Terms of Service

Effective Date: March 20, 2026

Last Updated: March 20, 2026

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and Ugh Whatever Media Ltd. ("Whatever Media," "we," "us," or "our") governing your access to and use of our website www.whatevermedia.hair and our professional services.

By accessing our website or engaging our services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access our website or use our services.

2. Services Description

Whatever Media provides professional, scientific, and technical services, including but not limited to:

• Computer systems design and architecture
• Computer integrated systems design
• Technical consulting services
• Management and scientific consulting
• Specialized design services
• Engineering and related services
• System implementation and integration
• Technology strategy and planning

Specific services, deliverables, timelines, and fees will be detailed in individual service agreements or statements of work.

3. Eligibility

You must be at least 18 years of age and have the legal capacity to enter into binding contracts to use our services. By using our services, you represent and warrant that you meet these eligibility requirements.

If you are accessing our services on behalf of a company or organization, you represent that you have the authority to bind that entity to these Terms.

4. Service Agreements

4.1 Engagement Process

Professional services are provided pursuant to written agreements, proposals, or statements of work that specify:

• Scope of services and deliverables
• Project timelines and milestones
• Fees, payment terms, and expenses
• Responsibilities of both parties
• Specific terms and conditions

4.2 Modifications

Any modifications to the scope of services must be agreed upon in writing by both parties. Additional fees may apply for scope changes or additional services.

5. Fees and Payment

5.1 Service Fees

Fees for our services will be specified in the applicable service agreement. Unless otherwise stated, all fees are in Canadian Dollars (CAD) and exclude applicable taxes.

5.2 Payment Terms

• Invoices are due within 30 days of the invoice date unless otherwise specified
• Late payments may incur interest charges at a rate of 1.5% per month or the maximum rate permitted by law
• We reserve the right to suspend services for overdue accounts
• Payment methods accepted include wire transfer, check, and approved credit cards

5.3 Expenses

Unless otherwise agreed, clients are responsible for reimbursing reasonable expenses incurred in connection with service delivery, including travel, accommodation, and third-party services.

6. Client Responsibilities

To facilitate effective service delivery, clients agree to:

• Provide accurate and complete information
• Grant timely access to necessary systems, data, and personnel
• Respond promptly to requests for information or decisions
• Designate authorized representatives for project communication
• Comply with all applicable laws and regulations
• Maintain appropriate security measures for shared information
• Provide necessary approvals within agreed timeframes

7. Intellectual Property Rights

7.1 Pre-Existing Materials

Each party retains all rights to their respective pre-existing intellectual property, including methodologies, tools, templates, and proprietary technologies.

7.2 Work Product

Unless otherwise specified in a service agreement:

• Custom deliverables created specifically for the client will be owned by the client upon full payment
• We retain rights to general methodologies, processes, and know-how developed during service delivery
• We may use project experience and non-confidential information for case studies and marketing (with client approval)

7.3 License Grant

We grant clients a non-exclusive, non-transferable license to use any of our pre-existing materials incorporated into deliverables, solely for the client's internal business purposes.

8. Confidentiality

8.1 Confidential Information

Both parties agree to maintain the confidentiality of proprietary and confidential information disclosed during the engagement, including:

• Business strategies and plans
• Technical specifications and designs
• Financial information
• Trade secrets and proprietary methods
• Customer and vendor information

8.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no breach of these Terms
• Was rightfully known prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law or court order

8.3 Duration

Confidentiality obligations survive termination of the service agreement and continue for a period of five (5) years.

9. Warranties and Disclaimers

9.1 Professional Standards

We warrant that services will be performed in a professional and workmanlike manner consistent with industry standards.

9.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN A SERVICE AGREEMENT, OUR SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

9.3 No Guarantee of Results

While we strive for excellence, we do not guarantee specific outcomes or results from our consulting services. Success depends on various factors, including client cooperation and external circumstances.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY ARISING FROM OR RELATED TO SERVICES PROVIDED SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10.2 Exclusion of Damages

IN NO EVENT SHALL WE BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Exceptions

These limitations do not apply to:

• Liability for gross negligence or willful misconduct
• Breaches of confidentiality obligations
• Violations of intellectual property rights
• Matters that cannot be limited by applicable law

11. Indemnification

Client agrees to indemnify, defend, and hold harmless Whatever Media, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from:

• Client's breach of these Terms or any service agreement
• Client's violation of applicable laws or regulations
• Client's use of deliverables or services
• Third-party claims related to client-provided information or materials

12. Term and Termination

12.1 Term

Service agreements commence on the effective date specified and continue until completion of services or earlier termination.

12.2 Termination for Convenience

Either party may terminate a service agreement with thirty (30) days written notice. Client remains responsible for fees for services performed and expenses incurred prior to termination.

12.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure within fifteen (15) days of notice
• Becomes insolvent or subject to bankruptcy proceedings
• Engages in illegal or fraudulent activities

12.4 Effect of Termination

Upon termination:

• Client must pay all outstanding fees and expenses
• We will deliver completed work product upon receipt of payment
• Confidentiality and intellectual property provisions survive
• Each party must return or destroy confidential information

13. Independent Contractor

Whatever Media is an independent contractor and not an employee, partner, or joint venturer of the client. We retain sole control over the manner and means of performing services, subject to meeting agreed deliverables and deadlines.

14. Data Protection and Privacy

Our collection, use, and protection of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. We comply with applicable data protection laws, including GDPR, CCPA, and PIPEDA.

15. Compliance with Laws

Both parties agree to comply with all applicable federal, provincial, state, and local laws and regulations in connection with the performance of services, including but not limited to:

• Data protection and privacy laws
• Export control regulations
• Anti-corruption and anti-bribery laws
• Employment and labor laws
• Industry-specific regulations

16. Force Majeure

Neither party shall be liable for failure to perform obligations due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or technical failures. The affected party must provide prompt notice and make reasonable efforts to resume performance.

17. Dispute Resolution

17.1 Negotiation

In the event of a dispute, parties agree to first attempt resolution through good-faith negotiation between senior representatives.

17.2 Mediation

If negotiation fails, parties agree to attempt mediation before pursuing litigation or arbitration.

17.3 Governing Law and Jurisdiction

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any legal action must be brought in the courts located in Burlington, Ontario, Canada.

18. General Provisions

18.1 Entire Agreement

These Terms, together with any service agreements and our Privacy Policy, constitute the entire agreement between the parties and supersede all prior agreements and understandings.

18.2 Amendments

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or website notice. Continued use of services after changes constitutes acceptance.

18.3 Severability

If any provision is found unenforceable, the remaining provisions remain in full force and effect.

18.4 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision.

18.5 Assignment

Client may not assign rights or obligations without our prior written consent. We may assign to affiliates or in connection with a merger or acquisition.

18.6 Notices

All notices must be in writing and sent to the addresses specified in the service agreement or to:

18.7 Survival

Provisions that by their nature should survive termination (including confidentiality, intellectual property, limitation of liability, and indemnification) shall survive.

19. Website Use

19.1 Acceptable Use

You agree not to:

• Use our website for unlawful purposes
• Attempt to gain unauthorized access to systems or data
• Interfere with website operation or security
• Transmit viruses, malware, or harmful code
• Harvest or collect user information
• Impersonate others or provide false information

19.2 Content Accuracy

While we strive for accuracy, we do not warrant that website content is complete, accurate, or current. Information is subject to change without notice.

20. Contact Information

For questions regarding these Terms of Service, please contact us:

21. Acknowledgment

BY USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEIR PROVISIONS.

These Terms of Service are designed to comply with applicable laws in Canada and international jurisdictions where we provide services.