Applicability. These terms of service (these "Terms") are the only terms that govern the provision of services by MuRo Design Studio. (“MuRo”) to the client named on the attached forms (the “Client”), (collectively, the “Parties”). The proposal (the “Proposal”), and these Terms (collectively, this "Agreement") comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Client's general terms and conditions regardless of whether or when Client has submitted its request for proposal, order, or such terms. MuRo’s provision of any services to Client does not constitute acceptance of any of Client's terms and conditions and does not serve to modify or amend these Terms.

Services. MuRo shall provide the services to Client set out in the Proposal (the "Services") in accordance with these Terms. Client acknowledges that MuRo will not act as the architect of record or provide municipal submission services unless otherwise agreed. MuRo does not act for Client in respect of the obtaining of permits, regulatory approvals, or similar consents that may be required by Client in order to make use of the Deliverables. Client acknowledges that the Deliverables may require adaptation or modification prior to being put into use and Client agrees that it is Client’s sole responsibility to obtain all necessary permits and to ensure strict compliance with any engineering standards, building codes or other such other requirements as may be applicable in the jurisdiction in which the Services are provided.

Performance Dates. MuRo shall use commercially reasonable efforts to meet any performance dates set out in the Proposal, but any such dates shall be estimates only. Any failure on the part of MuRo to meet any date specified in the Proposal shall not constitute a breach of MuRo’s obligations under this Agreement.

Price of Services. In consideration of the provision of the Services by MuRo and the rights granted to Client under this Agreement, Client agrees to pay all amounts and fees set forth in the Proposal on such terms and conditions as may be contained therein or in accordance with invoices duly issued by MuRo. MuRo reserves the sole right to determine which payment methods it accepts and to levy surcharges on specified payment methods. 

Non-Payment. In the event that payment is not received by MuRo, MuRo may, in its sole discretion: (i) charge interest on any such unpaid amounts at a rate of 18% per annum, calculated monthly or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date the unpaid amount is paid, which interest rate shall form the interest rate recoverable in any legal proceedings initiated by MuRo for the collection of unpaid amounts; (ii) suspend performance of all Services until payment has been made in full; and (iii) terminate this Agreement with no continuing obligations to Client.

Termination for Cause. In addition to any remedies that may be provided under this Agreement, MuRo may terminate this Agreement with immediate effect upon written notice to Client, if Client (i) fails to pay make prompt payment in accordance with the terms of payment set forth in this Agreement; (ii) makes any attempt to pressure, intimidate, harass, coerce or bribe MuRo or its employees in respect of any Services; (iii) has not otherwise performed or complied with any of the terms of this Agreement, in whole or in part; or (iv) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

Termination for Convenience. MuRo may terminate this Agreement on 14 days written notice at any time, provided that all amounts paid by Client for Services not rendered are refunded.  

Taxes & Third-Party Fees. Client shall be responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, state, territorial, or local governmental entity on any amounts payable by Client hereunder. Client shall also be responsible for all third-party fees including, but not limited to application fees, review fees, permit fees, filing fees, and any other fee or charge levied by a third-party incidental to Client’s use of the Deliverables.

Changes. If Client wishes to change the scope of the Services, it shall submit details of the requested change to MuRo in writing. MuRo shall, within a reasonable time after such request, provide a written estimate to Client of (i) the likely time required to implement the change; (ii) any necessary variations to the fees and other charges for the Services arising from the change; (iii) the likely effect of the change on the Services; and (iv) any other impact the change might have on the performance of this Agreement. Promptly after receipt of the written estimate, the Parties shall negotiate and agree in writing on the terms of such change (a "Change Order"). Neither party shall be bound by any Change Order unless mutually agreed upon in writing. MuRo may charge for the time it spends assessing and documenting a change request from Client on a time and materials basis in accordance with the Proposal. Client agrees that MuRo may, from time to time, change the Services without the consent of Client provided that such changes do not materially affect the nature or scope of the Services or the fees. 

Client 's Acts or Omissions.  If MuRo's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants or employees, MuRo shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Client, in each case, to the extent arising directly or indirectly from such prevention or delay. Without limiting the foregoing, MuRo shall not be deemed in breach of its obligations under this Agreement if its failure to perform any obligation is a result of (i) any act or omission that undermines, duplicates, or devalues the efforts of MuRo in respect of the Services; (ii) any act or omission that causes a delay in, or an increase in the cost of, any municipal or other regulatory or procedural review process required by or incidental to the Services; (iii) any statement made to any party related to the Services, MuRo, or Client, including statements made misrepresenting MuRo’s opinions or recommendations; or (iv) any failure to keep in strict confidence any Confidential Information, as defined in Section 12.

Intellectual Property. All intellectual property rights, including copyrights, patents, patent disclosures, and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works, and all other rights (collectively, "Intellectual Property Rights") in and to all documents, work product, and other materials that are delivered to Client under this Agreement or prepared by or on behalf of MuRo in the course of performing the Services, including any items identified as such in the Proposal (collectively, the "Deliverables") shall be owned by MuRo. MuRo hereby grants Client a licence to use all Intellectual Property Rights free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicenseable, fully paid-up, royalty-free, and perpetual basis only to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services, provided that Client shall not without the prior written consent of MuRo sublicence or sell the license granted herein.

Confidential Information. All non-public, confidential, or proprietary information of MuRo, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, "Confidential Information"), disclosed by MuRo to Client, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with the provision of the Services and this Agreement is confidential, and shall not be disclosed or copied by Client without the prior written consent of MuRo. Confidential Information does not include information that is (i) in the public domain; (ii) known to Client at the time of disclosure; or (iii) rightfully obtained by Client on a non-confidential basis from a third party. Client agrees to use the Confidential Information only to make use of the Services and Deliverables. MuRo shall be entitled to injunctive relief for any violation of this Section 12.

Representations and Warranties. MuRo represents and warrants to Client that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. MuRo shall not be liable for a breach of the warranty set forth herein unless Client gives written notice of the defective Services, reasonably described, to MuRo within 14 days of the time when Client discovers or ought to have discovered that the Services were defective, in which case, MuRo shall, in its sole discretion, either (i) re-perform such Services (or the defective part); or (ii) credit or refund the price of such Services at the pro rata contract rate. THE REMEDIES SET FORTH IN SECTION 13 SHALL BE CLIENT'S SOLE AND EXCLUSIVE REMEDY AND MURO'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH HEREIN.

DISCLAIMER OF WARRANTIES. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 13  ABOVE, MURO MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OR CONDITION OF MERCHANTABILITY; (B) WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; OR (E) WARRANTY WITH RESPECT TO CLIENT’S ABILITY TO OBTAIN THE RELEVANT PERMITS, CONSENTS, REGULATORY APPROVALS OR SIMILAR CONSENT (INCLUDING BUILDING CODES, ENGINEERING STANDARDS, AND OTHER SIMILAR CODES AND REQUIREMENTS AS MAY BE APPLICABLE IN THE JURISDICTION IN WHICH THE SERVICES ARE PROVIDED) REQUIRED TO MAKE USE OF THE DELIVERABLES; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OF TRADE OR OTHERWISE.

LIMITATION OF LIABILITY. IN NO EVENT SHALL MURO BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL MURO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID OR PAYABLE TO MURO PURSUANT TO THIS AGREEMENT.

Indemnity. Client agrees to indemnify, defend, and hold harmless MuRo and its affiliates, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in connection with Client’s use of the Deliverables, breach of this Agreement, or violation of applicable laws, including in respect of any third-party claims.

Waiver. No waiver by MuRo of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by MuRo. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Force Majeure. MuRo shall not be liable or responsible to Client, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of MuRo including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemics, pandemics, lock-outs, strikes, or other labour disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.

Assignment. Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of MuRo. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement. MuRo may assign this Agreement, in whole or in part, without the prior consent of Client.

Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.

Choice of Forum. Any legal suit, action, litigation or proceeding arising out of or relating to this Agreement shall be instituted in the courts of the Province of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Each party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 

Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (other than routine communications having no legal effect) (each, a "Notice") in writing and addressed to the Parties at the addresses set forth in the Proposal (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt, if delivered by personal delivery, or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "read receipt" function, as available, return email or other form of written acknowledgment), if delivered by email; or (c) on the fifth (5th) day after the date mailed by certified or registered mail by the Canada Post Corporation, return receipt requested, postage prepaid.

Severability/Counterparts. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may be executed in counterparts and may be signed by the use of electronic signature.

Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Intellectual Property (Section 11), Confidential Information (Section 12), Governing Law (Section 21), Choice of Forum (Section 22), and Survival (Section 25).

Amendments and Modifications. This Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each party.