Master Service Agreement

1. Agency is a marketing, creative, and web development firm; 
2. The Client desires to hire Agency to provide Services as outlined in the Project Proposal;
3. Agency and Client agree that this Agreement shall govern all services provided to the Client as outlined and that any further services will require signing of a secondary agreement;
4. Agency and Client agree that this Agreement and the clauses therein will apply to the Agency as well as any subcontractors, vendors, agents, or third-party service providers as may be required to engage in successfully executing the Agreement and any attached or subsequent Statements of Work. 

• AGREEMENT means the Project Proposal, Terms and Conditions and any other attached documents. 
• Project means the scope and purpose of the Client’s identified usage of the work product as described in the Project Proposal. 
• SERVICES means all services and the work product to be provided to Client by Agency Marketing Incorporated (Agency) as described and otherwise further defined in the Project Proposal. 
• FINAL DELIVERABLES means the final versions of Deliverables provided by Agency and accepted by Client. 
• DELIVERABLES means the services and work product specified in the Project Proposal to be delivered by Agency to Client.  
• CLIENT CONTENT means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables. 
• THIRD-PARTY MATERIALS means proprietary third-party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration. 
• DESIGN TOOLS means all design tools developed and/or used by Agency in performing the Services, including pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements. 

Agency agrees to provide Services as defined in your Project Proposal and agrees to the terms and conditions as set forth in this Agreement. Any conflict or inconsistency between the provisions of this Agreement and any executed Proposal or Statement of Work shall be resolved by giving precedence to the executed Proposal or Statement of Work under which the services are to be performed and then to this Agreement. 

The Services described in the Agreement are based on information provided by Client. Client undertakes that all documents, information and data necessary for Agency to perform the Services will be made available to Agency in a timely fashion. Client will make available such employees of its organization as are necessary to assist Agency in fulfilling its obligations under this Agreement. Ordering of third-party services, if any, will be affected by Client in consultation with Agency. Client undertakes the adequate and timely introduction of Agency employees and agents within Client’s organization and, if required by law, will obtain all necessary approvals of the applicable governing body in connection with the performance of Services. In case any or all of the above conditions are not complied with, not complied with properly or not timely complied with, or if Agency has to interrupt Services for reasons not attributable to Agency’s negligence or misconduct, the period of completion set forth in the Agreement shall be automatically extended for such additional time as shall be necessary to perform the Services, and any and all additional costs resulting therefrom shall be the responsibility of Client.  

• CHANGE REQUEST(S): If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Agency a written Change Order describing the requested changes in detail. Within 2 days of receiving a Change Order, Agency will respond with a statement proposing Agency’s availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. Agency will evaluate each Change Order at its standard rate and charges.  

• MAJOR CHANGE: If Client requests are at or near 50% of the time required to produce Deliverables, or the value of the Scope of Services, Agency shall be entitled to submit a new and separate Proposal to Client for written approval. Agency shall not begin work on the revised services until we receive a fully signed revised proposal and any additional fees required. 

• MINOR CHANGE: If Client requests are not Major Changes, Client will be billed on a time and materials basis at Agency’s hourly rate of $150 per hour. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified. Agency may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes. 

• FUNDAMENTAL CHANGE: If Client requests a change of scope that requires a fundamental change to the final deliverables and/or results in the the Agency not being able to complete the project, Agency reserves the right to end the project and provide all existing materials, assets, or deliverables to the Client. Agency will also work to identify an alternative agency to continue the work with the new scope. Payment for work completed up until that point will remain due. See also TERM & TERMINATION.

• ACCEPTANCE/REJECTION: Client will have 5 days to respond in writing accepting or rejecting the new proposal. If the Client rejects the proposal, Agency will not be obligated to perform any services beyond those in the original Agreement. 

• Testing: Agency will quality test and correct Deliverables using commercially reasonable efforts before providing Deliverables to Client. 

• Approval Periods: Client shall, within 7 business days after receiving each Deliverable, notify Agency in writing of any failure to comply with the specification of the Project Proposal or of any other objections, corrections or changes required. Agency shall, within 7 business days of receiving Client’s notification, correct and submit a revised Deliverable to Client. Client shall, within 7 business days of receiving a revised Deliverable, either approve the corrected version or make further changes.     If after two rounds of corrections by Agency, Client finds the Deliverables are not acceptable, Client may terminate this agreement subject to the termination clauses of this Agreement. If Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement. 

CONFIDENTIALITY & NON-DISCLOSURE. Client recognizes that in the course of this Agreement Agency will have access to the following information: business affairs; personal information; strategic plans; intellectual property, and other proprietary information (collectively, “Information”) which are valuable, special and unique assets of Client and need to be protected from improper disclosure. In consideration for the disclosure of such Information, Agency agrees that they will not at any time or in any manner, either directly or indirectly, use any Information for Agency’s own benefit, or divulge, disclose, or communicate in any manner any information to any subcontractor, vendor, agent, or third-party without the prior written consent of Client. Agency will protect the information and treat it as strictly confidential and will ensure that all its employees, subcontractors, vendors, agents, or Third Parties having access to the information are made aware of, are bound by, and comply with the obligations of confidentiality under this Agreement. A violation of this paragraph shall be considered a material violation of this Agreement. The parties to this Agreement recognize that a breach by the Agency of any of the covenants herein contained would result in damages to the Client, and that the Client could not adequately be compensated for such damages by a monetary award. Accordingly, the Agency agrees that in the event of any such breach, in addition to all other remedies available to the Client at law or in equity, the Client shall be entitled as a matter of right to apply to a court of competent, equitable jurisdiction for such relief by way of order, injunction, decree or otherwise as may be appropriate to ensure compliance with the provisions of this Agreement. 

CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.  

CONFIDENTIALITY OF AGREEMENT. Without Agency’s prior written permission, Client shall not disclose payment rates, structure, arrangement details, any of the terms of this Agreement or any applicable Statement of Work to anyone including, but not limited to, individuals, entities, and government agencies. 

BY CLIENT: Client represents and warrants to Agency that: (a) To the best of Client’s knowledge, use of Client Provided Content does not infringe the rights of any third party; (b) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third-Party Materials; (c) Client will obtain all necessary and appropriate rights and licenses to grant license to Agency to use Third Party Materials. 

BY AGENCY: Agency represents and warrants to Client that: (a) Agency will provide the Services identified in the Agreement in a professional and workmanlike manner; (b) Agency shall secure all necessary rights, title, and interest in and to the Final Deliverables, including Design Tools, sufficient for Agency to grant the intellectual property rights outlined in this Agreement; (c) To the best of Agency’s knowledge, the Deliverables will not violate the rights of any third parties; (d) If Client or third parties modify the Deliverables or use the Deliverables outside of the scope or purpose of this Agreement, all representations and warranties of Agency shall be void. 

DISCLOSURE. Agency is required to disclose any outside activities or interests, such as existing projects, clients or potential clients, or Agreements that conflict or may conflict with the best interests of the Client. Prompt disclosure is required under this paragraph if the activity or interest is related, directly or indirectly, to other consulting relationships that may conflict with this Agreement. 

APPLICABLE LAW. This Agreement shall be governed by the laws of the Province of British Columbia and the laws of Canada.  

TERM & TERMINATION. This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated. Either party may terminate this Agreement for any reason upon thirty (30) days prior written notice to the other, provided that either party terminates this Agreement before the completion of Services herein. Termination details include:

• Termination for Cause: Either party may terminate this agreement at any time, on 30 days prior written notice if the other party breaches any of its material responsibilities or obligations under this Agreement and fails to cure that breach during that 30-day period. 

• Termination for Insolvency: Either party may terminate this agreement at any time, on written notice to the other party, if the other party ceases to conduct business in its normal course; makes an assignment for the benefit of creditors; is liquidated or otherwise dissolved; becomes insolvent; files a petition in bankruptcy; or a receiver, trustee, or custodian is appointed for it. 

• Termination by Mutual Agreement: This agreement may be terminated by the mutual agreement of the parties with 30 days written notice to either party. 

• Termination Fees: In the event of termination, Client shall pay Agency for the Services performed through the date of termination in the amount of a prorated portion of the fees due. Client shall pay all Expenses, Fees, and Additional Costs incurred through the date of termination. 

• Intellectual Property: If Client terminates the Agreement or any applicable Statement of Work, upon full payment of required compensation, Agency grants Client right and title as provided by this Agreement with respect to any Deliverables provided and accepted by Client as of the date of termination. 

• Confidential Information: On expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) all rights and obligations regarding Confidential Information shall survive. 

• General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension for any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay.  

• Force Majeure: In the event either party is unable to perform its obligations under the terms of this Agreement or any subsequent Statement of Work because of, but not limited to, power or other mechanical failure, computer virus, fire, flood, natural disaster, governmental action, or communication disruption, labor disputes, riots, acts of war, terrorism, pandemics and/or epidemics or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform its obligations. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder. 

• Client Delays: Client shall use all reasonable efforts to provide needed information, materials and approvals. Any minor delays by Client will result in a day-for-day extension of the due date for all Deliverables. As noted in Clause 3.IV, major delays, such as those due to Client putting the project on hold or not providing feedback in a reasonably timely manner, may result in Project Extension fees of 5% of the project total per month (4 weeks) of delays. Such delays and fees will be discussed with the Client if/when there is potential to occur. 

• The Pause Clause: If a client deliverable — such as input, approvals, or payment — is late more than 10 business days the project will be considered “on hold.” Once the deliverable is received and the project is re-activated it will be rescheduled based on Agency’s current workload and availability. Just to be clear, it could be weeks to get you back in the system if the project is put on hold. 

COMPENSATION. Client agrees to pay Agency the fees listed in the Project Proposal and/or any applicable secondary Statements of Work, including all applicable taxes. In addition, the following costs or fees may apply:

• EXPENSES: Client will pay Agency expenses, including but not limited to: (a) Incidental and out-of-pocket expenses at cost plus Agency’s standard markup of 10%; (b) Mileage reimbursement, other than normal commuting, at $0.50 per mile; (c) Travel expenses, other than normal commuting, but including airfare and rental vehicles, with Client approval. NOTE: Any travel must be specifically requested and approved by Client beforehand.  

• ADDITIONAL COSTS: Pricing in the Project Proposal includes only Agency fees. Any other costs, such video production, art licensing or photography, will be billed to Client. Any such costs will be proposed to and approved by Client BEFORE purchase. 

• HOSTING FEES FOR FINAL DELIVERABLES: Agency will host the Final Deliverables on Agency’s web hosting provider (Flywheel) while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in the Project Proposal, and the delay is not caused by Agency, Client agrees to pay Agency $100.00 per month for hosting until the Final Deliverables are moved to Client’s server or to a final server with an applicable Hosting Package applied. 

The following stipulations apply to all project payments:

• PROJECT DEPOSIT: An initial Project Deposit fee is due upon signing of this agreement, with the remainder paid periodically throughout the project term. Please note that no work will begin until the deposit is received. 

• INVOICES: Invoices will be at intervals throughout the life of the project. All invoices are payable within 15 days of receipt. Invoices shall list any expenses and additional costs as separate items.

• OVERDUE INVOICES AND INTEREST: Client shall pay all invoices within the timeframe specified on the invoice (e.g., “Net 30 Days”). If the Client fails to make a payment by the due date, the Agency reserves the right to take any or all of the following actions: (a) suspend all or part of the Services until the outstanding payment is received; and (b) charge interest on the overdue amount. Interest will be charged at a rate of 2% per month (equivalent to an effective annual rate of 26.82%), calculated on the outstanding balance from the due date until the date of full payment. Payments will first be credited to any accrued interest and then to the principal unpaid amount.

• PROJECT EXTENSION FEES: Major delays (see 5. DELAYS), such as those due to Client putting the project on hold or not providing feedback in a reasonably timely manner, may result in Project Extension fees of 5% of the project total per month (4 weeks) of delays.

• CREDITING LATE PAYMENTS: Payments will be credited to late payments first, then to unpaid balances. 

• COLLECTION EXPENSES: Client shall pay all collection or legal fees caused by late payments. 

• WITHHOLDING DELIVERY: Agency may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. 

• WITHHOLDING LICENSE: All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Expenses, Fees, or any other charges.  

Agency shall not be responsible for the payment of any ad placements. Client is solely responsible for all advertising spend incurred during the term of this Agreement. Advertising spend includes, but is not limited to, all purchases made for digital, print, or physical ad placements. All invoices for advertising spend will be charged to the Client’s credit card on file. Client is also responsible for reviewing and accessing advertising receipts via each vendor’s system (Google, Facebook, etc.). If requested, Agency will compile all recent invoices/receipts and provide them to the client.

MONTHLY SUBSCRIPTION: If you have a monthly subscription, the following terms apply:

• MONTHLY FEES: The fees for your first month of service will be charged to your credit card on the day you sign up, and fees for each additional month will be charged on the monthly anniversary of your sign-up date. If the anniversary date does not exist on a given month on the last day of the month (for example, if you sign up on March 31st, your next month of service would be charged on April 30th). We do not provide refunds or credits for partial months of service, downgrades in service that occur after the applicable cancellation period for a monthly billing cycle, or monthly billing cycles in which the service was unused but the account was open, or for any other reason.

• BY CREATING A PAID MONTHLY SUBSCRIPTION ACCOUNT, YOU CONSENT TO ALLOW AGENCY TO CHARGE YOUR PAYMENT METHOD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSORS, FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED OR TERMINATED. PLEASE PRINT OUT THESE TERMS AND CONDITIONS FOR YOUR RECORDS.

• AUTOMATIC RENEWAL AND CANCELLATIONS: Paid accounts for monthly subscriptions will automatically renew for the same subscription period unless you cancel the account by the end of the then-current subscription period. In order to cancel a paid service, you should email us the cancellation request at info@loomo.ca. If you cancel a paid service prior to the end of a monthly billing cycle, your cancellation will take effect immediately, and you will not be charged for the next month’s service. However, you will not receive any refund for the fees paid for the monthly billing cycle in which the cancellation occurs. All of the content in your account will be deleted upon cancellation, and you will not be able to recover this information after cancellation.

• UPGRADES AND DOWNGRADES: If you upgrade your paid service or add additional users prior to the end of a monthly billing cycle, your credit card will be automatically charged a prorated portion of the new rate for that monthly billing cycle, and the monthly fee will be increased for future monthly billing cycles. If you downgrade a paid service in the middle of a monthly billing cycle, you will not receive a refund for that monthly billing cycle, but future monthly fees will be decreased accordingly. Downgrading your service level may result in the loss of content and features. We will not be liable for any such loss.

• ANNUAL SUBSCRIPTION: If you have an annual subscription, the following terms apply:

• We do not provide refunds or credits for partial years of service, downgrades in service that occur after the Effective Date and/or prior to the end of an annual billing cycle, or all or any portion of an annual billing cycles in which the service was unused but the account was open, or for any other reason.

• AUTOMATIC RENEWAL AND CANCELLATION: In order to cancel an annual paid service, please email us the cancellation request at hello@muckrack.com. If you cancel a paid service for a one-year term after the Effective Date and/or prior to the end of the applicable annual billing cycle, your cancellation will take effect immediately. You may continue to use the Service through the end of the paid annual subscription term. You will not receive any refund for the fees paid for the annual billing cycle in which the cancellation occurs. All of the content in your account will be deleted upon written request. , and you will not be able to recover this information after cancellation.

• MULTI-YEAR SUBSCRIPTION: Multi-year agreements may be canceled mid-term with immediate effect, (For example, after the first year of Service but prior to beginning the second year) however all fees for the full contract term remain due and owing and no refund will be provided for prepaid fees.

• UPGRADES AND DOWNGRADES: If you upgrade your paid service or add additional users after the Effective Date and/or prior to the end of an annual billing cycle, you will be charged a prorated portion of the new rate for that annual billing cycle, and the annual fee will be increased for future annual billing cycles. If you downgrade a paid service in the middle of an annual billing cycle, you will not receive a refund for that annual billing cycle, but future annual fees will be decreased accordingly. Downgrading your service level may result in the loss of content and features. We will not be liable for any such loss.

• UNPAID ACCOUNTS: Delinquent accounts may be sent to collections at our sole discretion. You are responsible for all costs incurred in connection with collection efforts in addition to any unpaid fees.

• Promotion: Agency retains the right to reproduce, publish and display the final Deliverables in Agency’s portfolios and websites with approval from client, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Such uses may include portfolios, proposals, and on the Agency website. 

• Promotional Approval: Either party, subject to the other’s reasonable approval, may describe its role in the Project on its website and in other promotional and marketing materials, and, if not expressly objected to, include a link to the other party’s website.  

• OWNERSHIP OF WORK PRODUCT. All work product created or developed by Agency in the course of performing Services (“Work Product”), and all intellectual property rights thereto, are the sole and exclusive property of the Client only after payment for work rendered has been received. However, certain work which is not specific to the business of the Client, that is deliverables which don’t specifically relate to the tasks at hand, are owned by the Agency yet given perpetual license to the Client. 

• ENHANCEMENTS & ALTERATIONS. During the Maintenance Period, Client may request that Agency develop enhancements to the Deliverables. Agency shall exercise commercially reasonable efforts to prioritize Agency’s resources to undertake such enhancements. Client understands Agency may have pre-existing obligations that may delay requested enhancements. Any enhancements shall be provided on a time and materials basis at Agency’s standard rate. Agency will be given the first opportunity to make any required alterations to the deliverables during the Maintenance Period.  

• CONTACT PERSONS. The parties hereby designate the individuals listed on the applicable Statement of Work as their respective Contact Persons. To the fullest extent possible, communication regarding the Services shall be channeled through the Contact Persons. In the event that communication through the Contact Persons is not possible or practical, communication regarding the Services shall be channeled through the Project Team Members as defined in the Statement of Work, the roster of which is subject to change at any time. 

Unless otherwise stated in the applicable Statement of Work, Agency shall have sole discretion over the identity of its personnel used to provide the services; provided, that Agency shall ensure that the Services will be performed only by reliable, adequately trained, experienced and skilled personnel in sufficient number and within the timetable set forth in this Agreement. Where specific personnel are specified in an applicable Statement of Work, Agency shall use reasonable efforts to provide the Services using those personnel; provided, that Agency is entitled to replace such personnel with personnel of equivalent qualification and experience at any time should the need arise. In addition, Agency will endeavour to ensure that all personnel, vendors, or subcontractors, do not work with a direct competitor of Client.  

SOLICITATION OF PERSONNEL. Neither Client nor Agency shall solicit, approach, or hire any of the other’s employees, agents, or subcontractors for the purpose of employment or any form of outside work so long as this Agreement, and any applicable Statement of Work are in effect and for a period of one (1) year thereafter, except with written consent of the other party.   

NON-EXCLUSIVITY. Client agrees that Agency’s personnel providing Services to Client under this Agreement may perform similar services from time to time for other persons, firms or entities, and this Agreement shall not prevent Agency from using such personnel for the performance of such similar services for such other persons, firms, or entities. Agency recognizes that Client may engage other consultants to perform similar services from time to time, and this Agreement shall not prevent Client from using such consultants.  

RELATIONSHIP OF PARTIES. It is understood by all parties that Agency and/or any subcontractors thereof are independent contractors with respect to Client, and not employees of said Client. This Agreement creates no relationship of a joint venture, partnership or agency between the parties, nor shall it authorize a party to act as an agent or representative of the other party. Client will not provide fringe benefits, including any insurance benefits, paid vacation, or any other employee benefit, for the benefit of Agency. Neither Agency nor any of its employees, agents or subcontractors shall represent that it or they are employees of Client. It is Agency’s sole obligation to report as income all compensation received from Client pursuant to this Agreement. Agency further agrees that Client shall not be obligated to pay withholding taxes, social security, unemployment taxes, disability insurance premiums, or similar items, in connection with any payments made to Agency pursuant to the terms of this Agreement. 

Each Party (each an “Indemnifying Party”) hereby indemnifies, defends and holds harmless the other Party (each an “Indemnified Party”), its employees and agents, from and against any third party claims, demands, losses, awards, liabilities, awards, judgments, settlements, penalties, fees, damages, costs or expenses (including counsel fees and costs of any action) (“Losses”) relating to or arising out of: (a) any breach by an Indemnifying Party of this Agreement including, without limitation, the breach any representation or warranty herein; (b) the infringement or alleged infringement of the patent, copyright, trademark, trade secret or other intellectual property right of a third party by an Indemnifying Party; and (c) any breach by an Indemnifying Party of any applicable law or regulation governing its performance under this Agreement. 

NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN AN AMOUNT GREATER THAN 25% OF THE BUDGET FOR ANY ATTACHED OR SUBSEQUENT STATEMENT(S) OF WORK. 

Agency is committed to providing a collaborative culture and working environment within our team, as well as with each of our clients, devoid of judgment and inclusive for all. We believe work environments should strive to be a safe place to be oneself. In providing our services, we strive for the highest principles of integrity, professionalism and fair practice with each other and our clients. To maintain our high ethical standards and to ensure we provide a safe working environment for our principals and employees, we require our clients to agree to and uphold this Code of Conduct and maintain a respectful and professional working relationship with all of our principals and employees.

If at any time, the Client, or any of its principals, employees, agents or affiliates:

• Engages in any form of harassment, such as vexatious or derogatory comments, language that is discriminatory in nature. This includes:
  
  • a person(s) religious/spiritual beliefs,
  • a person(s) political orientation or partisan beliefs,
  • a person(s) race, ethnicity, cultural background or the colour of their skin,
  • a person(s) state of mental health, personal health, and/or disability,
  • a person(s) sexual preference, sexual orientation, or gender identity.
• Makes any romantic or sexual advances towards any employee or agent of the Agency that is unwelcome,
• Contacts and employee or agent in the Agency personally without consent.
• Does anything, at the discretion of the Agency, that is contrary or not in keeping with this Code of Conduct.

If at any time, the Agency, or any of its principals, employees, agent, or affiliates:

• Engages in any form of harassment, such as vexatious or derogatory comments, language that is discriminatory in nature. This includes:
  
  • a person(s) religious/spiritual beliefs,
  • a person(s) political orientation or partisan beliefs,
  • a person(s) race, ethnicity, cultural background or the colour of their skin,
  • a person(s) state of mental health, personal health, and/or disability,
  • a person(s) sexual preference, sexual orientation, or gender identity.
• Makes any romantic or sexual advances towards any employee or agent of the Client that is unwelcome,
• Contacts and employee or agent in the Client personally without consent.
• Does anything, at the discretion of the Client, that is contrary or not in keeping with this Code of Conduct.

Both the Client and the Agency may, at its sole discretion, immediately cease work and terminate the Agreement and pursue any damages it incurs with respect to its breaching of this Code of Conduct, including loss of employees or income as a result of said breach.