Acceptance of terms
Code examples and information provided at ryandaniels.ca are “as is” with no express or implied warranty for accuracy or accessibility.
Ryan Daniels has done its utmost to ensure that the material and calculations displayed on ryandaniels.ca are accurate. However, errors may occur. Ryan Daniels accepts no responsibility or liability for any incorrect material.
Use this site at your own risk
You understand and agree that the use of ryandaniels.ca may include advertisements and that these advertisements are necessary for ryandaniels.ca to provide its content and information (the “Website”).
Under no circumstances will Ryan Daniels be liable in any way for any ryandaniels.ca content, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of or reliance upon any content posted, emailed, transmitted, or otherwise made available via the Website.
You agree that you must evaluate, and bear all risks associated with, the use of any ryandaniels.ca content, including any reliance on the accuracy, completeness, or usefulness of such content.
The Website may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Ryan Daniels has no control over such sites and resources, you acknowledge and agree that Ryan Daniels is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Ryan Daniels is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Limitation of liability
You expressly understand and agree that Ryan Daniels shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Ryan Daniels has been advised of the possibility of such damages), resulting from:
The use or the inability to use the Website;
Unauthorized access to or alteration of your transmissions or data as a result of examples or code provided by the Website;
Statements or conduct of any third party on the Website; or
Any other matter relating to the Website.
Please note that some of the links on this website – ryandaniels.ca are affiliate links. This means that I earn a commission if you buy the product that I have an affiliate link to, but it is at no additional cost to you. Always research and consider your purchases carefully and understand that although I only recommend products that I have used and endorse, that I cannot guarantee that they are right for you.
The Client and Ryan Daniels acknowledge that they may have access to information and knowledge, including confidential information, relating to all aspects of the other’s business, the disclosure of which may be highly detrimental to the best interests of the other. Accordingly, The Client and Ryan Daniels agree that they and their directors, employees, contractors, agents, representatives, sub-contractors and suppliers shall keep confidential all information, reports and documentation pertaining to the other’s business acquired in the course of performance of their obligations under this Agreement. The Client and Ryan Daniels shall not disclose or use any of the said information, reports, or documentation for any purposes other than the performance of their obligations under this Agreement. This provision shall survive the temporary cessation or termination of this Agreement.
During the term of this Agreement and for a period of one (1) year thereafter, The Client agrees not to initiate or maintain contact (except for those contacts made in the ordinary course of business), or interfere with or attempt directly or indirectly, to obtain the withdrawal of any employee of Ryan Daniels, without the prior written permission of Ryan Daniels.
Ownership and Intellectual Property Rights
The Client and Ryan Daniels acknowledge that all deliverable reports of any nature created and/or prepared by Ryan Daniels pursuant to this Agreement shall be considered the exclusive property of The Client also acknowledges that ownership of all delivery processes, consulting, site and content development, and site promotions methodologies and techniques, and recommended alternative approaches are the exclusive property of Ryan Daniels. The Client also acknowledges that all Web software-developed products are open-source and there for free to the general public unless otherwise noted and that The Client will be responsible for acquiring applicable licenses for the use of these products. All content and materials provided by The Client remain the property of The Client.
The Client and Ryan Daniels agree that they are independent contractors and nothing in this Agreement shall be construed so as to constitute either party as an employee, agent, partner, or joint venturer of the other, unless otherwise agreed to as part of this agreement.
The Client and Ryan Daniels hereby each agree to indemnify and hold harmless the other and the other’s respective directors, officers, employees, contractors, agents and representatives from and against any and all loss, liability, damage, expense, cause of action, suit, claims or judgments (including legal fees and disbursements on an attorney/solicitor and his own client basis)(collectively Claims) arising out of any Claims made by any third parties in connection with any acts, errors or omissions of The Client or Ryan Daniels (as the case may be) and its directors, officers, employees, contractors, agents and representatives, including claims made by the officers, employees, contractors, agents and representatives of the other party in connection with this Agreement.
Limitation of Liability
Ryan Daniels and its directors, employees, contractors, agents or representatives shall not be liable for any damage whatsoever, including but not limited to direct, indirect, special, incidental or consequential damages, including lost revenue or profits or additional operating expenses, and whether based upon negligence, strict liability or other tort, contract, statutory right or other theory of liability, arising out of or in connection with the Services. The Clients sole and exclusive remedy for any complaint arising out of this Agreement shall be limited to the monetary sum of the Contract Fee paid to Ryan Daniels.
Neither party shall have the right to assign this Agreement in whole or in part, without the prior written approval of the other.
Either party must document termination of the relationship between The Client and Ryan Daniels in writing and appropriate 30-day notice must be given. Should The Client terminate the contract prior to completion, Ryan Daniels reserves the right to collect payment for the revenues earned to that point.
All written communications and notices shall be given by personally delivering or mailing same by registered mail, postage prepaid, or by sending by facsimile transmission to the respective address of The Client and Ryan Daniels as set out at the end of this Agreement, or to other addresses as the parties may in writing specify. Any communication and notice shall be recognized as received by the party to whom it is addressed upon delivery, if personally delivered, or three (3) business days after mailing if sent by registered mail. Or when transmitted, if sent by facsimile transmission. In the event normal mail service shall be interrupted, the party sending the communication or notice shall utilize any of the services, which has not been so interrupted, or any other mode of communication, which shall ensure prompt receipt of written communication or notice by the receiving party.
The invalidity or sever ability of any provision of this Agreement shall not affect the validity of any other provision herein contained.
Except as expressly provided in this Agreement, neither party shall be liable for any delay in performance due to causes beyond its reasonable control and without its fault or negligence; provided that such party promptly notifies the other party of such delay by such causes (Force Majeure Condition). The party whose performance is delayed by a Force Majeure Condition shall use its best efforts to notify the other party of such delay and to minimize its effect.
The Client agrees that additional costs incurred by Ryan Daniels in the course of executing the terms of this agreement will be the responsibility of The Client. Additional costs include, but are not limited to, travel, accommodation, and other associated costs, subject to the prior approval of The Client. Additional time for Ryan Daniels for executing against deliverables not covered by the Agreement will be billed to The Client, subject to quotation by Ryan Daniels for The Client’s prior approval. Once the final website has been completed, the contract is complete unless otherwise agreed to.
Any waiver (expressed or implied) by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach.
Time shall be of the essence of this Agreement in all respects and any waiver of any time provision shall not be effective unless in writing and signed by both parties.
The headings in this Agreement are for convenience only and do not in any way limit or amplify the terms in this Agreement.
This Agreement shall ensure to the benefit of, and shall be binding upon, The Client and Ryan Daniels and their respective successors and assigns.
The parties may execute this Agreement in two or more counterparts, each of which will be deemed an original and all of which together will constitute one instrument.
This Agreement shall be governed by and construed under the laws of Ontario without reference to principles of conflicts of laws.
This Agreement constitutes the entire agreement and understanding between The Client and Ryan Daniels notwithstanding any previous written or oral undertakings. The terms of this Agreement shall not be altered by any oral agreement or informal writing, nor by failure to insist upon performance, or failure to exercise any right, power or privilege given under this Agreement, nor shall any single or partial exercise of a right, power or privilege preclude any other or further exercise of a right, power or privilege or further exercise of any such right, power or privilege.
The terms and conditions of this Agreement shall control any conflicting The Client of dealing or performance. Any amendments shall be in writing signed by The Client and Ryan Daniels. This Agreement supersedes all other agreements between the parties related to the subject of this Agreement.
The parties acknowledge that it is their wish that this Agreement and all related documents be in the English language only.
Change of Terms and Conditions
These terms and conditions may change from time to time. The Client is responsible for reading Ryan Daniels terms and conditions at reasonable intervals (such as before they sign and agree to any and all contracts and/or make any and all payments). The terms and conditions are subject to change without prior notice.