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Terms of Service

CLICK STARR MARKETINGTERMS AND CONDITIONS
These terms and conditions govern the relationship between you (“You”) and Click Starr Marketing & Consulting (“Click StarrMarketing”, “we”, or “us”) in relation to the provision of Services (as hereinafter defined) to you by Click Starr Marketing.
These terms, together with the Estimate (as hereinafter defined) form the “Agreement”.
A.SERVICES ANDOBLIGATIONS
Services. 
All Services to be performed by us pursuant to an estimate/agreement accepted by you (the “Estimate”) are set out in the Estimate.  
The Deliverables (as hereinafter defined) and services provided by us to you pursuant to the Estimate are collectively referred to as the“Services”. In case of absence of signature, beginning of services services will be constituted as agreement to services as outlined during the Estimate process.
Project Schedule.
To the extent that a project schedule is specified in the Estimate, we shall provide the Services in accordance with such schedule (the “Project Schedule”), and to the extent that it is necessary that you agree to cooperate in good faith to allow us to achieve completion of the Services in a timely manner.
Acceptance of Deliverables. 
We will notify you of our completion of any deliverables to be provided as part of the Services (the “Deliverables”) at the time of completion of such Deliverables and we may invoice you for the Fees (as hereinafter defined) payable for such Deliverables (if any), in accordance with the payment schedule set out in the Estimate (if any) (the “PaymentSchedule”).
Milestones. 
The Project Schedule may provide for certain milestone events (each a “Milestone,” and collectively the “Milestones”), achievement of which by us shall trigger the obligation by you to pay the applicable Fees for such Milestone as outlined in the Payment Schedule. Accordingly, upon achievement of the applicable Milestone, we shall provide to you the concerned Deliverable, if applicable, and a statement showing achievement of the Milestone. Upon both parties’ agreement that the Milestone has been achieved, such agreement not to be unreasonably withheld or delayed, we shall invoice you for the Fees payable for the applicable Milestone in accordance with the Payment Schedule(if any).
Changes. 
At any time, you may request changes to the Services. If any such changes cause a change in the cost to us of performance or time required for such performance, the parties shall negotiate reasonably and in good faith for an equitable adjustment to the Fees (as hereinafter defined), Milestones, Payment Schedule, and/or the Project Schedule. Upon receiving a notice or request from you, we shall (at no additional cost to you) promptly evaluate such change request and shall submit to you a change in scope proposal which shall outline in detail the required changes to the scope of the Services, Fees (as hereinafter defined), Milestones, Payment Schedule, and/or the Project Schedule. If such proposal is accepted by you in writing, then such proposal shall be deemed to amend the applicable Estimate.
Non-Exclusivity. 
We shall have the right to perform other work or other services for any third party during the Term (as hereinafter defined) of this Agreement and at any time thereafter, subject to: (i) compliance with the confidentiality and non-solicitation provisions contained herein; and (ii) such other work or services not interfering with, or precluding us from satisfying our obligations with respect to the completion of the Deliverables and performance of the Services under this Agreement.Independent Contractor. It is the intention of the parties, and the parties understand and agree, that the we are an independent contractor, and neither us nor any of our representatives is an employee, agent, or otherwise.
Social Media.
Provision of social media services provides no warranty. As each social network has specific algorithms, API's, rules & regulations Click Starr Marketing providing social media services - content & growth - does not constitute any warranty or guarantee. Each social network has it's own agreements that you are party to directly with that social network. Our work is done on your behalf, with your express consent. 
6 Months Agreement. 
Most of our services fall under a 6-month agreement. There is no acceptable reason for the early termination of an agreement. We dedicate staff, assets, time and money on clients' behalf for this duration. If you choose to terminate an agreement early, you will be responsible for the amount owing for the remainder of the agreement.
Entire Agreement. 
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof, and supersedes all prior agreements, negotiations and discussions of the parties. There are no warranties, covenants, representations or other agreements between the parties in connection with the subject matter of this Agreement except as specifically set forth herein.
Amendment. 
No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any party, is binding unless executed in writing by all parties hereto.
Interpretation. 
Section numbers and headings contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement.
Governing Law. 
This Agreement shall be governed by and construed in accordance with the laws ofthe Province of Ontario and the federal laws of Canada applicable therein. Any legal proceedings arising out of this Agreement shall be brought in the Courts of Ontario and the parties hereby submit to the exclusive jurisdiction thereof.
Review of this Agreement. You acknowledge that you have (i) carefully read and understand this Agreement, (ii) will consult with independent counsel with respect to this Agreement and has either obtained such advice or chose not to do so, and (iii) entered into this Agreement of your own free will.