WEBSITE MAINTENANCE AGREEMENT

and Sterling Photography & Marketing, (hereinafter referred to as the “Designer”) (collectively referred to as the “Parties”).

DESCRIPTION OF THE PROJECT

The Designer agrees to perform the following services for the Client:

• The designer is to provide monthly website maintenance and health checks which include: backlink checks, button checks, tab checks, link checks, speed tests, mobile optimization, all in working order as well as content changes on the website including up to 3 revisions as requested by the client. This does not include additions or full page changes.

REVISIONS ENTITLEMENT

The Client is entitled to website updates and changes included in the monthly maintenance fee, allowing for up to 6 changes or updates each month. Any changes or updates that exceed this monthly allowance will incur a fee of $25 per change or update, which will be added to the monthly maintenance bill. Changes and updates include modifications to font type, font size, font color, as well as the addition, removal, or alteration of media. This also includes color changes, page removals, address changes, word/phone number changes, and page length adjustment.

PRICE AND PAYMENT

The Designer will manage the Client's web health/maintenance for a recurring charge of $100 due on the first day of every month. If the monthly web maintenance/health checks is terminated by the Client, the Client will no longer receive web maintenance/health checks.

If the Client terminates monthly web maintenance/health checks but chooses to have the Designer perform this service, the Client will be charged/invoiced $100 per check requested by the Client.

The Designer will accept payment by Cheque, E-transfer, or made online at sterlingphotographyandmarketing.com.

In the event that the Client fails to pay the Designer by 5:00 pm on the final day of every month, the Designer will cease to provide services until payment is received. The Parties agree that in the event that the invoices are not paid within thirty days of receiving them, the Designer will be entitled to charge a late fee of $50 per month until payment is made. Once payment for the period has been made in full, the Designer will resume the provision of services. Should a suspension of services occur, the complete payment will be necessary to resume services, a prorated amount will not be provided.

CONFIDENTIALITY

All terms and conditions of this Agreement and any confidential information must be kept confidential unless the disclosure is required under process of law. Disclosing or using this information for any purpose beyond the scope of this Agreement, or beyond the exceptions set forth above, is expressly forbidden without the prior consent of the Parties. The Parties agree that the confidentiality clause in this Agreement will remain active and in power even upon the termination of this Agreement.

INTELLECTUAL PROPERTY

The Designer agrees that any intellectual property provided to him/her by the Client will remain the sole property of the Client, including, but not limited to, copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, confidential information or trade secrets. The Designer will refrain from using such intellectual property upon the termination of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Alberta Canada.

AMENDMENTS

The Parties agree that any amendments made to this Agreement must be in writing, where they must be signed by both Parties to this Agreement. Accordingly, any amendments made by the Parties will be applied to this Agreement

ASSIGNMENT

The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third party, unless consented to by both Parties in writing.

ENTIRE AGREEMENT

This Agreement contains the entire agreement and understanding among the Parties to it with respect to its subject matter, and supersedes all prior agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to its subject matter. The express terms of the Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of its terms.

REPRESENTATION AND WARRANTIES

The Parties agree and disclose that they are fully authorized to enter this Agreement. Both Parties’ performances and obligations are not to violate the rights of any third party or else violate other, if any, agreements made between them and/or any other organization, person, business or law/governmental regulation.

DISCLAIMER OF WARRANTIES

The Designer warrants to complete the Services listed in this Agreement as per the Client’s requirements and specifications. However, the Designer does not represent or warrant that such services provided in this Agreement will create additional sales, exposure, brand recognition, profits or other benefits.

In addition to the above, the Designer holds no responsibility towards the Client in the event that the delivered work does not lead to the Client’s desired results.

LIMITATION OF LIABILITY

Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) in the event that such is not related to the direct result of one of the Parties’ negligence or breach.

SEVERABILITY

In the event that any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then the remaining provisions will remain in force in accordance with the Parties’ intention.

SIGNATURE AND DATE

The Parties hereby agree to the terms and conditions set forth in this Agreement and such is demonstrated by their signatures below: