1. Taxes. Applicable taxes added to fee amounts listed above.

2. Invoicing. Regular on-going monthly fees are invoiced on the first of the month for that month’s service (e.g. Maintenance, Usage Support, Hosting, Server Maintenance). Other fees will be invoiced periodically after they have been provided. A deposit of the first regular on-going monthly fees plus 40 percent of the estimated development work is due on contract signing, with the deposit deducted from subsequent invoices.

3. Billing and Payment Terms. Services are invoiced net 30 days. Late payment charge of 2.0%/month (effective rate of 26.8% per annum) on all overdue charges. Where invoices remain outstanding more than 30 days, we reserve the right to suspend the work we are carrying out for you. We are entitled to charge for reasonable costs to collect overdue accounts, including for collection agency, arbitration or lawyers.

4. Maintenance Plans. We will provide a test site, security upgrades, quarterly upgrades, backups, automatic monitoring, initial response starting within first two hours to an urgent problem communicated to us on our issue management system (i.e., ClickUp) or a support inbox specially created for your organization. If an upgrade causes breakage, then time is billed under retainer or general support and if urgent given priority.

5. Business Hours. Response and support provided 9am – 5pm Monday to Friday Eastern Time excluding Canadian federal and Ontario provincial holidays.

6. Development Methodology. JMA Consulting uses a modified version of Agile Software Development to deliver multiple projects simultaneously. This collaborative, lightweight methodology places an onus on you to actively participate in development throughout the project by articulating requirements; prioritizing work according to the value it provides and the budget available; and answering questions, providing feedback, and accepting or rejecting work results in a timely manner. We are not responsible (i) if you fail to provide us with all of your requirements, (ii) for any specifications or design provided by you or any third party, or (iii) for the quality of your legacy data and systems.

7. Amendments. We can change this Agreement including its rates going forward by updating the terms on our site and emailing you with sixty (60) days’ notice.

8. Independent Contractor. We perform these services for you as an independent contractor.

9. Licenses. Our work for you will be provided under AGPLv3, GPLv2, CC BY-SA 3.0 or similar open source licenses. You are responsible for ensuring that you have all required rights necessary to provide JMA Consulting with any information or software that you provide to us. You are responsible to ensure that we are permitted to interface to any software, apps or websites you obtain from third parties.

10. Confidentiality. Your data is yours. We will use it only to assist in providing you services, and will take commercially reasonable steps to prevent inadvertent disclosure. We will maintain the confidentiality of any non-public information that we learn from you about your organization.

11. Promotion and Publicity. We are allowed to use your name and logo to tell others about the work we have done for you unless you ask us not to, in which case we will stop using it in the future.

12. Limitation of Liability. Our work will be carried out in accordance with usual professional and industry standards, provided that any testing to be carried out by us is specified in Appendix A. Except as provided by the previous sentence, there is no warranty for the services or software provided, to the extent permitted by applicable law. We shall not be responsible for any open source code provided to or used in carrying out work for you, including Linux, Apache, MySQL, PHP, WordPress, Drupal, Joomla, Backdrop or CiviCRM and related modules, plugins and extensions (collectively, the “Third Party Software”). Except when otherwise stated in writing the copyright holders and/or other parties provide the Third Party Software "as is" without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. We are not liable or responsible for the operation of the Third Party Software, and any rights or obligations created under the licenses to you for the Third Party Software.

13. Exclusion. JMA Consulting does not provide advice on electronic or online advocacy. For example, we are not licensed lawyers/attorneys or registered lobbyists and do not provide professional advice in these areas. We may provide general advice on how our software can be used to support and manage various advocacy activities, but we do not provide advice on specific advocacy projects or on the content or substance of such advocacy.

14. Limitation of Damages. In no event unless required by applicable law or agreed to in writing, will we be liable to you for damages other than direct damages, and we will not be liable for any general, special, incidental, punitive, exemplary or consequential damages arising out of the use or inability to use the program or arising out of the services we provide to you (for example, we will not be liable for lost profits or revenue, interruption of your business, loss of data or data being rendered inaccurate or losses sustained by you or third parties or a failure of the program to operate with any other programs), even if you or any other party have advised us of the possibility of such damages. In no event will any of our officers, directors, employees or subcontractors be liable to you for any claim in relation to this agreement or its subject matter. Our maximum total liability for damages is the total of fees paid by you to us in the six previous months. We will not be liable for any malfunction of the software caused by modifications to the software or its configuration by you or any other person. No officer, director, employee or subcontractor of JMA Consulting have any personal liability in relation to this agreement or its subject matter.

15. Governing Law. This Agreement shall be governed, construed and interpreted in all respects by the laws of the Canada and by the laws of the Province of Ontario, as such laws are applied to agreements entered into and to be performed entirely within Ontario between Ontario residents, without reference to that body of law known as the conflict of laws. The parties disclaim any application of the U.N. Convention on the International Sales of Goods.

16. Arbitration. All disputes arising out of or in connection with this agreement, or in respect of any legal relationship associated with or derived from this agreement, will be finally resolved by arbitration under the Simplified Arbitration Rules of the ADR Institute of Canada, Inc. The Seat of arbitration will be Toronto, Ontario. The language of the arbitration will be English. Before either party starts an arbitration, the parties shall have 30 days of good faith discussions to attempt to resolve any disputes. Any matter not covered by such arbitration will be heard exclusively by the Courts of the Province of Ontario in the City of Toronto.

17. Electronic Signatures and Counterparts, Execution. The parties agree to accept electronic and/or fax signatures and counterparts of this Agreement and amendments to it. In the event of any conflict between this Agreement and the license to the Third Party Software, the Third Party Software licenses shall take precedence.

18. Understanding, Severability. This Agreement expresses the complete understanding of the parties and supersedes all prior agreements, negotiations, representations, communications and understandings whether written or oral. If any part of it is invalid or unenforceable, then it is deemed severable and does not affect the validity and enforceability of the rest.

19. Termination. You or we may terminate this Agreement on any anniversary of it coming into effect, with or without cause, upon thirty days written notice at no cost or harm whatsoever to either party.

20. Period. This agreement is effective when signed by both parties, and will remain in effect until all its obligations including payment for services rendered are completed.

21. Terms of Service. This agreement is subject to the Terms of Service available at https://jmaconsulting.biz, as they may be modified from time to time.

22. Assignment. You may not assign your rights and obligations under this Agreement to any other person without the prior written consent of JMA Consulting, such consent not to be unreasonably withheld or delayed.