Terms of
Service

1. Who We Are

"Nexsite," "we," "us," and "our" refer to Nexsite, a web design, web development, and SEO service provider based in Pickering, Ontario, Canada.

"Client," "you," and "your" refer to any visitor, prospective client, current client, former client, business, organization, or person who uses this website, submits information, requests work, approves work, pays for services, or otherwise interacts with Nexsite.

If Nexsite later incorporates or changes its legal name, these Terms will continue to apply to the same business operating under the Nexsite brand unless replaced by updated terms or a signed agreement.

2. Scope of These Terms

These Terms apply to:

• Use of the Nexsite website.
• Contact forms, intake forms, questionnaires, and project submissions.
• Free or paid previews.
• Website design and development services.
• Website redesigns and migrations.
• SEO, local SEO, technical SEO, and Google Search Console setup.
• Website maintenance and update services.
• Hosting, deployment, DNS, form, analytics, and third-party tool setup.
• Proposals, quotes, invoices, emails, project communications, and deliverables.
• Any other service provided by Nexsite unless a separate written agreement says otherwise.

If there is a conflict between these Terms and a signed written agreement, master service agreement, statement of work, or accepted proposal, the signed or specifically accepted document will control only for that specific conflict. All other parts of these Terms continue to apply.

3. No Legal, Financial, Medical, Tax, or Regulated Advice

Nexsite provides website, digital design, development, SEO, and related business support services. We do not provide legal, financial, accounting, tax, medical, insurance, investment, compliance, or regulated professional advice.

Any website copy, policy wording, disclaimer, SEO content, service description, marketing claim, accessibility suggestion, or compliance-related recommendation we provide is for general business and marketing purposes only. You are responsible for obtaining qualified professional advice before publishing regulated, legal, financial, medical, insurance, health, safety, employment, privacy, or compliance-related content.

4. Website Use

You may use this website only for lawful business or informational purposes. You agree not to:

• Interfere with the security, availability, or performance of the website.
• Attempt unauthorized access to any system, account, server, form, or database.
• Scrape, crawl, copy, or extract website content in a way that harms Nexsite or exceeds normal search-engine indexing.
• Submit spam, malware, malicious links, false information, or unlawful material.
• Use the website to infringe intellectual property, privacy, publicity, or other rights.
• Misrepresent your identity, business, authority, or relationship with another party.
• Reverse engineer, copy, clone, or commercially exploit Nexsite's website, design, code, structure, copy, pricing pages, service pages, or brand assets without written permission.

We may restrict, block, suspend, or refuse access to the website or services where we reasonably believe there has been abuse, misuse, non-payment, fraud, unlawful activity, or conduct that creates risk for Nexsite, our systems, our providers, or our clients.

5. Services Are Business Services

Nexsite primarily provides services to businesses, organizations, contractors, service providers, and commercial clients.

If you purchase services as an individual consumer and mandatory consumer-protection law applies, nothing in these Terms limits rights that cannot legally be waived. However, to the fullest extent permitted by law, these Terms will still apply to the service relationship.

6. Proposals, Quotes, and Statements of Work

A proposal, quote, pricing page, email estimate, or discussion does not create a binding obligation for Nexsite to perform work unless Nexsite accepts the project and the required payment, deposit, signed agreement, or written approval has been received.

Each project may be governed by one or more of the following:

• Proposal.
• Invoice.
• Statement of work.
• Master service agreement.
• Email approval.
• Written project scope.
• Maintenance plan.
• Subscription or retainer terms.
• These Terms.

Project scope is limited to what is expressly included in writing. Anything not clearly included is excluded.

Examples of excluded work unless specifically included:

• Logo design.
• Brand strategy.
• Copywriting beyond the agreed scope.
• Photography or video production.
• Advanced animation.
• Custom dashboards or portals.
• Online store setup.
• Payment gateway setup.
• Booking systems.
• Membership systems.
• CRM setup.
• Paid ads.
• Ongoing SEO content.
• Blog writing.
• Link building.
• Reputation management.
• Accessibility audits.
• Legal policy drafting.
• Translation.
• Multilingual setup.
• Custom software integrations.
• Crypto wallet or regulated financial functionality.
• Custom backend development.
• Emergency support.
• Work outside normal business hours.

If work outside the agreed scope is requested, Nexsite may require a separate quote, change order, written approval, and additional payment before starting that work.

7. Preview-First Work

Nexsite may offer preview-first website work, homepage previews, concept previews, mockups, draft pages, or sample designs before a full project is accepted.

Unless otherwise stated in writing:

• A preview is a draft concept only.
• A preview does not guarantee final design, content, functionality, timeline, pricing, or availability.
• A preview remains Nexsite's intellectual property unless and until a paid project is accepted and all required amounts are paid.
• You may not copy, rebuild, reproduce, publish, use, modify, or provide the preview to another designer, developer, agency, freelancer, or platform without written permission.
• Nexsite may withdraw, revise, or decline a preview offer at any time before a project is accepted.
• "Pay only if you love it," "preview-first," or similar wording applies only to the specific preview stage and does not cancel payment obligations once you approve, accept, continue with, or pay for a project.

Once a project is approved, accepted, invoiced, or moved into production, standard payment, cancellation, revision, ownership, and delivery terms apply.

8. Client Responsibilities

You are responsible for providing accurate, complete, lawful, and timely information required for Nexsite to perform the services.

This may include:

• Business name, contact details, service areas, service descriptions, and pricing information.
• Existing website access.
• Domain registrar access.
• DNS access.
• Hosting access.
• Email provider access.
• Google Business Profile access.
• Google Search Console access.
• Analytics access.
• CMS access.
• Logo files.
• Images, videos, brand assets, testimonials, reviews, licenses, permits, and credentials.
• Written approvals and feedback.
• Any third-party accounts required for the project.

You represent and warrant that all content, materials, credentials, information, and access you provide are accurate, lawful, authorized, and do not infringe any third-party rights.

Nexsite is not responsible for delays, errors, legal claims, performance issues, ranking issues, launch issues, email issues, missed deadlines, or additional costs caused by:

• Missing or late materials.
• Incorrect information.
• Delayed feedback.
• Delayed approvals.
• Unavailable decision-makers.
• Blocked account access.
• Incorrect login credentials.
• Expired domains.
• Expired hosting.
• Expired payment methods.
• Third-party outages.
• DNS propagation.
• Email provider issues.
• Registrar restrictions.
• Platform limitations.
• Client-requested changes.
• Legal or compliance issues in client-provided content.

9. Approvals and Feedback

You agree to provide feedback, approvals, content, and access in a timely manner.

Unless another timeline is stated in writing:

• Feedback should be provided within 5 business days of a request.
• Approval or material objections should be provided within 7 calendar days of a milestone, draft, preview, or deliverable being sent.
• If no material written objection is received within that period, Nexsite may treat the item as accepted for scheduling, invoicing, and project-management purposes.

A "material objection" must clearly identify the issue and the specific change requested. General comments such as "make it better," "not feeling it," "needs more pop," or "try something else" may require further clarification and may count as revision work.

Delayed feedback or approval may pause the project, move the project behind other scheduled work, delay launch, extend timelines, or require a restart fee if the project becomes stale.

10. Revisions

Revisions are limited to the number, type, and stage described in the proposal or written scope.

Unless otherwise stated, revisions mean reasonable changes to work already created within the agreed direction. Revisions do not include:

• A full redesign after approval.
• A new creative direction.
• A new page structure.
• New pages.
• New functionality.
• Rewriting large amounts of copy.
• Replacing core brand direction.
• Rebuilding approved sections.
• Changing platforms.
• Adding new third-party tools or features.
• Undoing previous approvals.
• Work caused by incomplete or incorrect client information.

Nexsite may charge additional fees for out-of-scope revisions, repeated changes, late-stage changes, or changes requested after approval.

"Unlimited edits" means reasonable content and maintenance edits within the agreed plan and does not mean unlimited redesigns, rebuilds, new pages, new functionality, emergency work, SEO campaigns, custom development, or work outside the original service category.

11. Project Timelines

Any timeline, launch date, turnaround time, or delivery estimate is an estimate only unless expressly stated as a guaranteed deadline in a signed agreement.

Timelines depend on:

• Timely payment.
• Client responsiveness.
• Access to required accounts.
• Availability of content and assets.
• Scope stability.
• Third-party tools.
• Registrar, DNS, hosting, email, and platform behaviour.
• Search engine crawling and indexing.
• Revision volume.
• Approval speed.

Nexsite is not liable for delays caused by client inaction, third-party services, force majeure events, or circumstances outside Nexsite's reasonable control.

12. Inactive, Delayed, or Abandoned Projects

If you do not provide required feedback, approvals, content, access, or payment for 14 calendar days, Nexsite may pause the project.

If a project remains inactive for 30 calendar days, Nexsite may move the project out of active production and reschedule it based on availability.

If a project remains inactive for 60 calendar days, Nexsite may treat the project as abandoned. In that case:

• Amounts already paid are non-refundable.
• Work completed remains billable.
• Any unpaid invoices become immediately due.
• Nexsite may close the project.
• Restarting the project may require a new quote, restart fee, updated timeline, and updated scope.

13. Payment Terms

Payment terms are set out in the applicable invoice, proposal, agreement, or written scope.

Unless otherwise stated in writing:

• Deposits are due before work begins.
• Deposits reserve project time and cover planning, strategy, design, development, and administrative work.
• Deposits are non-refundable once work has started.
• Invoices are due upon receipt.
• Final payment is due before launch, source handoff, file transfer, production deployment, or final delivery.
• Monthly plans, retainers, subscriptions, hosting, maintenance, and ongoing SEO services are billed in advance.
• Taxes, processing fees, platform charges, subscription costs, and third-party costs may be added where applicable.

Nexsite may withhold launch, deployment, access transfer, source files, website files, CMS access, credentials, training, deliverables, or ongoing work until all outstanding amounts are paid.

14. Late Payments and Non-Payment

If payment is late, Nexsite may:

• Pause all work.
• Delay launch or delivery.
• Suspend maintenance or support.
• Remove the project from active scheduling.
• Withhold files, credentials, access transfers, deployment, or deliverables.
• Charge late fees or interest where permitted by law.
• Require payment in full before resuming work.
• Require a restart fee.
• Terminate the service relationship.
• Send overdue amounts to collections or pursue legal remedies.

Unless otherwise stated in writing, overdue amounts may accrue interest at 2% per month, calculated monthly, or the maximum amount permitted by law, whichever is lower.

You are responsible for reasonable collection costs, chargeback fees, legal fees, and administrative costs incurred by Nexsite in collecting overdue amounts, to the extent permitted by law.

15. Chargebacks and Payment Disputes

You agree not to initiate a chargeback, payment reversal, or payment dispute for services that were authorized, approved, partially performed, delivered, or made available to you without first contacting Nexsite in writing and allowing a reasonable opportunity to resolve the issue.

Improper chargebacks may result in immediate suspension of services, withholding of deliverables, termination of access, collection action, and recovery of associated fees.

16. Cancellation by Client

You may cancel a project by written notice. Cancellation does not remove your obligation to pay for work already performed, time reserved, third-party costs incurred, or commitments already made.

Upon cancellation:

• Deposits remain non-refundable once work has started.
• Completed work remains billable.
• Work in progress may be billed based on time spent, milestones reached, or percentage of project completed.
• Third-party costs remain your responsibility.
• Nexsite may retain unpaid deliverables until all amounts are paid.
• Any discounted, bundled, or promotional pricing may be recalculated at standard rates if the full project or minimum term is not completed.

For monthly, subscription, retainer, or fixed-term plans, the cancellation terms in the applicable proposal or agreement apply. If a minimum term is agreed, you remain responsible for the fees due for that minimum term unless Nexsite agrees otherwise in writing.

17. Cancellation or Termination by Nexsite

Nexsite may suspend or terminate services, withhold deliverables, or refuse future work if:

• You fail to pay on time.
• You fail to provide required access, content, or approvals.
• You request unlawful, misleading, abusive, infringing, or unethical work.
• You provide false or incomplete information.
• You misuse Nexsite work, previews, systems, or communications.
• You are abusive, threatening, harassing, or unreasonable.
• Continuing the project creates legal, reputational, financial, security, or operational risk.
• A third-party service prevents or materially affects delivery.
• The working relationship has broken down.

If Nexsite terminates for client breach, all fees for completed work, reserved time, third-party costs, and unpaid invoices remain due.

18. Ownership of Client Materials

You retain ownership of materials you provide to Nexsite, including your logo, photos, written content, brand assets, trademarks, business information, and account credentials.

You grant Nexsite a non-exclusive, worldwide, royalty-free license to use, copy, edit, display, modify, upload, process, and publish those materials solely as needed to provide the services, build the website, prepare previews, create deliverables, communicate with you, and maintain project records.

You represent and warrant that you have all rights, permissions, licenses, and consents required for Nexsite to use those materials.

19. Ownership of Nexsite Materials

Nexsite retains ownership of all pre-existing materials, know-how, processes, systems, methods, templates, code snippets, internal tools, design patterns, workflows, documentation, reusable components, strategy, concepts, unpublished drafts, and business materials developed or used by Nexsite.

Unless otherwise agreed in writing, Nexsite may reuse general skills, knowledge, methods, frameworks, components, layouts, structures, code patterns, and non-confidential ideas in future projects.

Nothing in these Terms transfers ownership of Nexsite's business name, brand, website, internal systems, templates, processes, trade secrets, or proprietary materials.

20. Ownership of Final Deliverables

Subject to full payment of all amounts due, you will receive the ownership or usage rights expressly stated in the applicable proposal or agreement.

Unless otherwise stated in writing, after full payment:

• You may use the final approved website for your own business.
• You may use final approved copy, layouts, and design work created specifically for your project.
• You may receive access to the live website, CMS, hosting account, or repository where applicable.
• Third-party assets remain governed by their own licenses.
• Nexsite pre-existing materials remain owned by Nexsite.
• Drafts, rejected concepts, previews, unused designs, and internal working files remain owned by Nexsite.

No ownership transfer occurs until all invoices, fees, third-party costs, late fees, and applicable taxes are paid in full.

21. Source Files, Code, and Handoff

Nexsite is not required to provide raw source files, editable design files, private repositories, build files, credentials, environment variables, deployment settings, internal notes, project-management records, or working files unless specifically included in writing.

Where handoff is included, handoff may be limited to the final website, final exported assets, CMS access, deployment access, or repository access described in the project scope.

Nexsite may remove private credentials, API keys, internal comments, proprietary tooling, unrelated code, or reusable internal materials before handoff.

22. Third-Party Services

Nexsite may use, configure, recommend, or integrate third-party services, including but not limited to:

• Vercel.
• Netlify.
• GitHub.
• Google Search Console.
• Google Analytics or Vercel Analytics, where applicable.
• Google Maps.
• Google Business Profile.
• Formspree.
• Tally.
• Domain registrars.
• DNS providers.
• Email providers.
• CMS platforms.
• SEO tools such as Ahrefs or Semrush.
• Payment processors.
• Scheduling tools.
• Hosting providers.
• Plugins, APIs, libraries, fonts, and open-source packages.

Third-party services are governed by their own terms, policies, pricing, limits, uptime, support, privacy practices, and availability. Nexsite does not control and is not liable for third-party outages, price changes, feature changes, account suspensions, security incidents, API changes, data loss, policy changes, indexing delays, DNS propagation, email disruption, or platform restrictions.

You are responsible for maintaining your own third-party accounts, payment methods, renewals, credentials, permissions, and compliance obligations unless a written agreement says otherwise.

23. Domains, DNS, Hosting, and Email

You are responsible for ownership and renewal of your domain name unless otherwise stated in writing.

Where Nexsite assists with DNS, hosting, deployment, email records, SPF, DKIM, DMARC, MX records, redirects, nameservers, or domain connection, you authorize Nexsite to make reasonable changes required to perform the work.

You acknowledge that DNS, domain, email, hosting, and registrar changes can temporarily affect website availability, email delivery, search indexing, tracking, forms, redirects, or other services.

Nexsite is not responsible for loss, interruption, downtime, missed emails, propagation delays, registrar restrictions, misconfigured pre-existing records, expired domains, expired hosting, expired payment methods, or third-party provider behaviour outside Nexsite's control.

24. Hosting and Maintenance Plans

Hosting, maintenance, support, SEO, and monthly service plans cover only the services expressly included in the applicable plan.

Unless otherwise stated in writing, maintenance does not include:

• Full redesigns.
• New pages.
• New features.
• New third-party tools or features.
• SEO campaigns.
• Blog writing.
• Paid advertising.
• Emergency support.
• Malware cleanup.
• Hacked-site recovery.
• Custom backend development.
• Online store management.
• Legal compliance audits.
• Accessibility audits.
• Major platform migrations.
• Third-party subscription fees.
• Work caused by client or third-party changes.
• Work outside the agreed website or account.

Nexsite may change, pause, or discontinue a hosting, maintenance, or monthly service plan with reasonable notice, subject to any signed agreement.

25. SEO, Search Engines, Rankings, and Business Results

Nexsite may provide SEO-related services, including technical SEO, on-page SEO, local SEO structure, metadata, sitemap setup, indexing support, performance optimization, Google Search Console setup, content recommendations, internal linking, and related work.

You acknowledge that search engines, AI search platforms, directories, maps, social platforms, review platforms, and advertising platforms are controlled by third parties.

Nexsite does not guarantee:

• Search rankings.
• Google indexing speed.
• Google Search Console data accuracy.
• Google Business Profile visibility.
• Map pack placement.
• Organic traffic.
• Leads.
• Calls.
• Form submissions.
• Sales.
• Revenue.
• Conversion rates.
• AI Overview visibility.
• ChatGPT, Perplexity, Gemini, or other AI-search visibility.
• Backlink acquisition.
• Review growth.
• Competitor movement.
• Algorithm outcomes.

SEO and business results depend on many factors outside Nexsite's control, including competition, budget, content quality, location, business reputation, reviews, offer strength, website history, domain authority, backlinks, search-engine algorithms, platform changes, market demand, and client follow-through.

26. Website Performance

Nexsite may aim to build fast, accessible, responsive, and technically sound websites. However, performance scores and technical metrics can vary based on third-party scripts, fonts, images, hosting, user location, device type, browser, network, analytics tools, embedded maps, forms, plugins, CMS behaviour, and later changes.

Unless specifically guaranteed in writing, Nexsite does not guarantee any particular Lighthouse score, PageSpeed score, Core Web Vitals result, uptime level, accessibility score, SEO score, crawl score, or conversion score.

27. Accessibility

Nexsite may use reasonable efforts to follow modern web standards and accessibility-conscious practices. However, unless a formal accessibility audit or compliance package is expressly included in writing, Nexsite does not guarantee compliance with AODA, WCAG, ADA, EN 301 549, or any other accessibility law, regulation, standard, or guideline.

You are responsible for determining whether your website must meet any specific accessibility requirements and for obtaining professional accessibility or legal review where required.

28. Client Content and Legal Compliance

You are solely responsible for the accuracy, legality, and completeness of all content published on your website or provided to Nexsite.

This includes:

• Service claims.
• Pricing.
• Guarantees.
• Warranties.
• Licenses.
• Certifications.
• Testimonials.
• Reviews.
• Before-and-after photos.
• Case studies.
• Awards.
• Logos.
• Trademarks.
• Images.
• Videos.
• Health, safety, legal, financial, insurance, or regulated claims.
• Privacy policies.
• Terms and conditions.
• Cookie notices.
• Refund policies.
• Shipping policies.
• Employment content.
• Promotional offers.
• Industry-specific disclosures.

Nexsite may assist with drafting or editing website content, but you are responsible for reviewing and approving all content before publication.

Your approval means you confirm that the content is accurate, lawful, authorized, and acceptable for publication.

29. Forms, Leads, and Data Collection

Nexsite may set up or connect forms, lead capture tools, email notifications, analytics, or related systems.

You are responsible for:

• Reviewing form fields.
• Confirming who receives submissions.
• Maintaining secure email accounts.
• Responding to leads.
• Complying with privacy, anti-spam, consent, and recordkeeping laws.
• Maintaining your own privacy policy and terms where required.
• Protecting personal information collected through your website.
• Confirming whether sensitive information should or should not be collected.

Nexsite is not responsible for missed leads, spam submissions, email filtering, form provider outages, incorrect recipient emails, client-side privacy obligations, or client misuse of personal information.

30. Excluded Online Stores, Payments, Wallets, and Regulated Features

Online stores, payment processing, subscriptions, booking deposits, crypto wallets, financial tools, healthcare tools, insurance tools, legal tools, identity verification, and other regulated or high-risk functionality are not included in standard Nexsite website projects. If any such item is ever considered, it must be handled under a separate written scope and may require legal, compliance, security, or professional review.

Nexsite does not act as a payment processor, bank, custodian, broker, financial institution, healthcare provider, legal provider, or regulated intermediary.

You are responsible for all legal, tax, financial, consumer, privacy, refund, chargeback, fraud, and platform obligations connected to payment or regulated functionality.

31. Security

Nexsite uses reasonable technical and operational safeguards when providing services. However, no website, platform, hosting provider, email system, form provider, codebase, DNS setup, or third-party service can be guaranteed completely secure or uninterrupted.

Unless expressly included in writing, Nexsite does not provide:

• Penetration testing.
• Security audits.
• Malware monitoring.
• Hacked-site recovery.
• Incident response.
• Compliance certification.
• SOC 2, ISO, HIPAA, PCI, or equivalent compliance services.
• Continuous vulnerability monitoring.

You are responsible for secure passwords, account recovery, two-factor authentication, staff access, third-party account permissions, backups, internal device security, and safe handling of credentials.

32. Confidentiality

Each party may receive confidential or non-public information from the other during a project.

Nexsite will use reasonable care to protect confidential client information and will use it only as needed to provide services, communicate with you, maintain records, comply with law, or enforce agreements.

Confidential information does not include information that:

• Is publicly available.
• Was already known without restriction.
• Is independently developed.
• Is received lawfully from another source.
• Must be disclosed by law, court order, regulator, or legal process.

You agree not to disclose Nexsite's private processes, proposals, pricing logic, unpublished previews, internal documents, technical methods, account credentials, or non-public business information without written permission.

33. Portfolio Use and Public Credit

Unless you request otherwise in writing before project completion, Nexsite may display completed work, screenshots, links, project descriptions, client names, general results, and non-confidential project details in its portfolio, case studies, website, social media, proposals, or marketing materials.

Nexsite may include a discreet website credit or footer link only where agreed or appropriate. If you want a credit removed, contact Nexsite and we will review the request reasonably.

Nexsite will not knowingly publish confidential information, private credentials, unpublished business information, or sensitive internal material in portfolio use.

34. Testimonials, Reviews, and Feedback

If you provide a testimonial, review, rating, quote, message, or feedback, you grant Nexsite permission to use it for marketing, portfolio, website, social media, sales, and credibility purposes, unless you clearly state otherwise in writing.

Nexsite may edit testimonials for grammar, length, formatting, or clarity, provided the meaning is not materially changed.

35. Non-Exclusivity

Unless expressly agreed in writing, Nexsite may work with other businesses, including businesses in similar industries, service areas, or markets.

Nexsite does not grant category exclusivity, geographic exclusivity, SEO exclusivity, design exclusivity, or competitor restrictions unless specifically agreed in a signed written agreement.

36. No Employment, Partnership, or Agency Relationship

Nothing in these Terms creates an employment, partnership, joint venture, franchise, fiduciary, agency, or exclusive relationship between you and Nexsite.

Nexsite is an independent service provider. You do not have authority to bind Nexsite, and Nexsite does not have authority to bind you except as expressly authorized for the purpose of providing services, such as making approved website, DNS, hosting, or account changes.

37. Disclaimers

The website and services are provided on an "as is" and "as available" basis, except as expressly stated in a written agreement.

To the fullest extent permitted by law, Nexsite disclaims all warranties, representations, and conditions not expressly stated in writing, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free performance, ranking improvement, revenue growth, lead generation, or compatibility with every browser, device, platform, plugin, integration, or third-party service.

Nexsite does not warrant that:

• The website will be uninterrupted or error-free.
• Third-party services will remain available.
• Search engines will crawl, index, rank, or display pages in any particular way.
• Forms, emails, analytics, redirects, maps, APIs, plugins, or embeds will operate without interruption.
• All bugs, errors, compatibility issues, or performance issues will be identified or resolved.
• The services will achieve any specific commercial outcome.

38. Limitation of Liability

To the fullest extent permitted by law, Nexsite and its owners, contractors, suppliers, service providers, and representatives will not be liable for any indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, including lost profits, lost revenue, lost leads, lost business, lost goodwill, lost data, lost rankings, lost traffic, reputational harm, business interruption, or cost of substitute services.

To the fullest extent permitted by law, Nexsite's total aggregate liability for any claim arising out of or relating to the website, services, project, proposal, invoice, deliverable, delay, error, omission, or these Terms is limited to the amount actually paid by you to Nexsite for the specific service giving rise to the claim.

If the claim relates to a monthly service, maintenance plan, hosting plan, retainer, or subscription, Nexsite's total liability is limited to the amount paid for that specific service during the 3 months immediately before the event giving rise to the claim.

These limitations apply regardless of the legal theory, including contract, tort, negligence, strict liability, misrepresentation, statute, equity, or otherwise, even if Nexsite was advised of the possibility of such damages.

39. Indemnification

You agree to defend, indemnify, and hold harmless Nexsite and its owners, contractors, suppliers, service providers, and representatives from and against any claims, demands, losses, liabilities, damages, penalties, costs, and expenses, including reasonable legal fees, arising out of or related to:

• Your content, materials, instructions, approvals, or omissions.
• Your breach of these Terms.
• Your breach of any proposal, invoice, agreement, or statement of work.
• Your violation of law.
• Your violation of third-party rights.
• Your misuse of the website or services.
• Your products, services, claims, offers, warranties, guarantees, testimonials, reviews, or business practices.
• Any content Nexsite publishes at your direction or with your approval.
• Any third-party claim relating to your website, business, content, domain, accounts, marketing, privacy practices, or data handling.

40. Force Majeure

Nexsite is not responsible for delay or failure to perform caused by events beyond its reasonable control, including internet outages, hosting outages, DNS failures, registrar issues, cyberattacks, platform outages, power failures, illness, emergency, labour disruption, natural disaster, fire, flood, war, terrorism, pandemic, government action, legal restriction, supply-chain issue, payment processor issue, or third-party service failure.

41. Dispute Resolution

Before starting a legal claim, you agree to first contact Nexsite in writing and provide a reasonable description of the issue, the requested resolution, and supporting information.

The parties will attempt in good faith to resolve the dispute informally.

If the dispute cannot be resolved informally, the dispute will be governed by the laws of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law rules.

Subject to any non-waivable rights under applicable law, the courts located in Ontario, Canada will have exclusive jurisdiction over disputes arising from or relating to these Terms, the website, or Nexsite's services.

42. Class Action Waiver

To the fullest extent permitted by law, disputes must be brought on an individual basis only. You agree not to bring or participate in any class action, collective action, representative action, private attorney general action, or consolidated proceeding against Nexsite.

43. Electronic Communications and Acceptance

You agree that emails, electronic signatures, online approvals, form submissions, invoice payments, project-management messages, and other electronic communications may satisfy any requirement for written communication, approval, consent, or acceptance, unless a specific signed document is legally required.

You are responsible for keeping your contact information current and monitoring the email address used for the project.

44. Changes to These Terms

Nexsite may update these Terms from time to time. The updated version will be posted on the website with a revised "Last updated" date.

The version of the Terms in effect when you use the website, submit a request, approve work, or continue using services will apply to that use or service, unless a signed agreement states otherwise.

Material changes will not retroactively change a signed fixed-scope agreement unless permitted by law or agreed in writing.

45. Assignment

You may not assign, transfer, or delegate your rights or obligations under these Terms without Nexsite's written consent.

Nexsite may assign or transfer its rights and obligations in connection with a merger, acquisition, incorporation, restructuring, asset sale, business transfer, or change in operating entity, provided the successor continues to honour applicable service obligations.

46. Severability

If any part of these Terms is found invalid, unlawful, or unenforceable, that part will be limited or removed to the minimum extent necessary, and the remaining parts will continue in full force and effect.

47. No Waiver

Nexsite's failure to enforce any part of these Terms does not waive its right to enforce that part later. Any waiver must be in writing and signed or clearly accepted by Nexsite.

48. Entire Agreement

These Terms, together with any applicable proposal, invoice, statement of work, signed agreement, privacy policy, and written project-specific terms, form the entire agreement between you and Nexsite for the relevant website use or service.

They replace any prior informal discussion, message, draft, estimate, or understanding to the extent it conflicts with the final accepted written scope.

49. Contact

Questions about these Terms can be sent to:

Nexsite, Pickering, Ontario, Canada. Email: liam@nexsite.ca.