This "Customer Agreement" (hereinafter referred to as "this Agreement") is a contract between you ("Customer" or "Client") and Frog Creator Production Inc. ("Frog Creator Production Inc.," "we," or "us"). Each party will be referred to as "Party," and collectively as "Parties."
To use the website operated by Frog Creator Production Inc. (www.frogdevshop.com, hereinafter referred to as "the Site") and services related to inquiry forms and the handling of personal information (hereinafter referred to as "Frog Services"), you must agree to and accept all terms set forth in this Agreement. This Agreement and the Privacy Policy incorporated by reference are collectively referred to as the "Terms of Use."
Subject to the terms of this Agreement, Frog Creator Production Inc. may, at its discretion, revise or amend this Agreement or other Terms of Use by posting a revised version on the Site or by sending a notification to the email address associated with you. Notwithstanding the above, by continuing to use Frog Services on or after the date indicated at the beginning of each document, you will be deemed to have agreed to the updated Terms of Use.
By clicking "Agree," you acknowledge and agree that this is an electronic contract that does not require a physical signature, and you accept the Terms of Use as stated herein, entering into a binding agreement with Frog Creator Production Inc. as of today. If you do not accept all Terms of Use, you may not access or use Frog Services.
If you are agreeing to these Terms of Use on behalf of a corporation, you represent and warrant that you have the authority to bind that corporation to the Terms of Use, and you agree that both you as an individual and the corporation will be bound by the Terms of Use. In such cases, "you," "Customer," and "Client" will refer to both you and the corporation.
Please note that Frog Creator Production Inc. does not charge any service fees through the Site. Furthermore, our company is registered in British Columbia, Canada, and this Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada.
The Parties hereby agree as follows:
1. Interpretation
1.1 Definitions
(a) Certified Contractor: A legal entity introduced to the Customer by Frog Creator Production Inc. or identified by the Customer through the Frog website (hereinafter referred to as "Site") and related services.
(b) Confidential Information: Information disclosed or provided under this Agreement in written, verbal, machine-readable, or graphic form that is reasonably deemed private or proprietary to the disclosing Party and not generally known. Confidential Information does not include information that the receiving Party can demonstrate: (a) became publicly known without the receiving Party's fault, (b) was provided to the receiving Party by a third party without confidentiality obligations, (c) was independently developed by the receiving Party without reference to the Confidential Information, or (d) was consented to in writing by the disclosing Party.
(c) Force Majeure: Events or causes beyond a Party's reasonable control, not caused by its employees, subcontractors, consultants, agents, or representatives, including but not limited to strikes, riots, civil commotion, government acts, power outages, fire, flood, epidemics, natural or man-made disasters, etc.
(d) Personnel: Subcontractors, employees, consultants, or representatives of a Party.
(e) Project: A specific project or set of ongoing tasks requested by the Customer and agreed to be provided by a Certified Contractor.
(f) Services: Tasks, activities, or services provided by a Certified Contractor, including but not limited to software development, design, project management, testing, diagnostics, or other professional services.
1.2-1.7 General Interpretation Rules
- Clause and paragraph headings do not affect the interpretation of this Agreement.
- Singular terms include the plural and vice versa.
- References to a Party include its authorized representatives, successors, and permitted assigns.
- References to laws or regulations refer to those in effect as of the last revision date of this Agreement.
- References to written communication include fax and email.
- Terms such as "including," "include," "in particular," and "for example" are illustrative and do not limit the scope of the preceding terms.
2. Frog Services
2.1 Frog Creator Production Inc. provides a platform where independent contractors offering services like software development, design, project management, testing, diagnostics, and other professional tasks ("Certified Contractors" and their "Services") connect with customers seeking such services. This platform operates as a curated talent introduction service.
2.2 To achieve this purpose, Frog Creator Production Inc. provides the following services:
3. Conditions of Use for Frog Services
3.1 The Customer represents and warrants the following:
(a) The Customer is an individual or entity over the age of 18, capable of entering into a legally binding contract.
(b) All information provided by the Customer is accurate, verifiable, and authentic.
(c) The Customer is not a citizen or resident of a country or region subject to sanctions or embargoes by Canada or other sovereign nations, nor a person disqualified from receiving controlled items under Canada's export control laws or other economic sanctions.
3.2 The Customer agrees to provide the Certified Contractor with the necessary information, materials, and access to personnel needed to deliver the Services.
3.3 The Customer guarantees that it has obtained all necessary permissions and consents from data subjects before providing personally identifiable information to Frog Creator Production Inc.
4. Service Provision and Payment Arrangements
4.1 Frog Creator Production Inc. will exercise reasonable care in pre-screening and introducing Certified Contractors to the Customer; however, the decision to contract with a Certified Contractor for the delivery of services remains solely the responsibility of the Customer.
4.2 If the Customer decides to engage a Certified Contractor for the provision of services, the agreement (hereinafter referred to as the "Service Agreement") will be formed directly between the Customer and the relevant Certified Contractor. Frog Creator Production Inc. will not act as a third party to the Service Agreement.
4.3 Frog Creator Production Inc. does not charge any fees for services rendered through the Site.
5. Frog Service Fees
5.1 We do not charge service fees to customers using our services.
6. Liability
6.1 Frog Creator Production Inc. may assist in facilitating the establishment of a Service Agreement between the Customer and the Certified Contractor; however, it does not have the authority to enter into or make commitments on behalf of the Certified Contractor to the Customer. The Customer waives the right to claim any losses or damages from Frog Creator Production Inc. arising from transactions with the Certified Contractor.
6.2 The Parties agree and acknowledge that Certified Contractors are not subcontractors or employees of Frog Creator Production Inc. Frog Creator Production Inc. shall not be liable for the quality of services provided by the Certified Contractor or for any breach of contract or law (including intellectual property rights infringement) by the Certified Contractor.
6.3 Frog Services are provided "as is" and "as available," and Frog Creator Production Inc. expressly disclaims all representations and warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, or any warranties arising from the course of dealing, performance, or trade usage.
6.4 In no event shall Frog Creator Production Inc., its affiliates, licensors, service providers, employees, agents, officers, or directors be liable for any incidental, consequential, special, punitive, or exemplary damages (including personal injury, business loss, loss of profits, revenue, or anticipated savings, loss of data, etc.) arising out of or related to this Agreement, whether or not the Customer has been advised of the possibility of such damages, regardless of the cause of action (contract, tort, warranty breach, etc.).
The foregoing does not affect liability that cannot be excluded or limited under applicable law.
6.5 The Customer further agrees that Frog Creator Production Inc.'s total liability for any claims arising out of or related to this Agreement or the use of Frog Services shall not exceed (a) CAD $1,000, or (b) the total amount of any fees paid in the past six months if any service fees are applicable, whichever is lower.
7. Confidentiality
7.1 Frog Creator Production Inc. agrees not to disclose, leak, report, or use the Customer's Confidential Information for any purpose, except when authorized by the Customer or necessary to inform the Certified Contractor of the services requested by the Customer.
7.2 Frog Creator Production Inc. may share the Customer's Confidential Information with its personnel or Certified Contractors, solely for the purposes consistent with the terms of this Agreement.
7.3 The Customer agrees not to disclose, leak, report, or use any Confidential Information received from Frog Creator Production Inc. for any purpose, except when authorized by Frog Creator Production Inc.
8. Non-Solicitation and Circumvention Prohibition
8.1 The Customer agrees not to directly or indirectly solicit employment or business cooperation from any employee or subcontractor engaged by the Certified Contractor during the term of this Agreement and for one year following its termination (or one year following the cancellation of the Customer's account).
8.2 The Customer agrees not to seek or receive services or business directly or indirectly from any Certified Contractor without prior written consent from Frog Creator Production Inc. for one year from the later of (a) the termination date of this Agreement (or the cancellation of the Customer's account), or (b) the date of the last invoice issued to the Customer through the Frog platform.
9. Term and Termination
9.1 The term of this Agreement (the "Term") commences on the date of acceptance and remains effective until terminated by either Party with at least 10 business days' written notice to the other Party (or upon the suspension or cancellation of the Customer's account). Such termination does not affect the validity of any Service Agreement formed before termination, and this Agreement will continue to apply to those Service Agreements.
10. Survival
10.1 Provisions of this Agreement that by their nature or explicit terms contemplate performance or compliance after termination shall survive termination and remain in full force and effect.
11. No Partnership
11.1 This Agreement does not constitute, nor is it intended to establish, a partnership or joint venture between the Parties.
12. Force Majeure
12.1 Neither Party shall be liable for any act or omission due to Force Majeure. Affected Parties must promptly notify the other Party to be excused from daily performance obligations. Affected Parties shall endeavor, within commercially reasonable limits, to avoid or mitigate the effects of the Force Majeure and shall resume performance once the cause is removed.
13. Electronic Notices
13.1 The Customer agrees to:
(a) Use electronic means for completing this Agreement and providing notices under this Agreement.
(b) Use electronic records for storing information related to this Agreement or use of the Frog platform.
13.2 All notices under this Agreement shall be in writing in English and delivered as follows:
(a) From Frog Creator Production Inc. via email to the address provided by the Customer or posted on the Site.
(b) From the Customer via email to legal@frogdevshop.com or another address designated by Frog Creator Production Inc. in writing.
14. Waiver of Rights
14.1 Waivers of rights or remedies under this Agreement or by law shall be effective only if in writing and shall not be considered waivers of subsequent breaches or defaults.
14.2 Failure or delay in exercising any right or remedy does not constitute a waiver of that right or remedy and does not prevent or limit its further exercise.
15. Severability
15.1 If any provision of this Agreement is found invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to be lawful, valid, and enforceable. If modification is not possible, the provision shall be deleted. Modification or deletion of any provision shall not affect the validity and enforceability of the remainder of the Agreement.
15.2 If any provision of this Agreement is found invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend the provision to achieve the original commercial intent as closely as possible.
16. Entire Agreement
16.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, promises, warranties, representations, and understandings related to its subject matter, whether written or oral.
17. Amendments
17.1 Amendments to this Agreement shall only be binding on Frog Creator Production Inc. if signed in writing by an authorized representative of Frog Creator Production Inc.
18. Assignment
18.1 The Customer may not assign rights or obligations under this Agreement without prior written consent from Frog Creator Production Inc. Frog Creator Production Inc. may assign this Agreement at its sole discretion to current or future affiliates without Customer consent. This Agreement shall bind and benefit successors, heirs, and permitted assigns of the Parties.
19. Governing Law and Jurisdiction
19.1 This Agreement, and all disputes or claims arising out of or relating to it (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to conflict of law principles.