement for cause if the other party materially breaches any of its terms and fails to correct the breach within thirty (30) days following written notice thereof.

5. Confidentiality: Both parties agree to keep all proprietary information confidential and not to disclose such information to any third party without prior written consent.

6. Limitation of Liability: The Service Provider’s total liability under this Agreement shall be limited to the amount paid by the Client for the Services.

7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

8. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

9. Amendment: This Agreement may only be amended or modified by a written document executed by both the Service Provider and the Client.

10. Notices: All notices, requests, demands, and other communications under this Agreement shall be in writing and sent via email to the following addresses:

For the Service Provider: dbarber@truelocalonlinemarketing.com

For the Client:  

Each party may change its designated email address by giving the other party notice of the change in accordance with this section.

Exhibit A: Detailed Description of Maintenance Services

Exhibit B: Detailed Description of Audit Services

Exhibit C: Detailed Description of Premium Services

Service Provider:

True Local Online Marketing Ltd.
170 – 422 Richards St,
Vancouver, BC
V6B 2Z4
Representative: Dawson Barber, President

Client:

Representative: ,