WEB PORTAL DESIGN AGREEMENT
THIS WEB
PORTAL DESIGN AGREEMENT (this “Agreement”) made,
entered into and effective as of March 1, 2007.
BY AND
BETWEEN:
Metapoint Technologies Corp. . a company duly incorporated
under the laws of Delaware (the “Company”)
AND
:
Portlogic Systems Inc., a company duly incorporated under
the laws of Nevada (the "Service Provider"),
WHEREAS the
Company’s business includes performing marketing and
advertising services using electronic media, and the Service
Provider is in the business of designing and providing interactive
online community portals and websites,
NOW
THEREFORE IN CONSIDERATION of the mutual covenants and agreements
hereinafter contained and for other good and valuable consideration
(the receipt and sufficiency of which is acknowledged by each
party), the parties agree as follows:
ARTICLE 1: SERVICES
1.1. The
Company engages the Service Provider as an independent contractor
to program and integrate into two thematic websites supplied by the
Company (each a “Website”) the following interactive
and portal management functions (the “Services”):
a)
Membership system.
b) Message
forums.
c)
Newsletter distribution and uploading.
d)
User-viewable calendar, event linking, and event reminders.
e)
Webmaster administration, including providing seamless member
management, and event posting.
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f)
Interfaces to enable administrators and members edit and post new
data, news, content, and links.
1.2.
Excluded from the Services are the following, which shall be the
sole responsibility of the Company:
a)
Providing text or other front-end content.
b)
Hosting.
c)
Communicating with any persons accessing the Websites.
d) Updating
or maintaining the Websites in any way.
1.3. The
Service Provider shall ensure that the Websites that it prepares do
not in any way violate any copyright or other intellectual property
right of any person anywhere in the world. The
Service Provider agrees to indemnify and hold harmless the Company
and its members, shareholders, directors, officers, employees,
agents, contractors, representatives, parent company, affiliates
and subsidiaries (together, the “Indemnified Parties”)
from and against any losses, costs, charges, claims, damages,
suits, liabilities, fines, expenses (including reasonable legal
fees and expenses), actions, or judgments, made, brought, claimed,
awarded, or recovered by any person against any of the Indemnified
Parties in connection with the Websites.
ARTICLE 2: FEES AND PAYMENT TERMS
2.1. In
consideration for the performance of the Services, the Company
shall do and pay to the Service Provider $7,500 in the lawful
currency of the United States (the “Fees”), plus
applicable taxes.
2.2. The
Fees shall be due and payable within 30 calendar days of the date
that this Agreement commences.
2.3.
If any Fees payable to the Service Provider have
not been received by the Service Provider in full when due, the
outstanding Fees shall accrue interest at an annual rate of 15%, or
the highest amount allowed by law, whichever is lower. Interest
shall compound monthly until payment has been made in
full.
ARTICLE 3: TERM AND TERMINATION
3.1. The
term of this Agreement shall commence on the date set forth on the
first page and shall terminate when all Services have been
performed in full and all Fees have been paid.
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3.2.
Notwithstanding any other provision of this Agreement, if either
party:
(a) fails
to comply with any provision of this Agreement;
(b) has
made any representation or warranty in this Agreement that is
untrue or incorrect;
(c)
breaches any covenant in this Agreement; or
(d) fails
to make any payment of Fees when due,
then, and
in addition, to any other remedy or remedies available to the other
party, the other party may, at its sole discretion and option,
terminate this Agreement immediately upon written notice of
termination to the first party.
3.3.
Notwithstanding any other provisions of this Agreement, the
provisions of Article 2 and 6 and of this Agreement and all
obligations of each party that have accrued before the effective
date of termination of this Agreement that are of a continuing
nature will survive termination or expiration of this
Agreement.
ARTICLE 4
WARRANTIES AND LIMITATION OF LIABILITY
4.1 The Service Provider warrants to the
Company that the Services will be performed in a professional and
workmanlike manner. The Company’s sole remedy for any breach
of this warranty will be for the Service Provider, at its option,
(a) to re-perform the affected Services as warranted, or (b) to
refund to the Company the amount of Fees paid for that portion of
Services which are defective. This express warranty is in lieu of
all other representations, warranties or conditions, expressed or
implied including implied warranties or conditions of
merchantability, durability, description and fitness for a
particular purpose.
4.2. In no event will the Service Provider be liable to the Company
for any direct, indirect, incidental, special, consequential, or
punitive damages in connection with this Agreement or the Services,
including, but not limited to, business interruption, or loss of
anticipated contracts, revenues, profits or savings, howsoever
arising, whether directly or indirectly, from any contract breach,
fundamental or otherw
