Terms and Conditions

1. Definition of Agreement

In this contract, "Agreement" refers to this Terms and Conditions together with the proposal.

2. Time of Payment

Payment is due at each milestone upon the delivery and Client's acceptance of the deliverables (each of which shall constitute a "Deliverable" and collectively shall constitute the "Project"). All invoices are payable within 30 days of receipt of such invoices. A 1½% monthly service charge is payable on all overdue balances.

3. Default in Payment

The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

4. External Expenses

External expenses incurred throughout the Project will be budgeted and invoiced separately. The Client will approve these expenses before they are incurred, and invoices related to such expenses are payable within 30 days of their reception.

5. Internet Access

Access to Internet will be provided by a separate Internet Service Provider (ISP) to be contracted by the Client and who will not be party to this Agreement.

6. Progress Reports

If and when requested by the Client, ROYALTRI shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development of the Project. ROYALTRI shall inform the Client promptly by telephone upon discovery of any event or problem that may delay the development of the work significantly.

7. Guarantee for Program Use

ROYALTRI guarantees to notify the Client of any licensing and/or permissions required for artgenerating/driving programs to be used.

8. Changes

The Client shall be responsible for making additional payments for changes in the original Agreement requested by the Client upon delivery and acceptance of each and every Deliverable. However, no additional payment shall be made for changes required to conform to the original proposal.

9. Delay liability

The parties agree that that the project in question can be delayed up to 20% of the agreed upon deadline due to unforeseen circumstances. After said time frame, any additional delay due to approvals or the lack of information provided by the client, shall be billable at an hourly rate at ROYALTRI's discretion.

10. Testing and Acceptance Procedures

ROYALTRI will make every good-faith effort to test each and every Deliverable thoroughly and make all necessary corrections as a result of such testing prior to handing over the Deliverable to the Client. Upon receipt of each and every Deliverable, the Client shall either:

a) Accept the Deliverable and make all milestone payments set forth herein, or
b) Provide ROYALTRI with written notice of any corrections to be made and a suggested date for completion, which should be mutually acceptable by both the Client and ROYALTRI.

11. Confidential Information

ROYALTRI acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing said information, that are supplied by the Client to ROYALTRI or developed by ROYALTRI in the course of developing the Project to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of ROYALTRI.

12. Return of Source Information

Upon the Client's acceptance of the final version of the Project, or upon the cancellation of the Project, ROYALTRI shall, at the Client's written request, provide the Client with all copies and originals of materials provided to ROYALTRI by the Client for the execution of the Project.

13. Ownership of Copyright and Licensing

The Client acknowledges and agrees that ROYALTRI retains and always will retain any and all rights to copyright in the Project. Any transfer of rights to the Client is conditional upon receipt of all amounts due and payable by the Client under this Agreement.

14. Cancellation

In the event of cancellation of this Agreement, ownership of all copyrights and any original artwork shall be retained and owned by ROYALTRI, the Client is and will remain bound to pay to ROYALTRI the actual costs and expenses, the value of the work performed before the end of the Agreement and acancellation fee for work completed, based on the prorated portion of the next payment and expenses already incurred with respect to the Project. In the event ROYALTRI is unable to deliver the Project as contemplated in this Agreement, any advance deposit shall be refunded, minus the expenses salready incurred for done work.

15. Other Operating Systems Conversions

ROYALTRI shall be given first option at compiling all works related to the Project for operating systems beyond the original use. The Client shall send a written notice to ROYALTRI indicating its intention of compiling all works related to the Project at the first indicated ROYALTRI's address herein or in accordance with ROYALTRI's policy, as amended from time to time.

16. Unauthorized Use and Program Licenses

The Client will indemnify ROYALTRI against all and any claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of graphics programs or any other similar program that require such payments.

17. Warranty of Originality

ROYALTRI warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained; that ROYALTRI has full authority to make this Agreement; and that the work prepared by ROYALTRI does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or other may make of ROYALTRI's product that may infringe on the rights of others.

18. Limitation of Liability

Client agrees that it shall not hold ROYALTRI or its shareholders, directors, officers or employees liable for any incidental or consequential damages that arise from ROYALTRI's failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of ROYALTRI or a third party. Furthermore, ROYALTRI disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.

19. Language

This Agreement has been drafted in English at the express request of the parties. Cette convention a été rédigée en anglais à la demande expresse des parties. Should there be any discrepancy between this Agreement and any translation of it into any language other than English, the original English text shall prevail.

20. Election of Domicile

Parties hereto acknowledge and agree to elect domicile exclusively an irrevocably in the judicial district of Montreal in the province of Québec, Canada, relating to the interpretation and execution of the Agreement or the exercise of the rights arising therefrom.

21. Acceptance of Terms

By executing this Agreement, the Client confirms having read, acknowledged and agrees with the content contained therein.

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