Toronto Web Associates
Web Site Design at Affordable Rates
Afordable Programmers
Terms Of Use
Toronto Web Associates Service Agreement
The online acceptance of these terms and conditions and submission of account setup information shall constitute an agreement ("Agreement") between Toronto Web Associates, a Canadian corporation ("TWA") and company or individual specified in the Customer Account ("Customer") effective upon submission of this online form ("Effective Date").

WHEREAS, Customer desires to utilize TWA products and services and TWA desires to provide such products and services to Customer.

NOW THEREFORE, in consideration of the terms and conditions set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both parties agree as follows:

  1. TWA provides shared web site hosting, including certain number of individual remote programming developers time ("Resources") as defined in the Simple Web product description attached hereto in Appendix A. Customer agrees to abide by the Acceptable Use Policy ("AUP") as set out in Appendix B.
  2. In addition TWA provides Resources at hourly rates. This service also includes: i) recruiting, selection, contracting and payment of Resources, ii) assignment of Resources to Customer projects, iii) weekly time reporting.
  3. The assignment of Resources, including hourly rate, and start date, will be agreed upon by both parties and documented in an email ("Resource Fee Email") to Customer (example in Exhibit 1). Weekly service fees ("Service Fees") for each Resource will be calculated based on the hourly rate and hours worked by each Resource during the billing period.
  4. All communication between TWA, its Resources and Customer will be done via Email. TWA will provide instructions to Customer on interaction procedure upon signup.
  5. Customer understands that each Resource may be an employee of TWA or an independent contractor who may be located outside of the United States and Canada and may not be a United States or a Canadian citizen. Customer will work directly with Resource and Customer will be solely responsible for the design, specifications, development, testing, feasibility, and performance of any work product ("Work Product") developed by Resource for Customer.
  6. Customer may terminate assigned Resource at any time. Customer may request a replacement Resource which will be assigned by TWA and described in a new Resource Fee Email.
  7. Customer will be responsible for incidental expenses, mailing fees, travel expenses, and any other fees that may be incurred by TWA or Resource on behalf of Customer in connection with this Agreement ("Project Expenses"), provided Customer has provided prior approval for these expenses.
  1. Each week, TWA will email Customer time logs detailing hours and work done by each Resource and an invoice for the Service Fees and any Project Expenses. Any corrections to hours worked must be received in writing within one week of invoice date and any adjustments will be reflected in the following week's invoice.
  2. TWA will charge the Customer's outstanding balance to its credit card on file on a weekly basis. Customer agrees to maintain a valid credit card with sufficient credit to cover the TWA charges.
  3. TWA may change terms of Resource Fee Email, including rates, with 30 days written notice to Customer.
  1. Customer may terminate this Agreement at any time provided the account balance has been paid in full.
  2. TWA may terminate this Agreement or any part of the TWA services i) at any time in the event Customer defaults on any obligation hereunder, including non-payment of fees, and does not remedy such default within ten (10) days of notice thereof or ii) upon thirty (30) days written notice if TWA terminates or significantly alters its product or service offering.
  3. Effect of Termination. TWA will cease charging Customer for any new Service Fees after termination of this Agreement. Unless otherwise specified in writing by TWA, Customer will not receive any refund for payments already made by Customer. If termination of this Agreement is due to Customer default hereunder, Customer shall bear all costs of such termination, including any reasonable collection costs or costs that TWA incurs in closing Customer account. Upon termination, Customer shall destroy any copy of the materials licensed to Customer hereunder. Customer agrees that upon termination or discontinuance for any reason, TWA may delete all information related to Customer on the TWA equipment, if applicable. In addition to the terms set forth herein, certain TWA services may have additional terms regarding termination, which are set forth in the Resource Fee Email.
  1. Each party shall keep confidential and not disclose to any third party or use, except as required by this Agreement, non-public information obtained from the other party; provided, however, that neither party shall be prohibited from disclosing or using information, (i) that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the party having a confidentiality obligation under this section, (ii) that is or has been disclosed to such party by a third party who is not under (and to whom such party does not owe) an obligation of confidentiality with respect thereto, (iii) that is or has been independently acquired or developed by such party, or (iv) to the minimum extent possible, as required by court order or as otherwise required by law, on condition that notice of such requirement by law or judgment for such disclosure is given to the other party prior to making any such use or disclosure.
  2. TWA agrees that its employees and contractors working on Customer assignments have signed or will sign a non-disclosure agreement requiring at least the level of confidentiality specified above.
  1. Customer shall retain ownership of all data, software applications, tools, other intellectual property, etc. ("Customer Materials") supplied for use under this Agreement. Customer warrants that it either owns or has a valid license to use or have used Customer Materials provided to TWA for use in performing services for Customer and grants a license to use such Customer Materials. TWA agrees to restrict the use of Customer Materials to employees and contractors performing services for Customer and to return all Customer Materials upon request or completion of the assignment.
  2. Upon receipt of payment for the services provided, Customer shall own the software developed by TWA for Customer under this Agreement ("Work Product"). TWA agrees to perform, during and after performance of services, all acts deemed necessary or desirable by Customer, at Customer's expense based on TWA's standard billing rates in effect at the time, to perfect and enforce the full benefits, enjoyment, rights and title throughout the world in the Work Product. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in the registration and enforcement of applicable patents and copyrights or other legal proceedings. In the event that Customer is unable for any reason whatsoever to secure TWA's or Resource signature to any lawful and necessary document required to apply for or execute any patent, copyright or other applications with respect to any Work Product (including improvements, renewals, extensions, continuations, divisions or continuations in part thereof), TWA hereby irrevocably appoints Customer and its duly authorized officers and agents as its agents and attorneys-in-fact to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other rights thereon with the same legal force and effect as if executed by TWA.
  3. TWA agrees that its employees and contractors working on Customer assignments have signed or will sign an agreement requiring at least the level of assistance specified above and agreeing that ownership of such Work Product transfers to Customer.
  4. Notwithstanding anything to the contrary in this Agreement, TWA shall not be prohibited or enjoined at any time by Customer from utilizing any "skills or knowledge of a general nature" acquired during the course of performing the services specified under this Agreement. For purposes of this Agreement, "skills or knowledge of a general nature" shall include, without limitation, anything that might reasonably be learned or acquired on Customer assignment that could be used on similar work performed for other clients.
Each party shall indemnify and hold harmless the other party (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred as a result of any claim, judgment, or adjudication arising from a claim that use of that party's software, or its use of third party software, infringes upon the intellectual property rights of a third party. To qualify for such defense and payment, the party must: (a) give the other party prompt written notice of a claim; and (b) allow that party to control, and fully cooperate with it, in the defense and all related negotiations.

  1. TWA will use reasonable commercial efforts to provide the professional services as set forth in the Resource Fee Email in accordance with this Agreement, and that the services will be performed in a workman like fashion. Customer understands that there may be occasions when an assigned Resource becomes unavailable either temporarily or permanently. TWA's responsibility in such cases is to provide a comparable replacement Resource.
  2. Limitation of Remedies. TWA's entire liability and exclusive remedy in any cause of action based on contract, tort or otherwise in connection with any services furnished pursuant to this Agreement shall be limited to the total fees paid by Customer to TWA. No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the occurrence of the event giving rise to such cause of action.

Should any provision hereof be deemed, for any reason whatsoever, to be invalid or inoperative, such provision shall be deemed severable and shall not affect the force and validity of other provisions of this Agreement.

This Agreement, including the Customer Account information and Resource Assignment Email(s), sets forth the entire understanding of the parties as to the subject matter therein and may not be modified except in writing executed by both parties. Any notices in connection with this Agreement must be in writing and sent by first class US mail, confirmed facsimile or major commercial rapid delivery courier service for Customer to the address specified in the Customer Account or to Toronto Web Associates, 260 Peachtree St., Suite 2200, Atlanta , Georgia 30303 or such other address as may be properly specified in a subsequent written notice.


For all purposes under this Agreement each party shall be and act as an independent contractor of the other and shall not bind nor attempt to bind the other to any contract. TWA will be solely responsible for its income taxes in connection with this Agreement and Customer will be responsible for sales, use and similar taxes, if any.


During the term of this Agreement, and for a period of one (1) year thereafter, Customer will not directly or indirectly solicit the employees or contractors of TWA without the prior written consent of TWA.

TWA will use the Customer's personal information only as reasonably necessary to provide contracted services and to collect fees owed and will not disclose such information to any third party except as required by law as evidenced by an order of a court of competent jurisdiction .and to collection services as required.

This contract and any dispute arising hereunder shall be governed by the laws of the Province of Ontario, Canada without regard to principles on conflicts of laws.

By applying for TWA service(s) through TWA online signup process or otherwise, or by using the service(s) provided by TWA under this Agreement, Customer acknowledges that Customer has read and agrees to be bound by all terms and conditions of this Agreement and documents incorporated by reference.

Exhibit 1: Sample Resource Fee Email

Start date: ____________________________________
Customer Name: ________________________________
Email: ________________________________________

Resource Name: ________________________________
Email: ________________________________________
Availability: ________________ hrs/week

Appendix A: Simple Web Product Description


  • By Credit Card Only. Initial month's payment is required upon successful registration and must be paid before services can commence.
Appendix B: Acceptable Use Policy

This policy applies to all TWA Customers upon subscription to the Services including subscription through a third party or any commercial partner. Customer agrees to use the Services only for lawful purposes, in compliance with all applicable law.

Specific activities that are prohibited include, but are not limited to:
  • Threatening harm to persons or property or otherwise harassing behavior.
  • Violating Canadian export control laws for software or technical information.
  • Misrepresenting or fraudulently representing products/services.
  • Transmission, distribution or storage of any material in violation of any applicable law or regulation.
  • Transmission, distribution or storage of any material protected by copyright, trademark, trade secret or other intellectual property right without proper authorization, and material that is obscene, defamatory, an invasion of privacy or constitutes an illegal threat, or is otherwise illegal.
  • Facilitating, aiding, or encouraging any of the above activities, whether using TWA network or service by itself or via a third party's network or service.
  • Interference with a third party's use of TWA network or service, or ability to connect to the Internet or provide services to Internet users.
TWA has a STRONG anti-spam policy and applies it. Spammers are NOT welcomed. This includes spamming through open proxy servers or any other kind of unsolicited email advertising. If a customer is found to be in violation of our SPAM policy, TWA may, at its sole discretion, restrict, suspend or terminate Customer's account. Further, TWA reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. TWA will notify law enforcement officials if the violation is believed to be a criminal offense. The customer acknowledges that he is responsible for any and all SPAM related actions which come from their account.
  • Sending unsolicited email messages, including, without limitation, commercial advertising and informational announcements, is explicitly prohibited even if the lists are said to be opt-in.
  • Customer will not use another site's mail server to relay mail without the express permission of the site.
  • It is strictly forbidden to send out unsolicited Email from any other network that advertises, promotes or in any way points to a location inside TWA network.

Adult content strictly prohibited
The restriction applies, without limitation, to images and videos. Immediate termination of such accounts will occur if web site content contains nudity, pornography and any such material deemed to have been of an explicit adult nature by TWA.

System and Network Security
Customer is prohibited from utilizing TWA services to compromise the security or tamper with system resources or accounts on computers at the Premises or at any third party site.

Specific activities that are prohibited include, but are not limited to:
  • Threatening harm to persons or property or otherwise harassing behaviour.
  • Use or distribution of tools designed for compromising security.
  • Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.
  • Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.
  • Deliberate attempts to overload a system and broadcast attacks.
  • Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
  • Intentionally or negligently transmitting files containing a computer virus or corrupted data.
TWA in its sole discretion, will determine what action will be taken in response to a violation on a case-by-case basis. Violation of this AUP could also subject Customer to criminal or civil liability. TWA may block access at the router level to the Customer's Equipment involved. If TWA believes, in its sole discretion, that a violation of this AUP has occurred, such action may also include, but is not limited to, temporary or permanent blocking of access to Customer's Equipment or data, and the suspension or termination of Customer's services under this Agreement. TWA may involve and will also fully cooperate with law enforcement authorities in investigating suspected lawbreakers. TWA has no obligation to provide warnings under any circumstances and can terminate the account without prior notice if the Customer violates this policy.

Rights reserve
TWA reserves the right to modify this AUP at any time without notice.

Customer is responsible for all use of the Services by itself, its employees, agents, contractors, invitees and customers, whether such use is with or without the consent of Customer.