Terms and Conditions

By signing up for or any services (“Services”) with MDZ IT Solutions Inc. (“MDZ”) you are agreeing to be bound by the following Terms and Conditions.

MDZ reserves the right to update and change these Terms and Conditions from time to time by posting the updated terms and conditions at terms & conditions. It is your responsibility to consult with these Terms and Conditions from time to time to ensure that you are up to date on any changes which may impact you.

1. Invoices and Refunds

Invoices: Invoices will be issued to you prior to any Services being provided by MDZ and are due and payable within 7 days of the invoice date.
Money Back Guarantee: Within 30 days of MDZ commencing Service, if you are not satisfied with the work being performed, you are able to terminate the Services and request a refund. For greater certainty, no refunds will be awarded after 30 days from the commencement of work by MDZ on the Services.
Terms and Conditions: You understand that, by paying your first invoice, you agree to these Terms & Conditions, as modified by MDZ from time to time.

2. Intellectual Property

Your Intellectual Property:You retain all intellectual property rights in any materials MDZ creates for you as a part of the Services, provided however, right, title and interest (including all copyright and intellectual property rights) in and to these materials transfer to you only upon payment in full of all invoices owing to MDZ. Until such payment has been received by MDZ, MDZ will remain full owner of the copyright and intellectual property rights embodied in such materials created by MDZ on your behalf. Should you supply MDZ with any materials, you affirm that you are either the full copyright owner of such materials or that you have obtained proper permission from the copyright owner(s) for use of such materials.
Indemnity: You will indemnify MDZ and hold MDZ harmless against any claims of libel, copyright, or trademark infringement brought against MDZ by any third party with respect to use of the materials you provide to MDZ.

3. Confidentially

4. Warranties, Disclaimers and Limitation of Liability

Performance of the Services by MDZ will be done in a competent manner by qualified personnel and MDZ will use commercially reasonable efforts to achieve the best results for you. MDZ employs a variety of methods, including the creation of backlinks, social signals, content marketing, video marketing, the use of paid traffic to influence how search engines rank your website, in performing the Services and you hereby grant permission to MDZ to perform the Services in accordance with those methods. MDZ does not warrant that:

You understand that MDZ makes no guarantees relating to the effectiveness of the Services, that results may vary and that any projections provided by MDZ are strictly estimates. Your further understand that there are factors outside of MDZ’s control that may affect the success or failure of the Services, including but not limited to the manner in which your website converts traffic to sales or leads and changes in ranking formulas made by search engines.
You understand that MDZ’s aggregate liability for direct damages arising out of, or in connection with, the provision of the services is limited to the amounts paid or payable to MDZ in accordance with these terms and conditions for the one (1) month immediately preceding the incident giving rise to such direct damages. MDZ shall not be liable for any consequential, special, indirect, exemplary or punitive damages, including without limitation loss of profits, revenue, interest, goodwill or interruption to your business, whether in contract, tort or other legal theory, even if advised of the possibility of such damages. except as set forth in paragraph 4.3 above, MDZ shall not be liable for any damages whatsoever that may arise from the services.
You acknowledge and agree that MDZ makes no warranties, express or implied, including without limitation warranties as to, search engine rankings or the methods by which such rankings are calculated, an increase in sales or revenue, non infringement, internet traffic to the merchant’s web site, uninterrupted or error free operation of the merchant’s web site, accessibility, privacy, security, any warranty of merchant¬ability, quality or fitness for a particular purpose, whether statutory or common law, or any representation, warranty or condition arising out of a course of dealing or usage of trade, and any such warranties are expressly disclaimed.

5. Termination

Termination for Convenience: Either you or MDZ may terminate these Terms of Use, or any project currently in progress, upon 30-days prior written notice to the other party. In the event that you terminate these terms, and any associated projects, you understand that, subject to Section 2.2 above, amounts already invoiced by MDZ are still due and payable and MDZ will not refund any amounts already paid by you in accordance with these Terms and Conditions.
Non-Solicitation: Both parties agree not to recruit or hire the other’s party’s employees. In the event that a party breaches this section, compensation payable to the other party will be equal to the employee’s annual compensation in the form of liquidated damages. Further, you agree to not solicit, entice, or engage with MDZ employees or its contractors outside of the contracted work without prior written permission by MDZ. Prior consent by MDZ to engage or solicit MDZ employees may include a fair and reasonable compensation schedule for MDZ.

6. General

You hereby consent to MDZ’s use of, and provide a perpetual, irrevocable and royalty free license to use, materials created for you for which ownership has passed to you in accordance with section 3.1 above, to be used as examples for marketing purposes, provided however, that all confidential elements pertaining to you have been removed.
You authorize MDZ to manage any third parties (e.g., researchers, designers, writers, publicists, etc.) necessary to fulfill the objectives of projects entered into between you and MDZ. MDZ will make good faith efforts to prevent any loss to you resulting from failure of proper performance by those third-parties, but MDZ shall not be liable to you by reason of a default of those third parties or other parties who are not MDZ employees in fulfilling their obligations.
Any reference made to MDZ shall be interpreted as making reference to MDZ IT Solutions Inc., Manny Zarate, and his employees.
MDZ is an independent contractor and is legally able to be engaged by you to provide the Services.
These Terms and Conditions, and any disputes arising in connection with the Services, will be governed by the laws of the province of Ontario, Canada.
Force Majeure: Each party will be excused from delays in performing, or from its failure to perform under these Terms and Conditions to the extent and for the period that such delays or failures result from causes beyond the party’s reasonable control except payment obligations, including without limitation, acts of God, riot, war, terrorism, embargoes, acts of governmental authorities, fire, earthquake, flood, accident, strikes, or failure by Internet service provider. Without limiting the generality of the foregoing, MDZ acknowledges that MDZ’s failure or delay in furnishing necessary information, or delays or failure by MDZ in completing tasks required of MDZ or in otherwise performing MDZ’s obligations in this Agreement, will be considered an excusable delay or excusable failure to perform by you and may impede or delay completion of the Services.
Independent Contractors: The parties are separate and independent legal entities. Nothing contained in these Terms and Conditions shall be deemed to constitute either party as agent, principal, partner or employee of the other for any purpose.
Severability: If any provision in these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable, then such provision shall, as to that jurisdiction, be severed from this Agreement and the remaining provisions will continue in full force.