Effective Date: October 1, 2025

Between:
Context Digital Consulting (the “Contractor”)
and
The Client (as identified on the accompanying invoice or Statement of Work)

1. Agreement Overview

This Terms of Service Agreement (the “Agreement”) governs the relationship between the Contractor and the Client. By signing this Agreement or completing a purchase, the Client acknowledges that they have the authority to enter into this Agreement on behalf of the Client organization and agree to the following terms and conditions.

2. Services

The Contractor agrees to provide the services described in the associated invoice or statement of work (the “Services”). The Client agrees to pay all fees described in such documents.

The Contractor will perform the Services in a professional and workmanlike manner, using reasonable skill and care in accordance with generally accepted industry standards. The Contractor will make commercially reasonable efforts to meet agreed timelines but makes no guarantee of specific results or outcomes.

3. Client Responsibilities

The Client acknowledges that the Contractor’s ability to deliver the Services depends on the Client’s timely cooperation, including:

• Providing all requested content, feedback, approvals, credentials, and access.
• Ensuring that all materials provided by the Client are accurate, lawful, and free from third-party claims.
• Maintaining proper licenses, subscriptions, or accounts required for any third-party systems used in the Services.

The Contractor shall not be liable for delays, missed deadlines, or performance issues resulting from the Client’s failure to fulfill these obligations.

4. Warranty

• The Services will be performed in a professional and workmanlike manner;
• The Services will not knowingly infringe upon any third-party intellectual property rights; and
• The Contractor has the right and authority to enter into this Agreement and perform the Services.

Except as expressly stated above, all Services and deliverables are provided “as is.” The Contractor disclaims all other warranties, whether express or implied, including fitness for a particular purpose, merchantability, or that any deliverable will achieve a particular result.

5. Third-Party Dependencies

The Client understands and agrees that the Services may incorporate or depend on third-party platforms, APIs, hosting providers, or software tools.

The Contractor is not responsible for:

• Uptime, outages, changes, or failures of any third-party service;
• Licensing, availability, or feature changes; or
• Security or data protection practices of any third-party provider.

The Client is responsible for maintaining its own accounts, credentials, and compliance with any applicable third-party terms of service.

6. Cybersecurity and Data Security

The Contractor will take reasonable measures to secure websites, applications, and systems using industry-accepted development practices. However, the Client acknowledges that no system is completely secure. The Contractor does not guarantee protection against hacking, unauthorized access, denial-of-service attacks, or other forms of cybercrime.

Client Responsibilities:

• Implement strong passwords, multi-factor authentication, and secure hosting environments.
• Maintain appropriate security configurations, updates, and backups.
• Ensure compliance with applicable data protection laws, including Alberta’s Personal Information Protection Act (PIPA) and Canada’s Anti-Spam Legislation (CASL).

Data Security and Incident Response:

If the Contractor becomes aware of a security incident affecting the Client’s system or data, the Contractor will promptly notify the Client and provide reasonable assistance in mitigation. The Contractor’s total liability for any data breach shall not exceed the fees paid for the directly related Services in the six (6) months preceding the event.

7. Service Availability and Deployment Risk

The Contractor does not warrant uninterrupted or error-free operation of any system, deployment, or application. The Client acknowledges that downtime, system errors, or failed deployments may occur, especially when third-party services or hosting environments are involved. The Contractor’s responsibility is limited to reasonable commercial efforts to correct issues caused directly by its work. The Contractor shall not be liable for loss of revenue, profit, data, or reputation resulting from downtime, deployment failure, configuration errors, or hosting interruptions.

8. Data Backup Responsibility

Unless explicitly stated in the Statement of Work, the Contractor is not responsible for maintaining or backing up the Client’s data or system configurations. The Client must maintain appropriate and current backups before any deployment, update, or system modification.

9. Intellectual Property and Third-Party Code

All deliverables developed under this Agreement shall be considered “work for hire” and owned by the Client upon full payment. If any deliverable is deemed not to be “work for hire,” the Contractor assigns all ownership rights to the Client.

The Contractor may use open-source or third-party code components, which remain governed by their respective licenses. The Contractor makes no warranty regarding third-party or open-source materials.

10. Confidentiality and Non-Disclosure

Each party agrees to keep all confidential information received from the other strictly confidential and to use it solely for purposes of fulfilling this Agreement. “Confidential Information” includes all non-public information disclosed by one party to the other, whether written, oral, or electronic, that is marked or should reasonably be understood as confidential. If required by law to disclose such information, the receiving party shall provide prompt notice to the disclosing party. This obligation of confidentiality shall survive termination for three (3) years.

11. Payment Terms

Invoices are due within fifteen (15) days of issuance.

• A 3% monthly interest charge applies to overdue balances.
• The Contractor reserves the right to suspend or delay work until payment is received.

All fees are non-refundable once Services have commenced.

12. Expense Reimbursement

The Client agrees to reimburse the Contractor for any pre-approved, reasonable expenses incurred in the course of providing the Services. Reimbursement shall be due within fifteen (15) days of invoicing.

13. Changes to Scope

Material changes to scope, timelines, or fees must be agreed upon in writing by both parties before such changes take effect.

14. Indemnification

Each party (“Indemnifying Party”) shall indemnify and hold harmless the other party (“Indemnified Party”) from any third-party claims, damages, or losses directly resulting from the Indemnifying Party’s gross negligence, willful misconduct, or material breach of this Agreement. Indemnification obligations are limited to direct damages and are subject to the Limitation of Liability section.

15. Limitation of Liability

To the fullest extent permitted by law, the Contractor’s total aggregate liability for any and all claims arising out of or relating to this Agreement shall not exceed the total fees paid by the Client to the Contractor under the applicable invoice or statement of work in the six (6) months preceding the event giving rise to the claim.

Under no circumstances shall the Contractor be liable for:

• Indirect, incidental, consequential, or punitive damages;
• Loss of profit, revenue, or business opportunity;
• Loss or corruption of data; or
• Damages arising from system downtime, deployment failures, security breaches, or third-party service interruptions.

All claims must be directed to the Contractor’s business entity, not to any individual consultant, employee, or representative.

16. Insurance

The Contractor maintains standard commercial general liability insurance appropriate for a consulting business of its size. The Contractor does not provide cyber-liability, business interruption, or insurance coverage for the Client’s operations or systems.

17. Independent Contractor

The Contractor is an independent contractor and not an employee, agent, or partner of the Client. Nothing in this Agreement creates an employment, partnership, or joint venture relationship.

18. Term and Termination

Either party may terminate this Agreement with fourteen (14) days written notice. Immediate termination may occur if either party breaches a material term of this Agreement and fails to cure the breach within five (5) days of written notice. If the Client terminates without cause, the Client shall pay all fees for work performed and non-cancelable expenses incurred up to the termination date. Upon termination, the Client may not use deliverables until full payment has been made.

19. Dispute Resolution

Before initiating any legal proceedings, the Parties shall attempt to resolve disputes through confidential mediation conducted in Alberta, Canada. If mediation fails, the matter shall be resolved exclusively in the courts of the Province of Alberta, and the Parties consent to the jurisdiction of such courts.

20. Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, pandemics, government actions, labour disputes, internet or cloud outages, power failures, or cyberattacks.

21. Notices

All notices under this Agreement shall be made in writing and delivered by mail or email to the address or email address on record. Email notices are effective unless a delivery failure is received within twenty-four (24) hours.

22. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein. The Parties agree to the exclusive jurisdiction of the courts located in Calgary, Alberta.

23. Survival

Sections relating to Confidentiality, Ownership, Limitation of Liability, Indemnification, and Governing Law shall survive termination or expiration of this Agreement.

24. Miscellaneous

• Headings are for reference only and have no legal effect.
• If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in effect.
• This Agreement may be executed electronically and in counterparts.

25. Entire Agreement

This Agreement, together with any attached statement of work or invoice, constitutes the entire agreement between the Parties and supersedes any prior understandings or agreements, oral or written. Any modifications must be made in writing and signed by both Parties.