Purpose
These terms are for preliminary consultations/consultations with limited scope and general advice, project review, and direction. Full on project scopes will include a project agreement accordingly.

Scope
Scope or context of consultation should be provided by client in the appropriate payment page section or shared prior to the call. Scope to be assessed by A77 for complexity and requirements which may result in additional fees required to conduct the preliminary consultation.

Terms & Conditions
These terms are hereby accepted in full by the client, by making payment they have hereby reviewed and accepted terms & Conditions.

Fees
Fees are nonrefundable. The client hereby acknowledges and accepts this condition of service.

Client Responsibilities
It is the client’s responsibility to ensure accurate information is shared for the preliminary consultation. Misinformation or inaccurate data provided may result in results not intended or not achieving goals. A77 claims no responsibility for any damages, loss of business, disruptions, or otherwise in any case.

No Exclusivity
A77 reserves the right to conduct business with other parties including but not limited to your industry and other related or unrelated industries. By providing you a consultation, A77 does not limit itself from working with or consulting for other parties in any form.

High-Level Findings
A77 reserves the right to utilize non-confidential aggregated and high-level findings from the research. Such findings will not include any information that could reasonably lead to the identification of specific employees, The Client , or M&M’s clients. This may be utilized by A77 in the form of but not limited to case studies.

Intellectual Property Rights
All intellectual property rights related to A77's methodologies, approaches, processes, designs, files, concepts, and any and all items that are a part of the process or the deliverables shall remain the property of A77. This also applies to any derived work and/or A77’s IP that has been modified. The Client shall have a limited, non-exclusive license to use A77’s deliverables for its internal purposes, only applicable to deliverables and does not apply to recommendations or materials produced in the preliminary consultation. A77 must be engaged to deliver a full scope of work.

Use of Logos and Names
The Client grants A77 the right to use Client’s name and logo in relation to the scope of services provided and any related promotional materials such as but not limited to A77’s client list and professional services experience.

Non-Solicitation
Throughout A77’s scope of work, the Client might interact with but not limited to A77 employees and team members, interns, collaborators, sub-consultants, contractors, and clients hereby referred to as ‘A77’s network’. In such cases, the Client shall not on its own behalf or on behalf of or in connection with any other entity, without prior written consent of A77, directly or indirectly, in any capacity solicit, induce, or persuade, in any manner, any member of A77’s network and/or its affiliates and/or subsidiaries to work with the Client, or other entities or entice them from working with or for A77 and any of its affiliates and/or subsidiaries.

Term
This consultation is limited to up to 2 hours with no minimum time, this will be determined by A77 based on the consultation needs. Any service beyond 2 hours will be at additional rates.

Governing Law: 
This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

Indemnification:
The Client agrees to indemnify and hold A77, and any current or future parent or subsidiary companies harmless against and in respect of any loss, damage, claim, cost or expense whatsoever, including any and all incremental out-of- pocket costs, including, without limitation, all reasonable any such Claim relates to or arises out of or in connection with the following matters:

• any misrepresentation or breach of any warranty, agreement, covenant or obligation;

• any claim regarding occupational health and safety risks, as for example, but not limited to, the risk of workplace related illness and any claim related to environmental issues.

• The Client’s obligation to indemnify A77 for any loss, damage, claim, cost or expense shall survive the termination of this Agreement.

• Should a dispute arise, the Client agrees to binding arbitration.

Limitations of Liability:
The total amount of all claims, in contract or tort, which the Client may have against A77 related to this contract is limited to the amount of professional liability insurance carried and available. A77 shall not be responsible for:

a.         Acts or omissions of contractors, suppliers or any other persons performing any work, or for failure of any of them to carry out the work in accordance with any letters of direction, reports implementation, and/or construction documents;

b.         Any changes made to A77’s work without A77’s knowledge and approval;

c.         Decisions made by the Client without the advice of A77 or contrary to, or inconsistent with, the A77’s advice;

d.         Interpretations by any authority having jurisdiction which differs from that of A77’s regarding statues, regulations, laws and by-laws;

e.         Any consequential loss, injury, or damages suffered by the Client, including loss of use or earnings, and interruption of business;

Any and all matters arising from or related to toxic or hazardous substances or materials.

Counterparts and Electronic Execution
This Agreement may be executed in any number of counterparts each of which will be deemed to be an original, and all of which taken together will be deemed to constitute one and the same instrument. This Agreement may be executed and delivered by electronic means and each of the Parties may rely on such electronic execution as though it were an original hand-written signature.

Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

CONSENT

Media & Marketing Consent
I understand that my participation may be recorded and or documented in various forms and may be used in promotional material, print and internet based marketing/advertising. A77 will act with sound judgment and integrity and take careful consideration with the use of these materials. You acknowledge that your participation may be recorded (whether by means of but not limited to audiovisual and/or photographic means) (the “Materials”). You also hereby release, waive, discharge, and covenants A77 from and against any and all Liability in any manner connected with the use and exercise of the rights granted and/or arising out of or related to the use or reuse of Participant’s appearance, name, voice, image, likeness and/or biographical information as they may appear in the Materials (including without limitation, claims based upon harm to reputation, disparagement, invasion of privacy and/or publicity) in connection with the Materials. Releasing Party hereby authorizes A77 to use the Materials for any purpose whatsoever, including but not limited to in connection with the Program, any other production, the advertising, promotion and/or merchandising of the same and further acknowledge that such recordings may be exploited in any and all media now known or hereafter devised, throughout the world, in perpetuity. Releasing Party understands that he or she shall not be entitled to any compensation in connection therewith. I am aware that the terms of the Media & Marketing Consent as well as information required during my role may be updated at any time without notice and that I may be required to submit additional information when and if needed.

Non-Disparagement
You agree not to make or publish in any media or on any social media or platform (both while being contracted by A77 or at any time thereafter) any written, oral or audiovisual statement which is or could reasonably be seen to be disparaging, deleterious or damaging to the integrity, reputation, or goodwill of A77, A77’s business, or A77’s clients, customers, potential clients or customers, employees, contractors, partners, suppliers, vendors, associates, consultants, community, or collaborators. You will not make or induce others to make any false, misleading, or disparaging statements (oral, written, or online) about, but not limited to, A77, its affiliates, network, officers, directors, employees, team, and clients.

Marketing Emails
We may send you marketing emails, which you can unsubscribe from by clicking the link at the bottom of the email. We may share your contact information with Squarespace, our email marketing provider, so they can send these emails on our behalf. 

Code of Conduct
You hereby agree to adhere to our Code of Conduct.

Contact Us

If you have any questions about these Terms and Conditions, You can contact us:

By email: info@a77inc.com

The terms above are the sole property of A77 Inc and current or future parent companies, and are not to be copied or reused in any form by any unauthorized party. Unauthorized use is strictly prohibited and is in violation of our Terms & Conditions and Code of Conduct.

These Terms & Conditions recognize A77 Inc. and any including but not limited to current or future parent and or subsidiaries and their companies, directors, and shareholders it may have.