# Master Services Agreement

> Review the standard terms that apply to Twirling Umbrellas client projects, support, hosting, and related digital services.

Last updated: July 3, 2026

1. Agreement

Purpose. This Master Services Agreement (“MSA”) sets out the standard terms that apply to Services provided by Twirling Umbrellas Ltd. This MSA applies when it is referenced in or incorporated into a proposal, Project Order, Service Order, Change Order, estimate, statement of work, support request, ticket, email approval, purchase confirmation, or other written or electronic authorization for Services.

Parties. In this MSA, “Twirling Umbrellas,” “Agency,” “we,” “us,” and “our” mean Twirling Umbrellas Ltd., located at Kelowna Innovation Centre, 201-460 Doyle Avenue, Kelowna, BC V1Y 0C2. “Client,” “you,” and “your” mean the person or organization that accepts, approves, requests, receives, or pays for Services that are subject to this MSA.

Orders. Each proposal, Project Order, Service Order, Change Order, estimate, statement of work, support request, ticket, email approval, purchase confirmation, or other written or electronic authorization that is subject to this MSA is referred to in this MSA as an “Order.” An Order may cover Project Services, Managed Services, On-Demand Services, Third-Party Services, or any combination of them.

Acceptance. You accept this MSA when you do any of the following in relation to an Order or Services that reference or are otherwise provided subject to this MSA:

sign or electronically accept an Order;

approve an Order by email, project-management system, ticketing system, online form, purchase confirmation, or other written or electronic communication;

request, approve, or authorize Services after receiving notice that this MSA applies;

pay an invoice, deposit, subscription fee, renewal fee, or other amount for Services that reference this MSA; or

continue to receive or use Services after this MSA has been made available to you and identified as applying to those Services.

Effective Date. For each Order, this MSA becomes effective on the earliest date that you accept the applicable Order or otherwise accept Services that are subject to this MSA.

Services Covered. This MSA applies to all Services we provide to you under an applicable Order, including project-based work (“Project Services”), ongoing or recurring managed services (“Managed Services”), and ad hoc or hourly work (“On-Demand Services”).

Order of Documents. The applicable Order and this MSA together form the agreement between you and Twirling Umbrellas for the Services covered by that Order. If there is a conflict between an Order and this MSA, the Order will govern only to the extent of the conflict for project-specific details such as scope, Deliverables, fees, timelines, payment schedule, service levels, assumptions, exclusions, or special terms expressly stated in that Order. This MSA will govern all other matters.

Client Purchase Orders and Procurement Terms. Any terms included in a Client purchase order, vendor portal, procurement system, invoice instruction, payment notice, or similar document are for administrative purposes only and do not amend, replace, or override this MSA or any Order unless expressly accepted in writing by Twirling Umbrellas.

Updates to This MSA. This MSA may be amended or updated from time to time in accordance with the “Changes to this MSA” section. The current version is posted on our website. Your continued approval of work, request for Services, use of Deliverables, payment of invoices, or use of Managed Services after updated terms take effect constitutes acceptance of the updated MSA for the applicable Services, as described in that section.

Separate Written Agreements. If Twirling Umbrellas and Client have signed a separate written agreement that expressly states it overrides this MSA for specific Services, that separate written agreement will govern those Services to the extent of the conflict.

Definitions

The following terms are used throughout this MSA and have the meanings set out below. Capitalized terms have the same meaning whether used in the singular or plural.

Agreement means, for any applicable Services, this MSA together with the applicable Order, any approved Change Orders, and any schedules, addenda, or supplemental terms expressly incorporated by reference, including any applicable data processing addendum.

Approval means any written or electronic approval, authorization, confirmation, instruction, acceptance, or direction provided by Client or an Authorized Representative, including by signature, email, proposal acceptance, project-management system, ticketing system, online form, or other written or electronic communication.

Agency Tools means any proprietary or reusable code, frameworks, libraries, components, design systems, templates, processes, workflows, documentation, methods, know-how, software, tools, or materials developed, owned, licensed, or used by Twirling Umbrellas or its suppliers, whether created before or during the Services, that are not expressly identified in an Order as Final Deliverables owned by Client.

Authorized Representative means any person who has authority, or who reasonably appears to have authority based on their role, communications, system access, project involvement, course of dealing, or other circumstances, to provide Approvals, instructions, content, decisions, access, or payment authorization on Client’s behalf.

Backups means copies of files, databases, content, configurations, or data created to assist with restoration, continuity, or data recovery.

Business Day means any day other than a Saturday, Sunday, or statutory holiday in British Columbia.

Change Order means a written or electronic authorization that modifies, adds to, removes from, or otherwise changes an existing Order, including changes to scope, Deliverables, assumptions, timelines, fees, service levels, responsibilities, or other project-specific terms. A Change Order may be approved by signature, email, project-management system, ticketing system, proposal acceptance, or other written or electronic communication.

Client Content means all materials, information, data, copy, text, images, photography, graphics, video, audio, documents, brand assets, logos, trademarks, account information, instructions, feedback, and other content provided, approved, or made available by or on behalf of Client for use in connection with the Services or Deliverables.

Client Data means any data, records, files, content, personal information, submissions, form entries, user information, analytics data, account information, or other information provided by or on behalf of Client, or collected, stored, processed, transmitted, or hosted through the Services or Deliverables.

Confidential Information means any non-public information disclosed by one Party to the other that is identified as confidential or that a reasonable person would understand to be confidential based on the nature of the information or the circumstances of disclosure. Confidential Information may include business plans, strategies, pricing, proposals, technical information, credentials, security information, customer or member data, Client Data, financial information, procurement information, unpublished materials, and other sensitive business or technical information.

Deliverables means the final work product, output, or materials that Twirling Umbrellas is required to provide to Client as expressly described in an applicable Order. Deliverables may include strategy documents, information architecture, design files, copy, templates, websites, code, configuration, integrations, reports, or other project outputs. Deliverables do not include Agency Tools, Third-Party Services, Third-Party Materials, or Working Files unless expressly stated in the applicable Order.

Effective Date means, for an applicable Order or Service, the earliest date on which Client accepts, approves, requests, receives, continues to use, or pays for Services that are subject to this MSA.

Final Deliverables means Deliverables that have been delivered to Client and approved or deemed accepted under this MSA or the applicable Order. Final Deliverables do not include drafts, concepts, rejected options, unused materials, Agency Tools, Third-Party Services, Third-Party Materials, or Working Files unless expressly stated in the applicable Order.

Intellectual Property Rights means all intellectual property and proprietary rights, whether registered or unregistered, including copyrights, moral rights, trademarks, trade names, goodwill, industrial designs, patents, trade secrets, rights in confidential information, database rights, domain name rights, and all similar rights recognized under applicable law.

Managed Services means ongoing or recurring services provided by Twirling Umbrellas to support, maintain, manage, improve, host, administer, monitor, or operate Client’s digital presence, systems, platforms, campaigns, or related technology. Managed Services may include web hosting, support and maintenance, WebOps, domain management, digital advertising management, productivity software administration, technical support, analytics support, SEO support, cloud-platform administration, or other recurring services described in an Order.

MSA means this Master Services Agreement, as amended or updated from time to time in accordance with the “Changes to this MSA” section.

On-Demand Services means ad hoc, one-time, hourly, or time-based services provided at Client’s request outside the defined scope of a Project Order or Managed Services plan, or in addition to an existing Order. On-Demand Services may include minor updates, troubleshooting, consultation, configuration, technical assistance, or other stand-alone tasks.

Order means any proposal, Project Order, Service Order, Change Order, estimate, statement of work, support request, ticket, email approval, purchase confirmation, renewal, or other written or electronic authorization that references this MSA or otherwise authorizes Twirling Umbrellas to provide Services. An Order may describe scope, Deliverables, timelines, assumptions, exclusions, fees, payment schedule, service levels, special terms, or other project-specific details.

Personal Information means information about an identifiable individual or information that is treated as personal information, personal data, or a similar term under applicable privacy or data protection laws.

Project Order means an Order that authorizes Project Services. A Project Order may be a proposal accepted by Client, a statement of work, an estimate, a signed authorization, or another written or electronic document that describes the scope, Deliverables, timeline, fees, assumptions, or other project-specific terms for Project Services.

Project Services means defined, time-limited services provided to plan, design, develop, configure, migrate, test, launch, or deliver specific Deliverables within an agreed scope, schedule, and budget.

Revisions means reasonable changes or refinements to Deliverables requested by Client during an applicable review period, provided those changes remain within the approved scope, direction, and assumptions of the applicable Order. Revisions do not include new concepts, new features, changes in direction, new requirements, or requests that materially change the approved scope.

Service Order means an Order that authorizes Managed Services. A Service Order may describe the scope, term, fees, billing cycle, service levels, inclusions, exclusions, cancellation terms, or other managed-service details.

Services means all professional, creative, strategic, technical, development, implementation, support, managed, consulting, hosting, administration, advertising-management, and related services provided by Twirling Umbrellas under an applicable Order, including Project Services, Managed Services, and On-Demand Services.

Scope of Work means the description of Services, Deliverables, assumptions, inclusions, exclusions, responsibilities, milestones, timelines, fees, or other work details set out in an applicable Order.

Third-Party Materials means any stock imagery, fonts, icons, software, plugins, themes, libraries, frameworks, code, APIs, content, datasets, documentation, media, or other materials owned, licensed, provided, or controlled by a third party.

Third-Party Services means any software, platform, infrastructure, hosting environment, API, SaaS product, payment processor, advertising platform, analytics tool, productivity platform, plugin, licence, account, marketplace service, or other product or service provided by an independent third party and used, integrated, provisioned, administered, resold, recommended, or made available in connection with the Services or Deliverables.

Third-Party Terms means the terms, policies, licences, service descriptions, acceptable-use rules, data processing terms, privacy terms, platform rules, pricing terms, and other requirements established by third-party providers for Third-Party Materials or Third-Party Services.

Working Files means underlying, editable, source, draft, intermediate, administrative, or production files, including design files, source files, raw assets, internal documentation, notes, concepts, rejected options, prototypes, unpublished code, development environments, build files, configuration files, project files, and other materials used to create or support Deliverables. Working Files exclude Final Deliverables unless expressly included in an Order.

Written or In Writing means a communication or record in physical or electronic form that can be retained and retrieved, including signed documents, electronic signatures, email, proposal platforms, project-management systems, ticketing systems, online forms, and other written or electronic communications.

3. Project Services

Scope. Project Services are defined, time-limited engagements undertaken to plan, design, develop, configure, migrate, test, launch, or deliver specific Deliverables under an applicable Project Order. Each Project Order sets out the project-specific scope, Deliverables, assumptions, exclusions, timelines, fees, payment schedule, and any special terms that apply to that engagement.

Project Order Controls Project Details. We are responsible for providing the Project Services and Deliverables expressly described in the applicable Project Order. Any services, deliverables, features, integrations, content work, compliance work, migration work, testing, documentation, training, third-party costs, or other items not expressly included in the Project Order are excluded unless approved through a Change Order or another Order.

Reviews and Approvals. You will have an opportunity to review Deliverables at the review points identified in the applicable Project Order, or otherwise when we provide Deliverables for review. You agree to provide timely, clear, and consolidated feedback in the manner and format reasonably requested by us. Approval of a Deliverable, phase, design direction, technical direction, content structure, or other project item confirms your acceptance of that item and authorizes us to proceed with the next phase or related work.

Review Periods. Unless a different review period is stated in the applicable Project Order, you will provide feedback, Approval, or notice of any material issue within ten (10) Business Days after we provide a Deliverable for review. If you do not provide feedback, Approval, or notice of a material issue within the applicable review period, we may treat the Deliverable as approved, pause the Project, adjust the schedule, or proceed based on the information available to us.

Revisions. Unless otherwise stated in the applicable Project Order, we include up to two (2) rounds of Revisions for each Deliverable. Revisions are intended to refine the work based on the approved direction, scope, assumptions, and version provided. Revisions do not include new concepts, new features, new templates, new integrations, new content, changes in strategy, changes in direction, changes to approved architecture, or requests that materially change the approved scope or assumptions.

Out-of-Scope Requests. Requests that are outside the approved scope, inconsistent with approved direction, or based on new requirements, new information, changed priorities, or changed assumptions may require a Change Order, a new Order, or time-and-materials billing. We are not required to begin out-of-scope work unless it has been approved by an Authorized Representative.

Change Orders. Any change to the approved scope, Deliverables, assumptions, schedule, fees, service levels, responsibilities, or other project-specific terms may be handled through a Change Order. A Change Order may be approved by signature, email, project-management system, ticketing system, proposal acceptance, or another written or electronic communication. Each Change Order may describe the requested change, its impact on schedule or budget, and any associated fees. If you ask us to proceed before a final estimate or Change Order is prepared, we may bill the work on a time-and-materials basis at our then-current rates.

Acceptance. A Deliverable is accepted or deemed accepted, and is considered complete for that phase of the Project, when any of the following occurs, after which any further changes, additions, or modifications may require a Change Order, a new Order, or time-and-materials billing:

you provide Approval;

you use, publish, deploy, launch, or make the Deliverable available in a live or production environment;

you authorize us to proceed to the next phase of work based on the Deliverable;

you pay an invoice associated with the Deliverable without identifying a material issue; or

the applicable review period expires without you providing written notice of a material issue.

Material Issues. A material issue means a reproducible issue that causes a Deliverable to materially fail to conform to the applicable Project Order. A material issue does not include a preference change, change in direction, new requirement, content issue, third-party service issue, browser or device variation, unsupported environment, issue caused by Client Content, issue caused by Client or third-party modifications, or issue outside the approved scope.

Timelines and Dependencies. We will use commercially reasonable efforts to complete Project Services within the timeframes set out in the applicable Project Order. Project timelines depend on timely feedback, content, access, approvals, decisions, third-party cooperation, and other dependencies outside our sole control. Delays caused by late feedback, missing content, unavailable stakeholders, delayed approvals, scope changes, third-party issues, procurement delays, or other matters outside our reasonable control may require schedule adjustments, revised milestones, additional fees, or a Change Order. These adjustments will not be considered a breach of this MSA or the applicable Project Order.

Dormancy. Consistent communication is essential to maintaining project momentum. If a Project remains inactive for more than thirty (30) days because of delayed feedback, missing content, missing access, delayed approvals, unavailable stakeholders, unresolved client decisions, or other Client-side delays, we may consider the Project dormant. If a Project becomes dormant, we may remove it from our active production schedule, invoice for work completed to date, revise the schedule, require updated assumptions, and require a Change Order or restart fee before resuming work. Resuming a dormant Project will be subject to our team availability and may require additional work to review the Project, update dependencies, revisit decisions, refresh code, adjust designs, or re-plan the remaining work.

Standards and Compliance. We will perform Project Services in a professional and workmanlike manner consistent with reasonable industry standards for the type of work described in the applicable Project Order. Unless expressly stated in the applicable Project Order, Project Services do not include legal advice, regulatory advice, privacy compliance advice, security certification, accessibility certification, penetration testing, formal audit services, records management advice, procurement advice, or compliance certification. You are responsible for determining which legal, regulatory, accessibility, privacy, security, procurement, archival, records retention, industry-specific, and organizational requirements apply to you, your users, your content, your systems, and your use of the Deliverables. If specific compliance requirements apply, they must be identified in the applicable Project Order.

Accessibility. Where accessibility is included in the Project Order, we will use commercially reasonable efforts to design and develop the applicable Deliverables to materially align with the accessibility standard expressly identified in that Project Order as it applies to our scope of work at the time of delivery. Unless a specific accessibility standard is stated in the Project Order, we will apply reasonable accessibility practices for public website work, but we do not guarantee compliance with any specific accessibility law, regulation, guideline, or standard. Accessibility also depends on Client Content, third-party content, embedded tools, PDFs, documents, media, plugins, integrations, and ongoing maintenance after launch. You are responsible for ensuring that Client Content is written, structured, uploaded, maintained, and governed in an accessible manner.

Privacy and Data Protection. Where privacy-related features are included in the Project Order, we will implement the features expressly described in that Project Order. These may include items such as cookie notices, consent tools, privacy-policy links, form notices, data-flow support, analytics configuration, or related technical implementation. You are responsible for determining what privacy laws, notices, consents, retention rules, data governance practices, data residency requirements, access controls, and contractual obligations apply to your organization and your use of the Deliverables. We do not provide legal advice, privacy law advice, or regulatory compliance certification unless expressly stated in a separate written agreement. If we process Personal Information on your behalf in a manner that requires a data processing addendum, the applicable data processing addendum will apply only if incorporated into the applicable Order or otherwise agreed in writing.

Security. We will use commercially reasonable efforts to design and develop software Deliverables using generally accepted secure development practices appropriate for the scope and nature of the Project Services. Unless expressly stated in the Project Order, Project Services do not include penetration testing, vulnerability assessment, security audit, threat modelling, compliance certification, incident response, security monitoring, or managed security services. Ongoing security depends on hosting, maintenance, software updates, access controls, user behaviour, passwords, administrative practices, third-party services, plugins, integrations, and changes made after launch. You are responsible for maintaining secure access to the Deliverables, managing users and credentials, controlling administrator access, following security recommendations, and implementing any additional safeguards required by your organization or industry.

Search, Performance, and Discovery. Where included in the Project Order, we will use reasonable onsite search, performance, and discoverability practices appropriate for the scope of the Project Services. These may include items such as semantic markup, metadata, permalink structure, redirects, indexability, structured data, page performance, analytics setup, and related technical configuration. Search engines, advertising platforms, social platforms, AI-powered search tools, answer engines, and other discovery systems are operated by third parties and change over time. We do not guarantee specific search rankings, traffic levels, indexing, AI search inclusion, AI citations, conversions, leads, accessibility scores, page-speed scores, or other performance results unless expressly stated in the applicable Project Order.

Launch and Completion. A Project is considered complete upon delivery, launch, deployment, or acceptance of the final Deliverables, whichever occurs first. If launch, deployment, publication, or implementation is delayed for reasons outside our reasonable control, the Project may still be considered complete for billing, warranty, and scheduling purposes once we have substantially completed the scope described in the applicable Project Order. After a Project is complete, any additional support, changes, updates, troubleshooting, enhancements, or new features will require a Change Order, a new Order, On-Demand Services, or Managed Services.

Project Warranty. For ninety (90) days after final launch, delivery, or acceptance of software Deliverables, whichever occurs first, we will correct reproducible material defects in those software Deliverables that cause them to materially fail to conform to the applicable Project Order. Our sole obligation, and your sole remedy, under this Project Warranty is for us to use commercially reasonable efforts to correct the covered defect or provide a reasonable workaround. Warranty work does not extend the original warranty period. This Project Warranty applies only to software Deliverables created by us within the original approved scope. It does not apply to:

changes, modifications, or additions made by you or a third party;

issues caused by Client Content, incorrect information, missing content, or changed requirements;

Third-Party Services, Third-Party Materials, plugins, APIs, platforms, hosting environments, browsers, devices, operating systems, or software we do not control;

updates, releases, policy changes, outages, suspensions, or failures by third-party providers;

improper use, misuse, user error, insufficient maintenance, weak credentials, unauthorized access, or failure to follow our reasonable instructions;

new browser, server, device, operating system, security, accessibility, privacy, or platform requirements introduced after delivery;

compatibility with unsupported environments;

performance issues caused by hosting, traffic, third-party scripts, content, media, advertising tags, analytics tags, or external services;

security issues not caused by our breach of this MSA;

data loss, missing backups, or corrupted files; or

enhancements, new features, refinements, content changes, preference changes, or out-of-scope requests.

4. Managed Services

Scope. Managed Services are ongoing or recurring services provided by Twirling Umbrellas to support, maintain, manage, improve, host, administer, monitor, or operate Client’s digital presence, systems, platforms, campaigns, or related technology. Managed Services are provided only to the extent expressly described in an applicable Service Order, Project Order, renewal, approved request, or other Order.

Service Orders. Each Service Order may describe the applicable scope, term, fees, billing cycle, included services, exclusions, service levels, support channels, response targets, cancellation terms, third-party costs, licence requirements, and any special terms that apply to the Managed Services. If a service, feature, platform, licence, support level, response time, deliverable, or activity is not expressly included in the applicable Order, it is excluded unless approved through a Change Order, On-Demand Services request, or another Order.

Service Plans and Changes. We may update, rename, adjust, improve, discontinue, or replace Managed Services plans, tools, processes, included licences, support practices, hosting configurations, security practices, or third-party providers from time to time. We will use reasonable efforts to avoid materially reducing the core Managed Services you receive during a paid service term without notice. Changes to fees, material scope, or service levels will be handled through the applicable Service Order, renewal, notice process, or the “Changes to this MSA” section.

Client Responsibilities. Managed Services depend on Client’s cooperation and timely action. You are responsible for:

providing and maintaining accurate account, billing, administrative, technical, DNS, registrar, hosting, advertising, analytics, and platform information;

providing timely access, approvals, content, credentials, decisions, and instructions;

maintaining appropriate internal records, copies, archives, and backups of important content, data, files, licences, credentials, and business records;

ensuring that Client Content, Client Data, instructions, and use of the Managed Services comply with applicable laws, Third-Party Terms, policies, and rights of others;

maintaining secure passwords, multi-factor authentication, appropriate user permissions, and internal access controls;

promptly notifying us of suspected security issues, outages, errors, unauthorized access, account changes, billing issues, or other material concerns; and

paying all applicable fees, usage charges, third-party charges, advertising spend, renewal fees, taxes, and overages.

Hosting and Infrastructure. If hosting or infrastructure management is included in an applicable Order, we will use commercially reasonable efforts to provide or coordinate hosting services through our own systems or Third-Party Services. Hosting may depend on third-party infrastructure, networks, content delivery systems, DNS providers, security tools, software, plugins, APIs, and other systems outside our control. Unless a specific service level agreement is stated in the applicable Service Order, we do not guarantee uninterrupted availability, uptime, page speed, server response time, storage capacity, traffic capacity, bot filtering, email deliverability, search performance, or error-free operation. Temporary interruptions may occur for maintenance, upgrades, security work, resource constraints, third-party outages, traffic spikes, malicious activity, DNS issues, software updates, provider changes, or other operational reasons.

Resource Usage, Overages, and Abuse. Hosting and infrastructure services may be subject to resource limits, storage limits, bandwidth limits, visit limits, platform limits, fair-use limits, security rules, acceptable-use rules, and other provider requirements. If usage exceeds the limits included in the applicable Order, or if traffic, scripts, bots, integrations, files, media, plugins, or other activity create unreasonable load, risk, cost, or instability, we may recommend or require plan changes, additional fees, technical changes, traffic controls, rate limits, blocking, or other reasonable measures. We may suspend, restrict, or take emergency action where we reasonably believe it is necessary to protect security, availability, legal compliance, third-party systems, other clients, or the integrity of our services.

Support and Maintenance. If support and maintenance are included in an applicable Order, we will provide the support and maintenance services described in that Order. These may include activities such as applying software updates, reviewing technical issues, monitoring selected functionality, confirming forms or tracking, running scans, reviewing logs, coordinating plugin licences, troubleshooting, and providing technical support. Support and maintenance do not include new features, redesigns, content updates, copywriting, new templates, new integrations, code refactoring, modernization of legacy code, accessibility remediation, privacy compliance work, security audits, performance projects, SEO projects, analytics strategy, or other work outside the applicable Order unless approved separately.

Updates and Compatibility. We may apply software, plugin, theme, platform, server, PHP, WordPress, security, or dependency updates where included in the applicable Order or where reasonably required for security, compatibility, supportability, or platform stability. Updates may occasionally cause compatibility issues, visual changes, functionality changes, or conflicts with existing code, plugins, themes, integrations, or Third-Party Services. Troubleshooting and resolving such issues may be included or excluded depending on the applicable Order. Work outside the included scope may be billed as On-Demand Services or handled through a Change Order.

WebOps and Continuous Improvement. If WebOps or continuous improvement services are included in an applicable Order, we will provide ongoing strategic, creative, technical, content, design, development, analytics, SEO, performance, or consulting support as described in that Order. WebOps work is typically planned and prioritized collaboratively based on available budget, strategic priorities, analytics, technical needs, and team availability. Unless otherwise stated in the applicable Order, monthly allocations, retainers, or included hours do not roll over and must be used within the applicable billing period. WebOps does not guarantee specific traffic, ranking, conversion, accessibility, performance, revenue, engagement, or business results.

Digital Advertising. If digital advertising management is included in an applicable Order, we will provide the campaign management services described in that Order. These may include campaign setup, platform configuration, optimization, budget pacing, reporting, and performance review. Unless otherwise stated, you are responsible for owning or controlling the advertising accounts, maintaining valid payment methods, paying advertising spend and platform fees directly to the applicable provider, approving budgets, approving campaigns or creative, and complying with platform rules and applicable advertising laws. Advertising platforms are Third-Party Services. We do not control platform availability, approvals, disapprovals, suspensions, auction behaviour, algorithm changes, policy changes, targeting availability, reporting accuracy, attribution models, or campaign performance. We do not guarantee impressions, clicks, conversions, leads, donations, sales, revenue, cost per acquisition, return on ad spend, or other advertising outcomes. Campaign creative, landing pages, content strategy, brand strategy, media planning, public relations, crisis communications, community engagement, and organic social media management are excluded unless expressly included in the applicable Order.

Productivity Software and Resold Licences. If productivity software, SaaS licences, or other third-party subscriptions are provisioned, administered, or resold by us, your use of those products is governed by the applicable Third-Party Terms. This may include tools such as Google Workspace or other cloud-based productivity, collaboration, email, security, analytics, hosting, or software services. Third-party providers may change pricing, features, service levels, renewal rules, cancellation rules, reseller requirements, storage limits, security requirements, or product availability. You are responsible for all applicable subscription fees, renewal fees, taxes, usage charges, and provider-imposed charges. We may pass through provider changes, pricing changes, or administrative requirements as needed.

Domain Name Registration and DNS. If domain registration, renewal, transfer, or DNS management is included in an applicable Order, we will provide those services as a convenience to you. Unless otherwise stated, domains registered on your behalf are intended to be held for your benefit, subject to payment of all applicable fees and compliance with registrar requirements. You are responsible for maintaining accurate domain ownership, administrative, technical, billing, and contact information, and for paying all domain registration, renewal, transfer, redemption, and related fees. Domain names and DNS are subject to registrar rules, registry rules, ICANN policies, country-code registry rules, third-party provider requirements, propagation delays, expiration processes, and dispute procedures. We are not responsible for domain loss, suspension, transfer delays, DNS issues, downtime, email interruption, search impact, or service disruption caused by inaccurate information, unpaid fees, expired domains, third-party actions, registrar issues, registry issues, DNS changes, or matters outside our reasonable control. Upon request, and provided all outstanding fees have been paid, we will use reasonable efforts to transfer a domain registered on your behalf to an account you designate.

APIs, Integrations, and External Platforms. If we integrate, configure, administer, or facilitate access to third-party APIs, platforms, plugins, feeds, portals, CRMs, AMS systems, payment processors, analytics tools, identity providers, advertising platforms, maps, embedded tools, or other external systems, those systems are Third-Party Services governed by their Third-Party Terms. We do not control Third-Party Services and are not responsible for their availability, performance, pricing, compatibility, security, data handling, documentation, support, approvals, rate limits, usage limits, policy changes, authentication changes, API changes, outages, suspensions, or discontinuation. If a Third-Party Service changes or fails in a way that affects the Managed Services, additional work to investigate, adapt, replace, repair, or reconfigure the affected services may be billed as On-Demand Services or handled through a Change Order unless expressly included in the applicable Order.

Backups and Data Recovery. If backup or restoration support is included in an applicable Order, we will use commercially reasonable efforts to maintain or coordinate backup tools and assist with restoration where appropriate. No backup system is perfect, and backups may be incomplete, corrupted, outdated, unavailable, incompatible, or affected by the same issue that caused the interruption or data loss. Backups are not a substitute for your own independent copies, archives, records, source documents, media files, licences, credentials, exports, accounting records, legal records, compliance records, or other critical information. Unless expressly stated in an applicable Order, we do not guarantee backup frequency, retention period, restoration time, restoration point, data integrity, full recovery, or continuous availability.

Security. If security-related Managed Services are included in an applicable Order, we will provide the security-related services described in that Order. These may include selected updates, scans, monitoring, firewall configuration, access recommendations, log review, or other technical safeguards. Unless expressly stated in an applicable Order, Managed Services do not include managed security services, penetration testing, vulnerability assessments, incident response, forensic investigation, compliance certification, security audits, 24/7 monitoring, or guaranteed prevention of unauthorized access, malware, data loss, spam, phishing, denial-of-service attacks, or other security incidents. Security also depends on your users, passwords, multi-factor authentication, access controls, account management, internal policies, third-party services, hosting configuration, software updates, content practices, and administrative decisions.

Support Channels and Response Times. We will provide support through the channels identified in the applicable Order or otherwise made available by us. Unless a specific service level agreement is included in the applicable Order, we do not guarantee specific response times, resolution times, availability windows, after-hours coverage, or emergency support. We may prioritize requests based on severity, business impact, security risk, client commitments, team availability, dependencies, and other reasonable factors. Requests requiring expedited turnaround, after-hours work, weekend work, or priority handling may be subject to rush rates or separate approval.

Exclusions. Unless expressly included in an applicable Order, Managed Services do not include:

new features, redesigns, new templates, new integrations, or major enhancements;

content writing, content entry, content migration, media production, or document remediation;

accessibility audits, legal compliance reviews, privacy impact assessments, security audits, penetration tests, or formal certification work;

modernization, refactoring, rebuilding, or replacement of legacy code, plugins, integrations, themes, or systems;

troubleshooting caused by Client changes, third-party changes, unsupported software, unmanaged plugins, unmanaged hosting, or unauthorized modifications;

account recovery, domain recovery, platform reinstatement, or remediation caused by unpaid fees, expired services, lost credentials, policy violations, or provider suspension;

public relations, crisis management, community engagement, or social media moderation;

guaranteed search, advertising, performance, accessibility, uptime, conversion, or business outcomes; or

any services, tasks, deliverables, platforms, or responsibilities not included in the applicable Order.

Limitations. We will perform Managed Services in a professional and workmanlike manner consistent with reasonable industry standards for the services expressly included in the applicable Order. Managed Services may depend on Third-Party Services, Client Content, Client Data, existing codebases, prior implementation decisions, plugins, integrations, hosting environments, user behaviour, credentials, and other factors outside our control. We do not guarantee uninterrupted operation, error-free performance, continuous security, compatibility with all third-party systems, specific business outcomes, specific search rankings, specific advertising results, or specific performance scores unless expressly stated in the applicable Order.

5. On-Demand Services

Scope. On-Demand Services are ad hoc, one-time, hourly, or time-based services provided at Client’s request outside the defined scope of a Project Order or Managed Services plan, or in addition to an existing Order. On-Demand Services may include minor updates, troubleshooting, consultation, configuration, investigation, technical assistance, content updates, plugin or platform support, bug review, accessibility review, analytics support, hosting support, or other stand-alone tasks.

Authorization. Client may request or approve On-Demand Services by email, project-management system, ticketing system, support request, online form, meeting follow-up, purchase confirmation, or other written or electronic communication. We may treat a request or approval from an Authorized Representative as authorization to perform and bill the requested work under this MSA.

Acceptance by Conduct. If Client requests On-Demand Services after receiving notice that this MSA applies, Client’s request, approval, continued instruction, payment of an invoice, or use of the resulting work constitutes acceptance of this MSA for those On-Demand Services.

No Obligation to Accept Requests. We may accept, decline, defer, prioritize, limit, or reclassify On-Demand Services requests at our discretion. We may require a Project Order, Service Order, Change Order, deposit, retainer, estimate approval, or separate authorization before beginning work where a request is complex, high-risk, time-sensitive, unclear, dependent on third parties, or larger than a typical ad hoc task.

Scheduling and Response. We will use commercially reasonable efforts to respond to and schedule On-Demand Services in a practical manner, based on urgency, risk, team availability, existing commitments, dependencies, and the nature of the request. Unless expressly stated in an applicable Order, On-Demand Services are not subject to guaranteed response times, resolution times, availability windows, service levels, after-hours coverage, or emergency support obligations.

Time-and-Materials Billing. Unless otherwise agreed in writing, On-Demand Services are billed on a time-and-materials basis at our then-current standard hourly rates, plus applicable taxes, expenses, third-party costs, and disbursements. Billable time may include investigation, planning, communication, meetings, project management, coordination, implementation, testing, deployment, documentation, troubleshooting, and related administrative or technical work reasonably required to complete or support the request.

Estimates. We may provide estimates for On-Demand Services for planning purposes. Unless expressly stated as fixed-fee pricing in writing, estimates are non-binding and final billing will reflect the actual time, materials, expenses, and third-party costs required. If we determine that a request is likely to exceed an estimate, we will use reasonable efforts to notify Client, but we are not required to stop work unless Client specifically instructs us to do so.

Rush and After-Hours Work. Requests requiring expedited turnaround, priority handling, after-hours work, weekend work, holiday work, or response times shorter than our normal availability may be subject to rush rates, minimum charges, or separate approval. We are not obligated to provide rush or after-hours work unless we expressly agree to do so.

Client Responsibilities. Client is responsible for providing timely access, credentials, approvals, instructions, content, context, technical information, administrative permissions, and third-party cooperation needed for us to perform On-Demand Services. Delays, missing information, unclear instructions, lack of access, third-party issues, or changes in direction may increase fees or delay completion.

Existing Systems and Third-Party Dependencies. On-Demand Services often involve existing websites, codebases, hosting environments, plugins, themes, APIs, integrations, accounts, platforms, content, or Third-Party Services that we may not have created, selected, configured, or maintained. We are not responsible for underlying issues, legacy conditions, unsupported software, third-party outages, third-party policy changes, data loss, account suspensions, expired licences, missing credentials, unmanaged changes, or other conditions outside our reasonable control.

Live-Site Work. Client acknowledges that On-Demand Services may involve changes to live websites, production systems, third-party platforms, DNS, hosting settings, analytics, advertising accounts, forms, integrations, or other active systems. We will use reasonable care when performing live-site work, but changes may cause unexpected effects, interruptions, compatibility issues, caching issues, tracking changes, display issues, email issues, search impacts, or other operational consequences. Additional work to investigate, reverse, repair, or adjust such issues may be billed as On-Demand Services unless caused by our breach of this MSA.

Scope Growth. If an On-Demand Services request expands beyond the original request, requires broader planning, involves multiple stakeholders, introduces new features, requires design or development discovery, creates material risk, or becomes more substantial than expected, we may pause the work and require a Project Order, Service Order, Change Order, revised estimate, or additional approval before continuing.

Deliverables. Unless expressly agreed in writing, On-Demand Services do not include formal Deliverables, source files, documentation, training materials, strategy reports, accessibility reports, security reports, audit reports, acceptance testing, or warranty periods. Any files, code, configurations, fixes, updates, notes, recommendations, or other outputs created through On-Demand Services are provided as part of the specific task performed.

Limitations. On-Demand Services are intended for specific tasks and do not create an ongoing support, maintenance, monitoring, hosting, security, warranty, service-level, or managed-service obligation. Any subsequent work, enhancements, refinements, fixes, support, monitoring, maintenance, or related requests will be treated as new On-Demand Services unless covered by an applicable Project Order, Service Order, Change Order, or Managed Services plan.

Standard of Performance. We will perform On-Demand Services in a professional and workmanlike manner consistent with reasonable industry standards for the type of task requested. On-Demand Services are not subject to the Project Warranty unless expressly stated in an applicable Order.

6. Fees

Fees. Client will pay the fees, expenses, third-party costs, taxes, and other charges set out in the applicable Order, together with any other Services requested, approved, or authorized by Client under this MSA. All fees are in Canadian dollars (CAD) unless the applicable Order states otherwise.

Taxes. Fees are exclusive of applicable taxes unless expressly stated otherwise. Client is responsible for all applicable taxes, including GST, HST, PST, and other sales, use, value-added, withholding, or similar taxes, duties, or charges. If Client is exempt from any tax, Client must provide valid exemption documentation before the applicable invoice is issued.

Fixed Fees. If an Order states that Services are provided for a fixed fee, that fixed fee applies only to the scope, assumptions, Deliverables, timeline, responsibilities, and exclusions described in that Order. Any work outside that approved scope may require a Change Order, a new Order, or time-and-materials billing.

Time-and-Materials Fees. Unless otherwise agreed in writing, On-Demand Services, out-of-scope work, troubleshooting, consultation, investigation, third-party coordination, and other time-based work will be billed on a time-and-materials basis at our then-current standard hourly rates. Billable time may include planning, research, meetings, communication, project management, implementation, testing, deployment, documentation, troubleshooting, and related administrative or technical work reasonably required to perform the Services.

Hourly Rates. Our standard hourly rates may be updated from time to time. Updated rates apply to Services requested, approved, renewed, or continued after the updated rates take effect. Unless otherwise stated in an applicable Order, updated rates do not change fixed fees for active Project Services already approved under a fixed-fee Project Order.

Rush Work. Requests requiring expedited turnaround, priority handling, after-hours work, weekend work, holiday work, or response times shorter than our normal availability may be subject to rush rates, minimum charges, or separate approval. Unless otherwise agreed in writing, rush work is billed at one and a half times (1.5x) our then-current standard hourly rates. We are not obligated to provide rush or after-hours work unless we expressly agree to do so.

Expenses and Disbursements. Unless otherwise stated in an applicable Order, our fees include ordinary internal expenses incurred at our discretion in performing the Services. External expenses, disbursements, and production costs may be billed separately. These may include photography, videography, illustration, copywriting, translation, printing, travel, stock imagery, fonts, artwork licences, plugin licences, software subscriptions, API fees, hosting fees, domain fees, advertising spend, courier fees, third-party contractors, and other third-party or production costs.

Third-Party Costs. Client is responsible for all Third-Party Services, Third-Party Materials, licences, subscriptions, renewals, usage fees, platform fees, transaction fees, advertising spend, domain fees, hosting fees, and other provider charges required for or related to the Services, unless expressly included in an applicable Order. Third-party pricing, terms, availability, renewal rules, cancellation rules, usage limits, and billing requirements may change at any time. We may pass through third-party price changes, taxes, fees, usage charges, and provider-imposed costs.

Estimates. We may provide estimates, budgets, or ranges for planning purposes. Unless expressly stated as fixed-fee pricing in an Order, estimates are non-binding and final billing will reflect the actual time, materials, expenses, and third-party costs required. If we determine that a request is likely to exceed an estimate, we will use reasonable efforts to notify Client, but we are not required to stop work unless Client specifically instructs us to do so.

Deposits and Retainers. Unless otherwise stated in an applicable Order, Project Services require a deposit of fifty percent (50%) of the total project fee before work begins. Deposits reserve team capacity, allow us to schedule the work, and are credited against the applicable project fees. Unless otherwise stated in the applicable Order, deposits are non-refundable to the fullest extent permitted by law.

Payment Schedule. The payment schedule for Project Services will be set out in the applicable Project Order. If no payment schedule is stated, fifty percent (50%) is due as a deposit before work begins, and the remaining balance is due upon completion, launch, delivery, or deemed completion, whichever occurs first. Managed Services are billed in advance at the start of each billing period unless otherwise stated in the applicable Service Order. On-Demand Services are billed upon completion or at reasonable intervals, at our discretion.

Milestone Billing and Client Delays. If an invoice is tied to a milestone, phase, delivery, launch, or completion event, we may issue the invoice when the applicable milestone is reached, the Deliverable is accepted or deemed accepted, the Project is launched, the Project is substantially complete, or the remaining work is delayed for reasons outside our reasonable control. Client-side delays, including delayed feedback, missing content, missing access, delayed approvals, procurement delays, or postponed launch, do not delay payment for work completed or substantially completed.

Invoices. Invoices are due within thirty (30) days of the invoice date unless the applicable Order states otherwise. Client will pay invoices without set-off, deduction, or withholding, except to the extent required by law or expressly agreed in writing.

Invoice Disputes. If Client reasonably disputes an invoice, Client must notify us in writing within ten (10) Business Days after receiving the invoice, identify the disputed amount, and explain the basis for the dispute in reasonable detail. Client must pay all undisputed amounts when due. If Client does not dispute an invoice within that period, the invoice will be deemed accepted.

Late Payments. Amounts not paid when due will accrue interest at the rate of two percent (2%) per month, compounded monthly, from the due date until paid in full, or the maximum rate permitted by law, whichever is lower. Client is also responsible for reasonable collection costs, legal fees, chargeback fees, bank fees, and other costs we incur in recovering overdue amounts.

Suspension for Non-Payment. If any amount is overdue, we may suspend, pause, restrict, withhold, or discontinue Services, Deliverables, licences, transfers, support, hosting, maintenance, domain management, third-party administration, or other work until all overdue amounts are paid. We will use reasonable efforts to provide notice before suspending Services, but we may act without advance notice where delay could create operational, security, legal, financial, or third-party service risk.

Effect of Suspension. We are not responsible for delays, downtime, data loss, missed deadlines, service interruptions, search impact, advertising impact, lost opportunities, third-party charges, or other consequences resulting from suspension, non-payment, expired payment methods, overdue invoices, or Client’s failure to maintain required third-party accounts, subscriptions, licences, or payment methods.

Payment as Condition of Transfer. All licences, assignments, transfers, releases, launches, migrations, domain transfers, file transfers, account transfers, and ownership rights that are conditioned on payment are subject to receipt of payment in full, including all applicable fees, taxes, expenses, interest, third-party costs, and other charges.

Continuing Payment Obligations. Termination, suspension, project dormancy, cancellation, or expiration of Services does not relieve Client of responsibility for fees, expenses, taxes, third-party costs, interest, or other amounts incurred before the effective date of termination, suspension, dormancy, cancellation, or expiration.

Purchase Orders. Client purchase orders are accepted for billing and administrative convenience only. Purchase order terms do not amend, replace, or override this MSA or any Order unless expressly accepted in writing by Twirling Umbrellas.

7. Responsibilities

Our Responsibilities. We will perform the Services described in each applicable Order in a professional and workmanlike manner consistent with reasonable industry standards for the type of Services provided. We will use commercially reasonable efforts to communicate clearly, manage the work responsibly, identify material issues that may affect quality, scope, timing, or budget, and collaborate with Client on reasonable solutions where project conditions change.

Professional Judgment. Client acknowledges that digital strategy, design, development, hosting, support, maintenance, advertising, accessibility, performance, privacy implementation, security implementation, and related work often require professional judgment, technical trade-offs, and practical decisions. We may select, recommend, change, or adjust tools, methods, frameworks, libraries, plugins, hosting approaches, development practices, workflows, or implementation details where we reasonably believe doing so will support the Services, improve quality, reduce risk, increase efficiency, or respond to changing technical conditions.

Changes Affecting Scope, Fees, or Timeline. If a recommended or required change materially affects approved scope, fees, Deliverables, assumptions, service levels, or timelines, we will discuss the issue with Client and, where appropriate, proceed through a Change Order, revised Order, approved On-Demand Services request, or other written or electronic authorization.

Client Responsibilities. Successful delivery of the Services depends on Client’s active participation, timely decisions, and accurate information. Client is responsible for:

providing timely access, credentials, content, files, data, information, approvals, feedback, decisions, instructions, and other materials reasonably required for the Services;

ensuring that Client Content, Client Data, instructions, materials, and approvals are accurate, complete, current, lawful, and appropriate for use;

coordinating Client’s internal stakeholders, leadership, board members, committees, procurement teams, legal advisers, IT teams, communications teams, subject-matter experts, and third-party vendors;

providing clear, timely, and consolidated feedback during review periods;

reviewing Deliverables, invoices, assumptions, timelines, and project communications promptly;

identifying legal, regulatory, procurement, accessibility, privacy, security, records management, data residency, industry-specific, organizational, or technical requirements that apply to Client or the Services;

obtaining any internal approvals, board approvals, procurement approvals, budget approvals, legal approvals, or third-party approvals required for the Services;

maintaining appropriate internal records, copies, archives, backups, credentials, licences, subscriptions, and access controls;

paying all fees, expenses, taxes, third-party costs, and other amounts when due; and

using the Services and Deliverables in accordance with this MSA, applicable Orders, Third-Party Terms, and applicable law.

Client Content and Materials. Client is responsible for all Client Content and Client Data. Client represents that it owns or has obtained all rights, permissions, licences, consents, releases, and approvals required for us to use, copy, modify, display, publish, host, process, transmit, and incorporate Client Content and Client Data in connection with the Services and Deliverables.

Legal and Compliance Requirements. Client is responsible for determining which laws, regulations, standards, policies, sector requirements, procurement rules, accessibility requirements, privacy requirements, security requirements, records requirements, archival requirements, and data governance obligations apply to Client, Client Content, Client Data, Client’s users, and Client’s use of the Services and Deliverables. We do not provide legal advice, regulatory advice, privacy law advice, procurement advice, accessibility certification, security certification, or compliance certification unless expressly stated in a separate written agreement.

Access, Credentials, and Security. Client is responsible for maintaining secure passwords, multi-factor authentication, administrative access, user permissions, account recovery information, domain records, registrar access, hosting access, advertising accounts, analytics accounts, CRM accounts, third-party platforms, and other systems used in connection with the Services. Client will promptly notify us of any suspected unauthorized access, credential compromise, security issue, domain issue, payment issue, account suspension, or other material concern.

Authorized Representatives. We may rely on Approvals, instructions, content, access, credentials, requests, and decisions provided by an Authorized Representative. Client is responsible for identifying any limits on an Authorized Representative’s authority in writing before we rely on that person’s instructions or approvals. Unless we receive written notice of such limits, we may treat communications from an Authorized Representative as authorized by Client.

Third-Party Vendors and Internal Teams. Client is responsible for the acts, omissions, delays, decisions, systems, content, access, credentials, and work of Client’s employees, contractors, consultants, vendors, agencies, IT providers, hosting providers, software providers, procurement teams, legal advisers, and other third parties engaged by or acting on behalf of Client. Delays or issues caused by those parties may affect scope, fees, timelines, launch dates, performance, availability, or Deliverables.

Existing Systems. Client acknowledges that Services may involve existing websites, platforms, codebases, content, plugins, themes, integrations, hosting environments, domains, DNS records, analytics accounts, advertising accounts, CRMs, AMS systems, third-party tools, or other systems that we did not create, select, configure, or maintain. We are not responsible for pre-existing conditions, legacy issues, undocumented functionality, unsupported software, third-party changes, prior implementation decisions, missing records, missing credentials, or inherited technical debt unless expressly included in the applicable Order.

Delays and Impact. If Client does not provide required content, access, feedback, approvals, decisions, or information on time, or if Client changes direction, changes requirements, delays launch, adds stakeholders, or introduces new dependencies, we may adjust timelines, pause work, reallocate team capacity, invoice for work completed, require a Change Order, or bill additional work on a time-and-materials basis. These adjustments will not be considered a breach of this MSA or any applicable Order.

Accuracy of Information. We are entitled to rely on the accuracy and completeness of information, instructions, data, assumptions, approvals, and materials provided by or on behalf of Client. We are not responsible for errors, delays, rework, compliance issues, performance issues, or other consequences caused by inaccurate, incomplete, outdated, misleading, or late information.

No Obligation to Verify Client Materials. Unless expressly stated in an applicable Order, we are not responsible for independently verifying the accuracy, legality, accessibility, privacy compliance, security compliance, ownership, permissions, grammar, spelling, factual accuracy, completeness, or suitability of Client Content, Client Data, instructions, policies, documents, legal terms, procurement materials, or other materials provided by Client.

Cooperation. Each Party will cooperate reasonably and in good faith to support the successful performance of the Services. This includes responding to reasonable requests, identifying issues promptly, and working together to resolve practical problems that arise during the engagement.

8. Relationship of the Parties

Independent Contractor. Twirling Umbrellas is an independent contractor. Nothing in this MSA or any Order creates an employment, partnership, joint venture, fiduciary, franchise, agency, or similar relationship between the Parties.

Manner of Performance. Subject to the applicable Order, Twirling Umbrellas will determine the manner, means, methods, tools, personnel, systems, workflows, processes, and technical approach used to perform the Services. Client may provide requirements, feedback, approvals, and reasonable direction regarding outcomes, priorities, and Deliverables, but Client will not control the day-to-day work, staffing, methods, or internal operations of Twirling Umbrellas.

No Authority to Bind. No Party has authority to bind another Party, enter into agreements on another Party’s behalf, incur obligations on another Party’s behalf, make representations on another Party’s behalf, or act as another Party’s agent except as expressly stated in this MSA or an applicable Order.

Taxes, Benefits, and Employment Obligations. Each Party is responsible for its own taxes, insurance, employee compensation, contractor payments, statutory remittances, employment standards obligations, workplace policies, benefits, and other obligations relating to its own personnel, contractors, and operations.

Subcontractors and Service Providers. Twirling Umbrellas may engage employees, contractors, subcontractors, consultants, suppliers, and service providers to assist in providing the Services. Twirling Umbrellas remains responsible for the Services performed by its subcontractors under this MSA, subject to the limitations, exclusions, and Third-Party Terms that apply to the Services.

Third-Party Services. The use, integration, resale, administration, configuration, or recommendation of Third-Party Services does not make Twirling Umbrellas responsible for the acts, omissions, availability, performance, security, pricing, policies, or legal compliance of the third-party provider. Third-Party Services remain governed by their applicable Third-Party Terms.

Non-Exclusivity. This MSA is non-exclusive. Client may engage other providers to perform similar or related services. Twirling Umbrellas may provide similar or related services to other clients, including clients in the same or similar industries, provided that Twirling Umbrellas complies with its confidentiality obligations under this MSA.

No Restriction on General Skills and Knowledge. Nothing in this MSA prevents Twirling Umbrellas from using general skills, experience, ideas, know-how, methods, processes, tools, templates, workflows, code patterns, design patterns, technical approaches, or knowledge developed or acquired in the course of providing Services, provided that Twirling Umbrellas does not use or disclose Client’s Confidential Information in breach of this MSA.

No Solicitation. During the term of the applicable Services and for twelve (12) months after those Services end, Client will not directly solicit for employment or engagement any employee or contractor of Twirling Umbrellas, without Twirling Umbrellas’ prior written consent.

Reasonableness. Client acknowledges that the restriction in section 8.9 is intended to protect Twirling Umbrellas’ legitimate interest in maintaining its team, contractor relationships, client relationships, and service capacity, and that the restriction is reasonable in scope, duration, and application.

9. Representations and Warranties

Mutual Authority. Each Party represents that it has the legal power and authority to enter into this MSA and each applicable Order, to perform its obligations, and to grant the rights and approvals it grants under this MSA and each applicable Order.

Authority of Signers and Approvers. Each Party represents that any person who signs, accepts, approves, authorizes, or submits an Order, Change Order, support request, ticket, email approval, payment, instruction, or other written or electronic authorization on its behalf has authority, or reasonably appears to have authority, to do so.

Client Content and Client Data. Client represents and warrants that:

Client owns or has obtained all rights, permissions, licences, consents, releases, and approvals required for Twirling Umbrellas to use, copy, modify, display, publish, host, process, transmit, store, and incorporate Client Content and Client Data in connection with the Services and Deliverables;

Client Content, Client Data, instructions, approvals, and materials provided by or on behalf of Client do not infringe, misappropriate, or violate any Intellectual Property Rights, privacy rights, confidentiality rights, publicity rights, contractual rights, or other rights of any person or organization;

Client Content, Client Data, instructions, approvals, and materials provided by or on behalf of Client are accurate, complete, lawful, and appropriate for their intended use;

Client has provided all notices and obtained all consents, authorizations, and legal bases required for the collection, use, disclosure, transfer, hosting, processing, and storage of Personal Information in connection with the Services and Deliverables; and

Client’s use of the Services and Deliverables will comply with applicable laws, regulations, policies, Third-Party Terms, and rights of others.

Client Systems and Access. Client represents and warrants that it has the right to provide Twirling Umbrellas with access to any website, hosting environment, domain, DNS account, registrar account, advertising account, analytics account, CRM, AMS, LMS, email platform, productivity platform, repository, API, integration, database, software, file, system, or Third-Party Service that Client asks Twirling Umbrellas to access, use, configure, support, migrate, integrate, administer, or modify.

No Harmful Materials. Client represents that, to the best of Client’s knowledge, Client Content, Client Data, systems, files, access credentials, and materials provided to Twirling Umbrellas will not knowingly contain viruses, malware, malicious code, unlawful content, infringing content, or materials intended to compromise, disrupt, or harm Twirling Umbrellas, its systems, its service providers, its personnel, its clients, or any third party.

Services Warranty. Twirling Umbrellas represents and warrants that it will perform the Services in a professional and workmanlike manner consistent with reasonable industry standards for the type of Services expressly included in the applicable Order.

Deliverables Warranty. Subject to Client’s full payment of all applicable fees, Twirling Umbrellas represents and warrants that, to the best of its knowledge, the Final Deliverables created by Twirling Umbrellas and delivered under an applicable Project Order will not knowingly infringe a third party’s Canadian copyright or trademark rights.

Exclusions from Deliverables Warranty. The warranty in section 9.7 does not apply to:

Client Content, Client Data, instructions, requirements, specifications, approvals, or materials provided by or on behalf of Client;

Third-Party Services, Third-Party Materials, open-source software, plugins, themes, libraries, frameworks, APIs, platforms, stock assets, fonts, or other third-party materials;

Agency Tools;

modifications, combinations, configurations, or uses of Deliverables not made or expressly approved by Twirling Umbrellas;

use of Deliverables after Client has been notified of a potential infringement issue and has failed to follow reasonable instructions;

Client’s continued use of a superseded version of a Deliverable after Twirling Umbrellas has provided a non-infringing replacement, workaround, or modification;

claims arising from Client’s industry, business model, products, services, regulated activities, or use of the Deliverables; or

claims arising from facts, content, data, or materials that Twirling Umbrellas could not reasonably identify as infringing based on the information available at the time of delivery.

Third-Party Services and Materials. Twirling Umbrellas does not warrant or guarantee Third-Party Services, Third-Party Materials, open-source software, plugins, themes, libraries, frameworks, APIs, hosting platforms, advertising platforms, analytics tools, productivity platforms, payment processors, identity providers, stock assets, fonts, or other third-party products or services. Those items are governed by their own Third-Party Terms and are provided by their respective providers.

No Legal, Compliance, Accessibility, Privacy, or Security Warranty. Unless expressly stated in an applicable Order, Twirling Umbrellas does not warrant or guarantee that the Services or Deliverables will satisfy any specific legal, regulatory, procurement, accessibility, privacy, security, records-management, archival, data-residency, sector-specific, or compliance requirement. Client is responsible for determining which requirements apply to Client and for obtaining legal, privacy, security, accessibility, procurement, or other professional advice where appropriate.

No Results Guarantee. Twirling Umbrellas does not warrant or guarantee specific business outcomes, revenue, donations, membership growth, search rankings, search visibility, AI search visibility, traffic, conversions, leads, engagement, performance scores, accessibility scores, page-speed scores, uptime, advertising results, return on ad spend, or other outcomes unless expressly stated in an applicable Order.

Disclaimer of Other Warranties. Except as expressly stated in this MSA or an applicable Order, the Services, Deliverables, Agency Tools, Third-Party Services, Third-Party Materials, recommendations, resources, and related materials are provided “as is” and “as available.” To the fullest extent permitted by law, Twirling Umbrellas disclaims all other warranties, representations, conditions, and guarantees, whether express, implied, statutory, or otherwise, including implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, availability, performance, security, compatibility, and uninterrupted operation.

Exclusive Remedies. Client’s remedies for breach of any warranty are limited to the remedies expressly stated in this MSA, the applicable Order, or applicable law that cannot be excluded. For software Deliverables covered by the Project Warranty, Client’s sole remedy is the correction or reasonable workaround described in the Project Services section.

10. Confidential Information

Confidential Information. Each Party may receive Confidential Information from the other Party in connection with this MSA, an Order, or the Services. Confidential Information includes information that is identified as confidential or that a reasonable person would understand to be confidential based on the nature of the information or the circumstances of disclosure.

Confidentiality Obligations. The Party receiving Confidential Information will:

use the Confidential Information only as reasonably necessary to perform, receive, administer, support, or enforce this MSA, the applicable Order, or the Services;

protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of a similar nature, and in no case less than reasonable care;

not disclose the Confidential Information except as permitted by this MSA, the applicable Order, or the disclosing Party’s written consent; and

limit access to Confidential Information to personnel, contractors, subcontractors, professional advisers, service providers, and representatives who need access for a permitted purpose and who are subject to confidentiality obligations or professional duties of confidentiality.

Permitted Disclosures. Twirling Umbrellas may disclose Client’s Confidential Information to its employees, contractors, subcontractors, consultants, service providers, hosting providers, software providers, professional advisers, insurers, and other representatives where reasonably necessary to provide, administer, secure, support, improve, or enforce the Services, provided that such disclosure is consistent with this MSA and any applicable Order.

Exclusions. Confidential Information does not include information that the receiving Party can demonstrate:

is or becomes publicly available through no breach of this MSA;

was already known to the receiving Party without confidentiality restrictions before receiving it from the disclosing Party;

is lawfully received from a third party without confidentiality restrictions;

is independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information; or

is approved for release by the disclosing Party in writing.

Required Disclosure. The receiving Party may disclose Confidential Information where required by law, court order, subpoena, regulator, stock exchange rule, professional obligation, or other legal process, provided that, where legally permitted and reasonably practical, the receiving Party gives the disclosing Party prompt notice and reasonable cooperation so the disclosing Party may seek confidential treatment, protective order, or other appropriate remedy.

Personal Information and Data Processing. If Twirling Umbrellas processes Personal Information on Client’s behalf as part of the Services, that processing will be governed by this MSA, the applicable Order, and any applicable data processing addendum incorporated into the applicable Order or made applicable to the Services. Where a data processing addendum applies, it will govern the processing of Personal Information on Client’s behalf to the extent of any conflict with this MSA. Personal Information that Twirling Umbrellas collects or uses for its own business purposes, such as account administration, billing, CRM records, marketing communications, security, analytics, and business relationship management, is governed by Twirling Umbrellas’ Privacy Policy rather than a client data processing addendum.

Security of Confidential Information. Each Party will use reasonable administrative, technical, and physical safeguards appropriate to the sensitivity of the Confidential Information in its possession or control. No method of transmission or storage is completely secure, and neither Party guarantees absolute security.

Return or Destruction. Upon written request, or upon termination of the applicable Services, the receiving Party will return or destroy the disclosing Party’s Confidential Information within a reasonable time, subject to this MSA and applicable law. The receiving Party may retain copies of Confidential Information to the extent reasonably required for legal, tax, accounting, insurance, archival, backup, dispute resolution, compliance, security, or internal recordkeeping purposes, provided that retained information remains subject to the confidentiality obligations in this MSA.

Duration. The confidentiality obligations in this section continue for five (5) years after disclosure. For Confidential Information that constitutes a trade secret, highly sensitive security information, access credentials, or Personal Information, the confidentiality obligations continue for as long as the information remains confidential or protected by applicable law.

No Public Announcements. Neither Party will issue a press release or public announcement about the other Party or the Services without the other Party’s prior written consent, except as permitted under the Intellectual Property section for portfolio, case study, and client-list use.

Equitable Relief. Each Party acknowledges that unauthorized use or disclosure of Confidential Information may cause harm that cannot be adequately remedied by monetary damages alone. The disclosing Party may seek injunctive or equitable relief for any actual or threatened breach of this section, in addition to any other remedies available.

11. Intellectual Property

Client Content. Client retains all rights, title, and interest in Client Content and Client Data, subject to the rights granted to Twirling Umbrellas under this MSA and any applicable Order. Client grants Twirling Umbrellas a non-exclusive, worldwide, royalty-free licence to use, copy, modify, format, adapt, publish, display, host, transmit, process, and create derivative works from Client Content and Client Data solely as reasonably necessary to provide the Services, create the Deliverables, administer the relationship, comply with this MSA, and exercise Twirling Umbrellas’ rights under this MSA.

Final Deliverables. Subject to Client’s full payment of all applicable fees, expenses, taxes, interest, third-party costs, and other amounts owing, Twirling Umbrellas assigns to Client the Intellectual Property Rights that Twirling Umbrellas owns in the Final Deliverables created specifically for Client under the applicable Project Order, to the extent those rights are assignable and not excluded by this MSA or the applicable Order. This assignment applies only to the final, approved, client-specific Deliverables expressly included in the applicable Order. It does not include Agency Tools, Third-Party Services, Third-Party Materials, Working Files, rejected concepts, unused concepts, preliminary materials, internal processes, general know-how, reusable methods, reusable code, templates, libraries, frameworks, systems, or other items excluded by this MSA or the applicable Order.

Payment as Condition of Ownership Transfer. No assignment, transfer, licence expansion, release, migration, file delivery, domain transfer, or ownership right conditioned on payment will take effect until Twirling Umbrellas has received payment in full for all amounts owing in connection with the applicable Services, including fees, expenses, taxes, interest, third-party costs, and other charges. Until payment in full is received, Client receives only a limited, revocable licence to review and use Deliverables for evaluation, approval, and project purposes, unless otherwise stated in the applicable Order.

Agency Tools. Twirling Umbrellas retains all rights, title, and interest in Agency Tools. Agency Tools are not assigned or transferred to Client. To the extent Agency Tools are incorporated into Final Deliverables, and subject to Client’s full payment of all applicable amounts, Twirling Umbrellas grants Client a non-exclusive, perpetual, worldwide licence to use those Agency Tools solely as incorporated into the Final Deliverables for Client’s own business and organizational purposes. Client may permit its employees, contractors, hosting providers, maintenance providers, and other service providers to access and use the Agency Tools only as reasonably necessary to operate, host, maintain, support, modify, or use the Final Deliverables for Client’s benefit. Client may not extract, copy, resell, redistribute, sublicense, commercialize, publish, package, make available, or use Agency Tools separately from the Final Deliverables, or use Agency Tools to create a competing product, service, framework, template, code library, design system, or offering, without Twirling Umbrellas’ prior written consent.

Third-Party Services and Third-Party Materials. Deliverables may incorporate, depend on, connect to, or be used with Third-Party Services or Third-Party Materials. Third-Party Services and Third-Party Materials are governed by their own Third-Party Terms. Twirling Umbrellas does not assign, transfer, sublicense, or grant any rights to Third-Party Services or Third-Party Materials except to the extent Twirling Umbrellas has the right to do so. Client is responsible for complying with all Third-Party Terms and for paying any applicable licence fees, subscription fees, renewal fees, usage charges, and other provider costs unless expressly stated otherwise in an applicable Order. If a third-party licence, subscription, plugin, platform, API, font, stock asset, media asset, or other third-party item expires, changes, is suspended, is discontinued, becomes unavailable, or requires a new fee, replacement, or configuration, any related work or cost may be billed as On-Demand Services or handled through a Change Order unless expressly included in the applicable Order.

Open-Source Software. Deliverables may include or rely on open-source software. Open-source software is governed by its applicable open-source licence, and nothing in this MSA limits rights granted to Client under those licences. Where open-source licences apply, Client’s rights and obligations are subject to those licences. Twirling Umbrellas does not grant rights to open-source software beyond the rights available under the applicable open-source licence. For WordPress projects, this matters because WordPress states that the WordPress software is released under the GPLv2 or later.

Production Code. Where a website, application, theme, plugin, integration, or similar software Deliverable is included in a Project Order, the production code reasonably required to operate the delivered website, application, theme, plugin, integration, or software Deliverable will be treated as part of the Final Deliverables, subject to this MSA, applicable Third-Party Terms, open-source licences, and Agency Tool exclusions. Production code does not include internal development environments, deployment systems, build pipelines, unpublished prototypes, rejected code, experimental code, local configuration, internal documentation, source design files, administrative scripts, reusable libraries, development tools, or other Working Files unless expressly included in the applicable Order.

Working Files. Twirling Umbrellas retains ownership of Working Files unless an applicable Order expressly states otherwise. Twirling Umbrellas is not required to provide Working Files, editable source files, raw files, drafts, rejected concepts, internal notes, development environments, build files, unpublished code, project-management records, or internal documentation unless expressly included in the applicable Order. If Working Files are provided, they are provided “as is” for Client’s internal use only, unless the applicable Order states otherwise. Twirling Umbrellas is not responsible for supporting, documenting, updating, maintaining, or ensuring compatibility of Working Files unless expressly agreed in writing.

Moral Rights. To the extent that Twirling Umbrellas or its personnel, contractors, or subcontractors hold moral rights in Final Deliverables assigned or licensed to Client under this MSA, Twirling Umbrellas will waive, and will use reasonable efforts to obtain waivers of, those moral rights in favour of Client and Client’s authorized users to the extent reasonably necessary for Client to use, modify, publish, maintain, and adapt the Final Deliverables as permitted by this MSA and the applicable Order. This clause is important because, under Canada’s Copyright Act, moral rights may not be assigned, although they may be waived in whole or in part.

Modifications by Client or Third Parties. Client may modify Final Deliverables for Client’s own business and organizational purposes, subject to this MSA, applicable Third-Party Terms, open-source licences, and any restrictions in the applicable Order. Twirling Umbrellas is not responsible for defects, failures, security issues, accessibility issues, performance issues, compatibility issues, legal issues, data loss, downtime, or other consequences caused by modifications, additions, deletions, configurations, integrations, hosting changes, or other work performed by Client or third parties.

Portfolio and Case Study Rights. Unless an applicable Order states otherwise, or unless Client notifies Twirling Umbrellas in writing of a reasonable confidentiality, legal, procurement, safety, or regulatory restriction, Twirling Umbrellas may identify Client as a client and may display, describe, or reference non-confidential, publicly available aspects of the Services and Deliverables in its portfolio, case studies, proposals, award submissions, social media, presentations, marketing materials, and business development materials. Twirling Umbrellas will not intentionally disclose Client’s non-public Confidential Information in portfolio or case study materials without Client’s consent.

Client Marks. Client grants Twirling Umbrellas a limited, non-exclusive, royalty-free licence to use Client’s name, logo, trademarks, service marks, and brand materials solely as reasonably necessary to provide the Services, create the Deliverables, administer the relationship, and exercise the portfolio and case study rights permitted by this MSA. Twirling Umbrellas does not acquire ownership of Client’s trademarks, service marks, logos, or brand materials.

Feedback. If Client provides suggestions, ideas, recommendations, improvement requests, comments, or feedback about Twirling Umbrellas’ services, processes, tools, templates, products, code, workflows, or materials, Twirling Umbrellas may use that feedback without restriction or obligation, provided that Twirling Umbrellas does not disclose Client’s Confidential Information in breach of this MSA.

Reservation of Rights. Except for the rights expressly granted in this MSA or an applicable Order, each Party reserves all rights, title, and interest in its intellectual property. No rights are granted by implication, waiver, estoppel, or otherwise.

12. Indemnification

Indemnification by Client. Client will indemnify, defend, and hold harmless Twirling Umbrellas and its directors, officers, employees, contractors, subcontractors, agents, service providers, and representatives from and against any third-party claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or related to:

Client Content, Client Data, instructions, specifications, approvals, or materials provided, approved, or made available by or on behalf of Client;

Client’s breach of this MSA, an applicable Order, or any representation, warranty, or obligation under this MSA;

Client’s violation of applicable law, regulation, Third-Party Terms, privacy rights, confidentiality rights, Intellectual Property Rights, publicity rights, contractual rights, or other rights of any person or organization;

Client’s products, services, business operations, regulated activities, users, members, customers, employees, contractors, or stakeholders;

Client’s collection, use, disclosure, retention, hosting, processing, transfer, or management of Personal Information, except to the extent the claim is caused by Twirling Umbrellas’ breach of its express obligations under this MSA;

Client’s use of the Services or Deliverables in a manner not authorized by this MSA or the applicable Order;

modifications, additions, configurations, integrations, hosting changes, content changes, or other work performed by Client or a third party; or

Client’s failure to maintain required licences, subscriptions, permissions, consents, payment methods, access controls, security practices, backups, or records.

Indemnification by Twirling Umbrellas. Subject to Section 13, Twirling Umbrellas will indemnify, defend, and hold harmless Client and its directors, officers, employees, and representatives from and against any third-party claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of a third-party claim that the Final Deliverables, as created by Twirling Umbrellas and used by Client in accordance with this MSA and the applicable Order, infringe that third party’s Canadian copyright or trademark rights.

Exclusions from Twirling Umbrellas’ Indemnity. Twirling Umbrellas’ indemnity in Section 12.2 does not apply to claims arising out of or related to:

Client Content, Client Data, instructions, specifications, approvals, or materials provided, approved, or made available by or on behalf of Client;

Third-Party Services, Third-Party Materials, open-source software, plugins, themes, libraries, frameworks, APIs, platforms, stock assets, fonts, media, or other third-party materials;

Client’s use of the Deliverables outside the scope, purpose, or restrictions of this MSA or the applicable Order;

modifications, combinations, configurations, integrations, hosting changes, content changes, or other work not performed or expressly approved by Twirling Umbrellas;

continued use of a Deliverable after Twirling Umbrellas has provided a reasonable non-infringing replacement, modification, or workaround;

Client’s failure to use an update, replacement, modification, or workaround reasonably provided by Twirling Umbrellas;

claims based on Client’s industry, business model, products, services, regulated activities, users, members, customers, or legal obligations; or

claims arising from facts, materials, or requirements that Twirling Umbrellas could not reasonably identify as creating an infringement risk based on the information available at the time of delivery.

IP Claim Remedies. The remedies in this section are Client’s sole and exclusive remedies for infringement claims covered by Section 12.2. If a Deliverable is, or in Twirling Umbrellas’ reasonable opinion is likely to become, the subject of an infringement claim covered by Section 12.2, Twirling Umbrellas may, at its discretion and expense:

obtain the right for Client to continue using the affected Deliverable;

modify the affected Deliverable so that it is non-infringing;

replace the affected Deliverable with a reasonably comparable non-infringing alternative; or

terminate Client’s right to use the affected portion of the Deliverable and refund the portion of fees paid for that affected portion, less reasonable value for Client’s prior use.

Indemnification Procedure. Failure to provide prompt notice will relieve the indemnifying Party of its obligations only to the extent the delay materially prejudices the defence of the claim. A Party seeking indemnification will:

promptly notify the indemnifying Party in writing of the claim;

provide reasonable cooperation, information, and assistance;

allow the indemnifying Party to control the defence and settlement of the claim, provided that the indemnifying Party acts reasonably and diligently; and

take reasonable steps to mitigate loss.

Participation in Defence. The indemnified Party may participate in the defence of a claim with its own legal counsel at its own expense.

Settlement. The indemnifying Party may not settle a claim in a way that imposes any admission of fault, payment obligation, ongoing obligation, restriction, admission of liability, or non-monetary remedy on the indemnified Party without the indemnified Party’s prior written consent, not to be unreasonably withheld.

No Double Recovery. A Party may not recover the same loss more than once under this MSA, whether through indemnification, damages, refund, credit, warranty remedy, or any other remedy.

13. Limitation of Liability

Maximum Liability. To the fullest extent permitted by law, Twirling Umbrellas’ total aggregate liability for all claims, losses, damages, liabilities, costs, and expenses arising out of or related to this MSA, an applicable Order, the Services, the Deliverables, Third-Party Services, Third-Party Materials, or the parties’ relationship will not exceed:

for Project Services, the fees paid by Client to Twirling Umbrellas for the specific Project Order giving rise to the claim;

for On-Demand Services, the fees paid by Client to Twirling Umbrellas for the specific request or task giving rise to the claim;

for Managed Services, the fees paid by Client to Twirling Umbrellas for the affected Managed Services during the twelve (12) months immediately before the event giving rise to the claim; or

if no fees were paid for the affected Services, one hundred dollars (CAD $100).

Excluded Amounts. For the purpose of calculating the liability cap in Section 13.1, “fees paid” excludes taxes, expenses, disbursements, third-party costs, pass-through charges, advertising spend, domain fees, hosting fees, software licences, subscription fees, usage fees, transaction fees, and other amounts paid or payable to third parties, even if invoiced by Twirling Umbrellas.

No Indirect or Consequential Damages. To the fullest extent permitted by law, Twirling Umbrellas will not be liable for any indirect, incidental, special, consequential, exemplary, aggravated, or punitive damages, or for any loss of profit, revenue, goodwill, reputation, data, use, business opportunity, anticipated savings, contracts, donations, memberships, traffic, rankings, conversions, leads, advertising performance, or business interruption, arising out of or related to this MSA, an applicable Order, the Services, the Deliverables, Third-Party Services, Third-Party Materials, or the parties’ relationship, even if Twirling Umbrellas has been advised of the possibility of such damages.

Third-Party Services and Materials. Twirling Umbrellas is not liable for any loss, damage, claim, interruption, suspension, outage, data loss, security issue, price change, policy change, account restriction, account termination, feature change, compatibility issue, usage limit, rate limit, renewal issue, or other issue caused by or related to Third-Party Services, Third-Party Materials, third-party providers, open-source software, plugins, themes, APIs, platforms, registrars, hosting providers, advertising platforms, analytics tools, payment processors, identity providers, productivity tools, or other third-party products or services.

Existing Systems and Client-Side Causes. Twirling Umbrellas is not liable for any loss, damage, claim, delay, defect, data loss, interruption, security issue, accessibility issue, privacy issue, performance issue, compatibility issue, or other problem caused by or related to:

Client Content, Client Data, instructions, approvals, or materials;

inaccurate, incomplete, outdated, or late information provided by or on behalf of Client;

Client’s failure to provide timely access, content, feedback, approvals, credentials, or decisions;

changes, modifications, additions, deletions, configurations, integrations, hosting changes, or other work performed by Client or a third party;

existing websites, codebases, themes, plugins, integrations, hosting environments, domains, DNS records, accounts, platforms, or systems not created or maintained by Twirling Umbrellas under the applicable Order;

unsupported, outdated, modified, abandoned, or unmanaged software, plugins, platforms, or systems;

Client’s failure to maintain licences, subscriptions, payment methods, backups, access controls, passwords, multi-factor authentication, security practices, or administrative records; or

Client’s use of the Services or Deliverables outside the applicable Order, documentation, instructions, or intended purpose.

Data, Backups, and Recovery. Twirling Umbrellas is not liable for lost, corrupted, incomplete, unavailable, or unrecoverable data, files, content, records, analytics, form submissions, media, documents, backups, archives, credentials, or other information, except to the extent caused by Twirling Umbrellas’ breach of its express obligations under this MSA and subject to the liability cap in Section 13.1.

Basis of Liability. The limitations and exclusions in this section apply regardless of the legal theory or form of claim, including contract, tort, negligence, strict liability, misrepresentation, breach of statutory duty, indemnity, warranty, equity, restitution, or any other legal or equitable theory.

Multiple Claims. Multiple claims, events, breaches, defects, failures, or interruptions will not increase the applicable liability cap. The liability cap applies in the aggregate to all claims arising out of or related to the affected Order or Services.

Exceptions. Nothing in this MSA limits or excludes liability that cannot be limited or excluded under applicable law. Nothing in this section limits Client’s obligation to pay fees, expenses, taxes, third-party costs, interest, collection costs, or other amounts owing under this MSA or an applicable Order. Nothing in this section limits Client’s obligations under the indemnification, confidentiality, intellectual property, payment, or acceptable-use provisions of this MSA.

Higher Limits. If Client requires a higher liability cap, additional insurance, special security commitments, enhanced service levels, regulated-data commitments, or other risk allocation different from this MSA, those requirements must be expressly stated in an applicable Order and may require additional fees, revised scope, additional review, or separate written terms.

Essential Basis. Client acknowledges that the fees charged by Twirling Umbrellas reflect the allocation of risk in this MSA and the applicable Order, and that Twirling Umbrellas would not provide the Services on the same terms without the limitations and exclusions in this section.

14. Term and Termination

Term of this MSA. This MSA applies to Client beginning on the Effective Date for the first Order or Services accepted by Client under this MSA. It continues to apply to each applicable Order, the Services, the Deliverables, payment obligations, ownership and licence rights, confidentiality obligations, indemnities, limitations of liability, and any other obligations that survive termination, expiry, or completion.

Term of Orders. Each Order begins on its applicable Effective Date and continues until the Services under that Order are completed, expire, are cancelled, or are terminated in accordance with this MSA and the applicable Order.

Termination for Convenience. Unless the applicable Order states otherwise, either Party may terminate an Order for convenience by providing at least thirty (30) days’ written notice to the other Party. Termination for convenience does not relieve Client of responsibility for fees, expenses, taxes, third-party costs, non-cancellable commitments, work performed, work in progress, approved work, or other amounts incurred before the effective date of termination. If Twirling Umbrellas terminates an Order for convenience, Twirling Umbrellas will refund any prepaid fees for Services not performed, excluding non-refundable deposits, third-party costs, pass-through charges, and other amounts that are non-refundable or already committed, unless the applicable Order states otherwise.

Managed Services Cancellation. Unless the applicable Service Order states otherwise, Managed Services continue for the term stated in the Service Order. If no term is stated, Managed Services continue on a month-to-month basis until cancelled in accordance with this section. Managed Services may be cancelled by either Party by providing at least thirty (30) days’ written notice. Unless otherwise stated in the applicable Service Order, cancellation takes effect at the end of the then-current billing period. Prepaid Managed Services fees are not refundable unless expressly stated in the applicable Service Order. Third-party licences, subscriptions, renewals, hosting fees, domain fees, advertising spend, platform fees, usage charges, and other provider costs may be non-cancellable and non-refundable.

Minimum Terms and Commitments. If an Order includes a minimum term, minimum commitment, annual commitment, prepaid term, renewal term, non-cancellable subscription, termination fee, or other commitment, Client remains responsible for those amounts unless the applicable Order states otherwise.

On-Demand Services. Either Party may stop an On-Demand Services request that has not yet been completed. Client remains responsible for all work performed, time incurred, expenses, third-party costs, and commitments made before the work is stopped.

Termination for Cause. Either Party may terminate an affected Order for cause if the other Party materially breaches this MSA or the applicable Order and fails to remedy the breach within ten (10) Business Days after receiving written notice of the breach. Twirling Umbrellas may suspend or terminate affected Services immediately, with or without prior notice, if Twirling Umbrellas reasonably believes that:

Client has failed to pay overdue amounts;

Client’s use of the Services, Deliverables, Third-Party Services, or Third-Party Materials violates applicable law, this MSA, an Order, or Third-Party Terms;

Client’s conduct creates security, legal, operational, reputational, financial, or technical risk;

Client has provided unlawful, harmful, infringing, misleading, malicious, or unauthorized Client Content or Client Data;

Client has misused credentials, systems, platforms, domains, hosting, advertising accounts, or Third-Party Services;

a third-party provider suspends, terminates, restricts, or materially changes a service required for the Services;

Client becomes insolvent, makes an assignment for the benefit of creditors, enters receivership, seeks creditor protection, files for bankruptcy, or becomes subject to similar proceedings; or

continued performance would be unlawful, unsafe, impractical, or materially harmful to Twirling Umbrellas, its personnel, its service providers, its clients, or any third party.

Suspension. Suspension of Services does not terminate this MSA or the applicable Order unless Twirling Umbrellas states otherwise in writing. During suspension, Client remains responsible for all fees, expenses, taxes, third-party costs, subscription fees, renewal fees, and other amounts that continue to accrue or become due. Twirling Umbrellas is not responsible for delays, downtime, data loss, missed deadlines, service interruptions, search impact, advertising impact, domain issues, licence issues, third-party charges, or other consequences resulting from suspension caused by Client’s breach, non-payment, missing access, expired payment methods, or failure to maintain required accounts, licences, subscriptions, or approvals.

Compensation Upon Termination. For fixed-fee Project Services, if the Order is terminated before completion, Client will pay the portion of the fixed fee that reasonably corresponds to the Services performed, work in progress, allocated capacity, completed phases, committed resources, and non-cancellable costs up to the effective date of termination, plus any additional amounts owing under this MSA or the applicable Order. Upon termination, cancellation, expiry, dormancy, or suspension of an Order, Client will pay Twirling Umbrellas for:

Services performed up to the effective date of termination, cancellation, expiry, dormancy, or suspension;

work in progress;

approved work, whether completed or not;

non-cancellable commitments;

third-party costs, expenses, disbursements, taxes, licence fees, subscription fees, renewal fees, platform fees, hosting fees, domain fees, advertising spend, and other provider charges;

interest, collection costs, and legal fees recoverable under this MSA;

any minimum commitment, termination fee, cancellation fee, or remaining fees stated in the applicable Order; and

any other amounts owing under this MSA or the applicable Order.

Effect on Deliverables. Subject to full payment of all applicable amounts, Client may use Final Deliverables completed and accepted before the effective date of termination in accordance with the Intellectual Property section of this MSA and the applicable Order. Twirling Umbrellas is not required to provide incomplete work, Working Files, drafts, rejected concepts, internal files, development environments, unpublished code, documentation, source files, or other materials unless expressly stated in the applicable Order or agreed in writing.

Transition Assistance. At Client’s request, and subject to payment of all outstanding amounts, Twirling Umbrellas may provide reasonable transition assistance, export support, domain transfer support, hosting transfer support, account handover support, documentation, or other offboarding assistance. Unless expressly included in an applicable Order, transition assistance will be billed as On-Demand Services at Twirling Umbrellas’ then-current rates. Twirling Umbrellas is not required to provide transition assistance if Client has unpaid overdue amounts, if doing so would create security or legal risk, or if Client has failed to provide required access, credentials, approvals, or information.

Return or Destruction of Confidential Information. Upon written request, and subject to this MSA, applicable law, backup systems, archival copies, legal holds, tax requirements, accounting requirements, insurance requirements, dispute resolution needs, and reasonable internal recordkeeping, each Party will return or destroy the other Party’s Confidential Information within a reasonable time.

Survival. Any provisions that by their nature should survive termination, cancellation, expiry, suspension, or completion will survive, including provisions relating to payment, taxes, expenses, third-party costs, confidentiality, intellectual property, Agency Tools, Third-Party Services, Client Content, Client Data, warranties, disclaimers, indemnification, limitation of liability, non-solicitation, dispute resolution, governing law, jurisdiction, notices, interpretation, and any other accrued rights or obligations.

15. General Provisions

Changes to this MSA. Twirling Umbrellas may amend or update this MSA from time to time by posting an updated version on its website and updating the “Last updated” date. If an update materially and adversely affects Client’s rights or obligations for active Managed Services, Client may terminate the affected Managed Services before the updated terms take effect by providing written notice to Twirling Umbrellas, unless the applicable Service Order states otherwise. Client’s continued approval of work, request for Services, use of Deliverables, payment of invoices, or use of Managed Services after updated terms take effect constitutes acceptance of the updated MSA for the applicable Services. Unless otherwise stated in an applicable Order:

updated terms apply to any new Order accepted after the updated MSA is posted;

updated terms apply to On-Demand Services requested, approved, or continued after the updated MSA is posted;

updated terms apply to Change Orders accepted after the updated MSA is posted;

updated terms apply to Managed Services thirty (30) days after the updated MSA is posted or after Twirling Umbrellas provides notice of the update by email, invoice notice, project-management notice, support-system notice, or another reasonable method, whichever is later; and

for active fixed-fee Project Services, updated terms apply prospectively to general administrative, operational, legal, privacy, security, third-party service, and policy matters, but do not change the approved scope, fees, payment schedule, Deliverables, acceptance process, Project Warranty, ownership of Final Deliverables, or limitation of liability for that Project Order unless agreed in writing.

Changes to Orders. An Order may be modified only by a Change Order, written amendment, email approval, project-management approval, ticket approval, support request, proposal acceptance, or other written or electronic authorization accepted by Twirling Umbrellas. Any modification, exception, special term, or waiver agreed to in an Order applies only to that specific Order and does not amend this MSA as a whole unless the modification expressly states that it amends this MSA.

Waiver. A Party’s failure or delay in enforcing any provision of this MSA or an applicable Order is not a waiver of that provision or any other provision. A waiver must be in writing and applies only to the specific instance for which it is given.

Assignment. Client may not assign or transfer this MSA, any Order, or any rights or obligations under them without Twirling Umbrellas’ prior written consent. This MSA and each applicable Order bind and benefit the Parties and their respective successors and permitted assigns. Twirling Umbrellas may assign or transfer this MSA, any Order, or any rights or obligations under them:

to an affiliate, successor, purchaser, or assignee in connection with a merger, acquisition, reorganization, financing, sale of assets, sale of business, or other business transaction;

to a service provider, contractor, or subcontractor as reasonably necessary to provide the Services; or

with Client’s prior written consent.

Force Majeure. Twirling Umbrellas is not liable for any delay, failure, interruption, loss, damage, or inability to perform caused by events beyond its reasonable control. These events may include natural disasters, fires, floods, severe weather, epidemics, pandemics, public health orders, war, terrorism, civil unrest, labour disputes, strikes, supply chain issues, government actions, power failures, internet failures, telecommunications failures, hosting outages, platform outages, cyberattacks, denial-of-service attacks, malware, third-party provider failures, domain or DNS issues, payment processor issues, or failures of Third-Party Services. If a force majeure event affects the Services, Twirling Umbrellas will use reasonable efforts to notify Client and resume performance when practical. Timelines, milestones, and delivery dates will be extended as reasonably necessary. If a force majeure event continues for more than sixty (60) days and materially prevents performance of an affected Order, either Party may terminate the affected Order on written notice, subject to Client’s obligation to pay for Services performed, work in progress, expenses, third-party costs, and other amounts incurred before termination.

Severability. If any provision of this MSA or an applicable Order is found to be invalid, unlawful, or unenforceable, that provision will be interpreted, modified, or severed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

Independent Legal Advice. Client acknowledges that it has had a reasonable opportunity to review this MSA and any applicable Order, ask questions, and obtain independent legal advice before accepting Services subject to this MSA.

Governing Law and Jurisdiction. This MSA, each Order, and any dispute arising out of or related to the Services, Deliverables, this MSA, any Order, or the Parties’ relationship are governed by the laws of British Columbia and the federal laws of Canada applicable in British Columbia, without regard to conflict-of-law principles. The Parties submit to the exclusive jurisdiction of the courts located in British Columbia for the resolution of any dispute arising out of or related to this MSA, any Order, the Services, the Deliverables, or the Parties’ relationship, except where applicable law requires otherwise.

Notices. Notices under this MSA must be in writing and may be delivered by email, courier, personal delivery, project-management system, support system, invoice notice, or another method expressly permitted by this MSA or an applicable Order. Notices to Client may be sent to the email address, billing address, project contact, executive contact, account contact, or other contact information provided by Client or used in connection with the Services. Notices to Twirling Umbrellas must be sent to the notice contact identified in the applicable Order or on Twirling Umbrellas’ website, or by mail or courier to: Twirling Umbrellas Ltd., Kelowna Innovation Centre, 201-460 Doyle Avenue, Kelowna, BC V1Y 0C2, Canada. Notices sent by email are deemed received on the next Business Day after transmission unless the sender receives an automated delivery failure notice. Notices sent by courier or personal delivery are deemed received on the date of delivery. Notices posted through a project-management system, support system, invoice, or similar business system are deemed received on the next Business Day after posting. Updates to this MSA may be provided in accordance with the “Changes to this MSA” section.

Electronic Records and Signatures. This MSA, Orders, Change Orders, approvals, notices, invoices, signatures, acceptances, and other records may be created, accepted, signed, delivered, stored, and retained electronically. A signature, checkbox, electronic signature, typed name, proposal acceptance, email approval, project-management approval, ticket approval, support request, online form submission, purchase confirmation, payment, or other electronic action intended to indicate acceptance may constitute acceptance for the purposes of this MSA and any applicable Order. The Parties agree that electronic records and electronic signatures may be used in connection with this MSA and the Services.

Entire Agreement. This MSA, together with the applicable Order, any approved Change Orders, and any schedules, addenda, supplemental terms, or policies expressly incorporated by reference, forms the entire agreement between Client and Twirling Umbrellas for the Services covered by that Order. This MSA and the applicable Order supersede all prior or contemporaneous discussions, proposals, estimates, statements, understandings, negotiations, emails, presentations, marketing materials, and agreements relating to the Services covered by that Order, except to the extent expressly preserved in the applicable Order.

Order of Precedence. If there is a conflict between this MSA and an applicable Order, the Order will govern only to the extent of the conflict for project-specific details such as scope, Deliverables, timelines, fees, payment schedule, service levels, assumptions, exclusions, or special terms expressly stated in that Order. This MSA governs all other matters. Any terms included in a Client purchase order, vendor portal, procurement system, invoice instruction, payment notice, onboarding system, supplier form, or similar document are for administrative purposes only and do not amend, replace, or override this MSA or any Order unless expressly accepted in writing by Twirling Umbrellas.

Interpretation. Headings are for convenience only and do not affect interpretation. Words such as “including” and “such as” mean “including without limitation.” References to “written” or “in writing” include electronic records. References to a law include that law as amended, replaced, or re-enacted from time to time. The singular includes the plural, and the plural includes the singular, as the context requires.

No Third-Party Beneficiaries. Except as expressly stated in this MSA, this MSA and each Order are for the benefit of Client and Twirling Umbrellas only and do not create rights or remedies for any third party.

Remedies Cumulative. Except where this MSA expressly states that a remedy is exclusive, the rights and remedies available under this MSA are cumulative and may be exercised in addition to any other rights or remedies available at law, in equity, or under an applicable Order.

16. Acceptance and Incorporation

No Separate Signature Required. This MSA does not need to be signed as a standalone document in order to apply. This MSA applies when it is referenced in or incorporated into an Order, or when Services are otherwise requested, approved, provided, renewed, continued, or paid for on terms that identify this MSA as applying.

Acceptance. Client accepts this MSA when Client, or an Authorized Representative on Client’s behalf, does any of the following in relation to Services subject to this MSA:

signs or electronically accepts an Order;

approves a proposal, Project Order, Service Order, Change Order, estimate, statement of work, support request, ticket, purchase confirmation, renewal, or other written or electronic authorization;

requests, authorizes, or approves Services after receiving notice that this MSA applies;

provides instructions, content, access, credentials, approvals, or other cooperation for Services after receiving notice that this MSA applies;

pays an invoice, deposit, renewal fee, subscription fee, or other amount for Services that reference this MSA; or

continues to receive or use Services after this MSA has been made available to Client and identified as applying to those Services.

Electronic Acceptance. Acceptance may occur by physical signature, electronic signature, typed name, checkbox, proposal-platform acceptance, email approval, project-management approval, ticket approval, support request, online form submission, purchase confirmation, payment, or other written or electronic action intended to indicate acceptance.

Authority. Any person who accepts, approves, requests, or authorizes an Order or Services on Client’s behalf represents that they have authority, or reasonably appears to have authority, to bind Client.

Agreement for Each Order. For each applicable Order, this MSA and the Order together form the agreement between Client and Twirling Umbrellas for the Services covered by that Order.

Current Online Terms. The current version of this MSA is posted on Twirling Umbrellas’ website. This MSA may be amended or updated from time to time in accordance with the “Changes to this MSA” section.