Terms of Service

COMBINED TERMS OF SERVICE AND MASTER SERVICES AGREEMENT

This Combined Terms of Service and Master Services Agreement (the “Agreement”) is entered into by and between SilkStart Technology Inc. / Silkstart Technologies Inc. (“SilkStart” or “Contractor”), and the applicable customer, client, or user identified in the applicable order, registration, membership form, or assignment order (“Customer”, “Client”, or “You”). This Agreement combines the Terms of Service first and the MSA second, and where provisions overlap, the shared provision appears once in consolidated form.

1. TERMS OF SERVICE

1.1 Acceptance and Scope.
By accessing or using SilkStart sites or services, You agree to be bound by this Agreement and all applicable additional terms, and represent that You are legally able and authorized to do so.

1.2 Key Definitions.
“Site” or “Sites” means SilkStart websites, applications, and related online services. “Audience” means Members and Visitors. “Members” and “Visitors” have the meanings used in the Terms of Service. “Assignment Order” means a written order describing a specific Assignment, term, pricing, and related terms, signed by both parties. “Confidential Information” means information identified as confidential or information that should reasonably be understood to be confidential under the circumstances.

1.3 Changes to Terms and Site.
SilkStart may modify these terms or discontinue any Site or service at any time by posting an updated version. Changes are not retroactive, and continued use after posting constitutes acceptance.

1.4 Use Restrictions.
You must comply with all applicable laws and may not use the Site for unlawful, unauthorized, harmful, or disruptive purposes, including actions that interfere with the Site, other users, or SilkStart systems.

1.5 Account and Security.
If You maintain an account, You are responsible for accurate registration information, account security, all activity under the account, and prompt notice of any unauthorized use or security breach.

1.6 Intellectual Property and License.
SilkStart Content and the Site are owned by SilkStart or its licensors and are protected by applicable intellectual property laws. Subject to this Agreement, SilkStart grants a limited, personal, revocable, nonexclusive license to access and use the Site and to download, print, or copy content solely for permitted use.

1.7 Third-Party Sites and Services.
SilkStart may provide links, plug-ins, apps, or other third-party materials for convenience only. SilkStart is not responsible for third-party content, products, services, or transmissions.

1.8 Privacy and Security.
You should review SilkStart’s privacy policy before using the Site to understand data collection, processing, security, sharing, and data subject rights.

1.9 Warranties and Disclaimer.
The Site and Site content are provided “as is” and “as available” without warranties of any kind to the maximum extent permitted by law. SilkStart disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted use, and error-free operation, to the extent permitted by law. No oral or written advice creates any warranty.

1.10 Limitation of Liability.
To the maximum extent permitted by law, SilkStart is not liable for indirect, incidental, consequential, punitive, special, exemplary, or similar damages arising from use of the Site or services. If a limitation is unenforceable, SilkStart’s maximum liability is limited to USD 1,000 unless otherwise required by applicable law.

1.11 Indemnification.
You agree to defend, indemnify, and hold harmless SilkStart and its affiliates, personnel, clients, partners, and service providers from claims, losses, liabilities, costs, and expenses arising from Your use of the Site, Your violation of this Agreement, or infringement of third-party rights, to the extent permitted by law.

1.12 Dispute Resolution; Governing Law.
Except for disputes relating to intellectual property rights or infringement claims, disputes arising from or relating to the Terms of Service are governed by the laws of British Columbia, Canada, and heard in Victoria, British Columbia, unless mandatory law requires otherwise. Claims must be brought within one year after accrual to the extent permitted by law.

1.13 Electronic Contracting.
Your use of or registration for the Site constitutes consent to electronic contracting.

1.14 Geographic Restrictions and Export Controls.
You are responsible for compliance with applicable export, re-export, and local laws governing access to the Site and its content.

1.15 Fees and Refunds.
Fees are payable as described in the applicable subscription or membership form or Assignment Order. Fees may change on notice, are exclusive of taxes and duties, are payable in U.S. dollars unless otherwise stated, and are non-refundable unless required by law or expressly stated otherwise.

1.16 Termination.
SilkStart may suspend or terminate access to the Site or account for violation of the Terms of Service, non-payment, or other cause, with or without notice where permitted by law.

1.17 Copyright Infringement.
Claims of infringement must be sent to SilkStart with sufficient identifying information about the claimant, the protected work, the allegedly infringing material, and the date and time of the alleged infringement.

1.18 Miscellaneous Terms.
Invalid provisions do not affect the remaining provisions; failure to enforce is not a waiver; headings are for convenience only; the Agreement is governed in English; and any other language version is for accommodation only.

2. MASTER SERVICES AGREEMENT

2.1 Scope of Services.
SilkStart will provide professional consulting services only as described in one or more written Assignment Orders executed by both parties. Each Assignment Order is incorporated into this Agreement when accepted by both parties. No work is authorized unless and until the applicable Assignment Order is signed.

2.2 Priority and Order of Precedence.
Each Assignment Order is governed by this Agreement, but if there is a conflict between this Agreement and an Assignment Order, the Assignment Order prevails for that Assignment.

2.3 No Obligation Until Authorized.
No work or charges are authorized unless and until both parties execute an Assignment Order.

2.4 Project Managers.
Each party will designate a project manager for communications, and may change that person on written notice.

2.5 Performance and Schedule.
SilkStart will use commercially reasonable efforts to perform Assignments by the dates in the applicable Assignment Order, subject to delays caused by Client acts or omissions, force majeure, or technical issues not known at the time of order.

2.6 Acceptance.
Deliverables are subject to Client testing and review. If Client does not reject deliverables in writing within the stated review period, deliverables are deemed accepted.

2.7 Changes in Scope.
Any change to the scope of services in an Assignment Order must follow the written change procedure agreed by the parties.

2.8 Rules and Regulations.
SilkStart will comply with Client’s reasonable safety, security, and conduct rules previously provided to SilkStart.

2.9 Subcontracting.
SilkStart may use third parties to perform its obligations, and references to SilkStart include such third parties where applicable.

2.10 Pricing, Expenses, Invoicing, and Taxes.
Services are priced as set out in the applicable Assignment Order. Pre-approved reasonable expenses are reimbursable. Invoices are submitted monthly and payable within 30 days. Client is responsible for applicable taxes, duties, and withholding gross-up obligations, except taxes based on SilkStart’s income. Any undisputed late amounts may accrue interest at the maximum rate permitted by law.

2.11 Confidentiality.
Each party will keep the other party’s Confidential Information confidential and use it only to perform its obligations. Confidential Information includes the terms of this Agreement and non-public technical, commercial, financial, and business information. Each party may disclose the other party’s Confidential Information only to directors, officers, agents, employees, professional advisors, or regulators who need to know or where disclosure is required by law, provided reasonable confidentiality protections are used where legally permitted. These obligations survive as stated in this Agreement.

2.12 Permitted Disclosures.
Confidential Information may be disclosed only as required by law, regulation, court order, or similar process, provided prompt notice is given where legally permitted and reasonable efforts are taken to preserve confidentiality.

2.13 Injunctive Relief.
A breach of confidentiality may cause irreparable harm, and the non-breaching party may seek injunctive relief in addition to any other remedy.

2.14 Survival of Confidentiality.
Confidentiality obligations survive for five years after termination or expiry, except trade secrets, which survive perpetually.

2.15 Warranty.
SilkStart warrants that services under an Assignment will be performed in a workmanlike and professional manner, and the sole remedy for breach of that warranty is re-performance of the nonconforming services. Any re-performed services will be provided at no additional charge.

2.16 Disclaimer of Other Warranties.
Except for the limited warranty above, SilkStart disclaims all other warranties and conditions, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by law.

2.17 Limitation of Liability.
SilkStart’s liability is limited to Client’s actual, direct, provable damages and, in any event, to the total amount paid to SilkStart for the Assignment giving rise to the claim, and SilkStart is not liable for indirect, incidental, consequential, punitive, exemplary, special, or pure economic loss damages, to the extent permitted by law. This limitation applies regardless of theory of liability, including contract, negligence, strict liability, or otherwise, and is an essential term of this Agreement.

2.18 Benefit of Limitations.
All limitations, exclusions, immunities, and defenses available to SilkStart also apply to its subsidiaries, affiliates, officers, employees, agents, subcontractors, and independent contractors.

2.19 Term.
This Agreement begins on the Effective Date and continues until terminated. Each Assignment Order remains in effect until it expires, is completed, or is terminated. Any termination of an Assignment Order does not terminate the entire Agreement unless expressly stated. The Terms of Service remain applicable to Site use, and the MSA terms remain applicable to services performed under an Assignment Order.

2.20 Termination.
Either party may terminate as provided in the applicable termination provisions, including for insolvency or default and, where stated in an Assignment Order or other written notice, without cause on notice. Termination of an Assignment Order does not automatically terminate this Agreement unless stated. Upon termination or expiry, each party will promptly return or destroy the other party’s Confidential Information, except as otherwise required by law.

2.21 Charges on Termination.
Client must pay the prorated portion of any incomplete Assignment and all undisputed amounts due through the termination date. Accrued payment obligations survive termination.

2.22 Survival.
Provisions intended to survive termination, including confidentiality, payment obligations, warranty disclaimers, liability limits, dispute terms, and other necessary provisions, survive expiry or termination.

2.23 Advertising.
Neither party may use the other party’s name or marks in advertising or publicity without prior written approval.

2.24 Non-Solicitation.
During the term and for 18 months thereafter, neither party will directly or indirectly solicit or hire the other party’s employees or subcontractors, subject to applicable law.

2.25 Counterparts and Further Assurances.
This Agreement may be executed in counterparts, each of which is deemed an original. Each party will execute additional documents reasonably necessary to carry out the intent of the Agreement, and electronic signatures are deemed original signatures.

2.26 Remedies.
Available remedies are cumulative unless expressly stated to be exclusive.

2.27 Amendment.
No modification is valid unless in writing and signed by both parties.

2.28 Entire Agreement.
This Agreement, including all Assignment Orders, is the entire agreement between the parties regarding its subject matter and supersedes all prior written or oral agreements or understandings relating to that subject matter.

2.29 Assignment.
Neither party may assign its rights or obligations except as stated in the Agreement or with the other party’s written consent, except that SilkStart may transfer the Agreement in connection with a sale of all or part of its business where permitted.

2.30 No Waiver.
Failure to enforce any provision is not a waiver. No waiver is effective unless in writing and signed by the waiving party.

2.31 Governing Law.
This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, excluding conflict-of-law rules.

2.32 Notices.
Notices must be in writing and delivered by courier, hand delivery, fax, or email to the addresses specified in the applicable order or notice block. Notices are deemed received when delivered by courier or hand delivery, and upon confirmed transmission for fax or email if no bounce-back is received. A party may update its notice details by written notice.

2.33 Force Majeure.
Neither party is liable for delays caused by events beyond its reasonable control, except that payment obligations are not excused. Performance obligations are deferred for the duration of the force majeure event.

2.34 Severability.
If any provision is invalid or unenforceable, the rest remains in effect.

2.35 Relationship of Parties.
The parties are independent contractors and nothing in this Agreement creates a partnership, agency, or joint venture.

2.36 Currency.
All amounts are in U.S. dollars unless stated otherwise.

2.37 Headings.
Headings are for convenience only and do not affect interpretation.

3. GENERAL CONFLICT AND CONSOLIDATION RULES

3.1 Hierarchy.
If a provision in the Terms of Service conflicts with a provision in the MSA for the same subject matter, the more specific provision in the applicable Assignment Order controls for that Assignment, the MSA controls for services matters, and the Terms of Service controls for site-use matters. Where both sections address the same issue, the version imposing the stricter obligation on the using party will govern unless contrary to law.