TidalCo: Terms & Conditions
1. About these Terms
Version: 1.0 · Effective: Oct 13, 2026
If you signed a contract before this date, the version named in your contract applies. Past versions are listed available on request.
1.1 These Terms & Conditions (the "Terms") apply to all services provided by Tidal Strategies Inc., doing business as TidalCo: ("TidalCo:", "we", "us" or "our"), a British Columbia corporation with its primary address at 1204-655 Tyee Road, Victoria, BC V9A 6X5, to the client named in a Project Agreement (the "Client", "you" or "your").
1.2 These Terms are incorporated by reference into, and form part of, every Project Agreement that refers to them. By signing a Project Agreement, the Client confirms that it has read, understood and agrees to these Terms.
1.3 The version of these Terms that applies to a Project Agreement is the version in effect on the date that Project Agreement is signed by both parties, as identified by the version and effective date shown above. TidalCo: may update these Terms from time to time. An update applies only to Project Agreements signed after the update is posted, unless both parties agree otherwise in writing. TidalCo: keeps an archive of all prior versions and will provide a copy of any version on request.
1.4 The Project Agreement, these Terms and any other documents expressly incorporated into either of them together form the entire agreement between the parties for that Project (the "Agreement").
2. Definitions
2.1 In these Terms:
(a) "Agreement" has the meaning given in Section 1.4.
(b) "Billable Expenses" means the out-of-pocket expenses described in Section 9.3.
(c) "Branding Materials" has the meaning given in Section 12.5.
(d) "Change Order Request" means a written request by either party to change any Project, Services or Deliverables, in a form provided by TidalCo: or otherwise agreed in writing.
(e) "Confidential Information" has the meaning given in Section 13.1.
(f) "Data" has the meaning given in Section 12.4.
(g) "Deliverables" means the deliverables described in a Project Agreement and all other documents, work product and materials delivered to the Client under the Agreement.
(h) "Fees" means the fees for the Services set out in a Project Agreement.
(i) "Project" means the Services and Deliverables described in a Project Agreement. Each Project Agreement generally describes a distinct Project.
(j) "Project Agreement" means any proposal, statement of work, contract or similar document that describes Services, Deliverables, Fees or timelines, refers to these Terms, and is signed by both parties.
(k) "Project Stage" means a stage or phase of a Project as described in the Project Agreement.
(l) "Services" means the services TidalCo: provides under the Agreement, as described in a Project Agreement.
(m) "Software" has the meaning given in Section 11.1.
(n) "TidalCo: IP" and "TidalCo: Materials" have the meanings given in Section 12.1.
(o) "Termination Fees and Expenses" has the meaning given in Section 14.3.
(p) "Users" means the Client, its employees and other persons involved with a Project.
3. Services and Project Agreements
3.1 TidalCo: will provide Services and Deliverables under one or more Project Agreements. A Project Agreement is not effective until it is signed by authorized representatives of both parties. Electronic signatures are valid.
3.2 TidalCo: will use commercially reasonable efforts to provide the Services in accordance with the Agreement, including any agreed timelines. TidalCo: is not liable for failures or delays caused by events beyond its reasonable control, including delay or non-performance by the Client of any of its obligations.
3.3 These Terms apply to all current and future Services provided under any Project Agreement that refers to them.
4. Term
4.1 Each Project Agreement takes effect on the date it is signed by both parties, or on any later start date it states. It ends when its Project is completed. A Project is completed on the earlier of (a) completion of the Services in accordance with the Project Agreement or as otherwise agreed by the parties, and (b) cancellation or termination of the Project under the Agreement. Provisions identified as surviving termination continue to apply.
4.2 Unless otherwise agreed, TidalCo: is not obligated to update any Services or Deliverables after they are accepted under Section 5. Any agreed updates are billed at TidalCo:'s then-current standard rates.
5. Acceptance
5.1 The Client is deemed to accept each part of the Services and Deliverables as it is performed or delivered, unless the Client notifies TidalCo: in writing of a substantial failure or non-conformity with the Agreement within 7 days of its performance or delivery.
5.2 If the Client gives notice under Section 5.1, TidalCo: will use commercially reasonable efforts to correct the substantial failure or non-conformity, after which that part is deemed accepted. If the Client notifies TidalCo: in writing within 10 days after delivery of the corrected part that a substantial failure or non-conformity remains, TidalCo: may terminate the Agreement with immediate effect.
5.3 This Section 5 states TidalCo:'s sole and exclusive obligation and liability, and the Client's sole and exclusive remedy, if TidalCo: fails to provide the Services and Deliverables in accordance with the Agreement.
5.4 Once all Services and Deliverables for the final Project Stage are accepted or deemed accepted, the Services for that Project are deemed completed.
6. Change Requests
6.1 Each party will use reasonable efforts to accommodate a Change Order Request from the other party. All changes must be agreed in a written amendment to the applicable Project Agreement. The Client is responsible for any additional costs and expenses resulting from the changes, and the Fees and invoicing or payment schedule may be adjusted to reflect them.
6.2 If the Client requests a change to Project dates that materially affects any session date or the overall Project timeline, the following change fees apply, calculated on the total estimated Fees (or total apportioned Fees, if applicable) for the affected Project Stage and any impacted later Project Stages:
Notice given before the originally scheduled Project Stage start date — Change fee
15 days or more — 25%
8 to 14 days — 50%
7 days or less — 100%
6.3 Change fees are due, and may be invoiced, when TidalCo: confirms the date change in writing. Date changes are subject to availability and are not guaranteed. If TidalCo: cannot accommodate a requested date change, the Project is deemed cancelled by the Client and Section 14.3 applies.
7. Subcontractors
7.1 TidalCo: may use subcontractors, associates and other service providers to perform any part of the Services without the Client's consent. TidalCo: remains fully responsible for the work of its subcontractors as if it had performed that work itself. TidalCo: will ensure that each subcontractor is bound by confidentiality obligations at least as protective of the Client's Confidential Information as those in Section 13.
8. Client Obligations
8.1 The Client will provide, in a timely manner, all reasonable assistance TidalCo: requires to perform the Services and Deliverables. This includes taking all steps necessary, such as obtaining any required licences or consents, to prevent Client-caused delays.
8.2 The Client will provide, or cause to be provided, in a timely manner the instructions, approvals, information (including personal information), data, materials, resources and access to Client personnel, facilities and systems that TidalCo: reasonably requires for each Project. The Client is solely responsible for the quality, integrity, legality, reliability, appropriateness, accuracy and completeness of everything it provides. The Client represents and warrants that it has obtained, and will obtain, all rights, authorizations and consents needed for TidalCo: to provide the Services, Deliverables and Software and to collect, use, disclose and process that information in connection with the Agreement.
8.3 TidalCo: does not act as a public representative of the Client, and the Client will not hold TidalCo: out as its public representative.
9. Fees, Expenses and Payment
9.1 Fees. The Fees for each Project are set out in its Project Agreement. TidalCo: may quote different Fees for different Projects. Additional fees, including overtime, may apply if delays occur outside TidalCo:'s control, or if Project designs or concepts are changed at the Client's request under Section 6. Fees are non-refundable.
9.2 Estimates. Budget estimates, Fee quotations and amounts in a Project Agreement cover TidalCo:'s Fees only. They exclude GST, HST, PST and any other applicable taxes, and exclude Billable Expenses, unless the Project Agreement expressly states otherwise.
9.3 Billable Expenses. The Client will reimburse TidalCo: for all reasonable out-of-pocket expenses incurred in connection with each Project, whether or not the Project is completed. These include travel, venue, event, design materials and equipment, supplies, transportation, meals, catering and other disbursements customary for services of this kind. TidalCo: may charge a mark-up on these expenses, or a flat administration fee for coordinating Project logistics such as catering, venue or transportation. Billable Expenses are separated from the Fees when invoiced.
9.4 Taxes. All Fees, Billable Expenses and other amounts payable to TidalCo: exclude all applicable federal, provincial, territorial, local and other taxes, duties and charges, which the Client is responsible for paying. If a Project is exempt from tax, the Client will provide TidalCo: with a valid exemption certificate or other evidence of the exemption in a form reasonably acceptable to TidalCo:.
9.5 Invoicing. Unless the Project Agreement states otherwise, TidalCo: invoices Fees twice monthly from the Project start date until all Fees have been invoiced. Each invoice reflects the Fees for Services performed during that invoicing period.
9.6 Deposits. If a Project Agreement requires a deposit, the deposit is due on signing and is credited against the first invoice, as determined by TidalCo:.
9.7 Payment terms. All invoices are payable in full, without withholding or deduction, within 30 days of receipt, unless the Project Agreement states otherwise.
9.8 Late payment. Overdue amounts bear interest at 2% per month, compounded monthly (26.824% per year, effective rate), or the highest rate permitted by law, whichever is lower, calculated daily. The Client will also reimburse TidalCo: for all costs of collecting late payments, including actual legal fees, expenses and court costs on a lawyer-and-own-client basis, including for claims solely between the parties.
10. Warranties and Disclaimers
10.1 Authority. Each party represents, warrants and covenants to the other that: (a) it has all necessary power and capacity to enter into and perform the Agreement; (b) its execution, delivery and performance of the Agreement have been duly authorized and do not, and will not, conflict with, breach, violate or cause a default under any contractual, statutory, common law, legal, regulatory or other obligation binding on it, except where this would not, individually or in the aggregate, have a material adverse effect; and (c) the Agreement has been duly executed and delivered by it and is a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to the usual exceptions for bankruptcy, insolvency, reorganization, arrangement or similar laws affecting creditors' rights and the court's discretion over equitable remedies.
10.2 Disclaimer. Except for the express warranties in this section 10, TidalCo: (a) expressly disclaims all representations, warranties, guarantees and conditions of any kind, whether express, implied, statutory or otherwise, and whether arising from course of dealing, usage of trade or otherwise; and (b) specifically disclaims all implied conditions and warranties of merchantability, merchantable quality, durability, fitness for a particular purpose, title and non-infringement, and all conditions and warranties that any project, services, deliverables, software or other materials provided by TidalCo: will yield particular results or satisfy the client's needs or objectives.
11. Software
11.1 In connection with the Services, Users may need to access software proprietary to TidalCo: or to third parties (the "Software"). To the extent that access is not governed by a separate agreement, TidalCo: grants the Client and Users accessing the Software through the Client a limited, non-exclusive, non-transferable licence, without the right to sublicense, to use the Software solely as required for the applicable Project. Individual Users may be required to accept software licence terms before receiving access. The Client is responsible for ensuring that all Users who access the Software through the Client are told of, and agree to be bound by, the applicable terms. TidalCo: may terminate any User's access to the Software at any time at its reasonable discretion.
11.2 The Client will ensure that Users do not, and do not permit anyone else to:
(a) sell, rent, loan or otherwise grant any rights or access in or to the Software to any third party;
(b) modify or create derivative works of the Software or associated materials;
(c) copy or reproduce the Software or associated materials, in whole or in part, including images contained in or generated through the Software or the Services;
(d) remove any copyright or other proprietary notices, including references to TidalCo:'s name;
(e) except as permitted by law, reverse engineer, decompile, disassemble or otherwise attempt to derive the Software's source code;
(f) use the Software in a way that could damage, disable, overburden or impair TidalCo:'s systems, or interfere with any other user's data or use of the Software or Services;
(g) introduce any malware, including viruses, worms, Trojan horses or other harmful code;
(h) attempt to gain access to TidalCo:'s systems or the Software through SQL injection, cross-site scripting, remote file inclusion, cross-site request forgery or any other unauthorized method;
(i) attempt to gain access to other users' accounts or data;
(j) attempt a denial-of-service attack of any kind;
(k) use the Software or TidalCo:'s systems to send spam or other unsolicited email; or
(l) use the Software in violation of applicable law, or in any way that may cause any part of the Software to fall into the public domain.
12. Intellectual Property
12.1 TidalCo: IP. The Client acknowledges that TidalCo: has used, developed or licensed valuable technical and non-technical information, designs, models, templates, protocols, systems, methodologies, documentation, software, technology, know-how, trade secrets and other intellectual property in developing and delivering each Project, its Services, Deliverables and Software, together with any modifications, improvements or derivative works (the "TidalCo: Materials"). Except for the limited rights granted to the Client under the Agreement, all right, title and interest in all new, pre-existing or generally applicable TidalCo: Materials, and all legal protection for them anywhere in the world (including trade secret and confidentiality protection, patents, copyright, industrial designs, trade dress, trademarks, related registrations and applications, and all enforcement rights, remedies, royalties and damages) (the "TidalCo: IP"), remain vested in TidalCo: and its third-party suppliers, as applicable. The Client will not, and will ensure others do not, copy, translate, modify, create derivative works of, reverse engineer, decompile, encumber or otherwise use any TidalCo: IP except as the Agreement expressly allows.
12.2 Client materials and Deliverables. The Client is and remains the exclusive owner of all its pre-existing information, designs, data, trade secrets, know-how and materials. Unless otherwise agreed, once all amounts owing for a Project are paid in full, TidalCo: assigns to the Client all its right, title and interest in the Deliverables developed specifically for the Client in that Project, except to the extent they contain TidalCo: IP.
12.3 Licence to TidalCo: IP in Deliverables. To the extent Deliverables contain TidalCo: IP, TidalCo: grants the Client a perpetual, non-exclusive, worldwide, non-transferable, non-sublicensable, paid-up licence to use that TidalCo: IP solely as integrated into, and in connection with the Client's use of, those Deliverables for the purposes of the applicable Project. The Client will not sublicense, or grant any other party the right to use, copy, exploit, modify, improve or create derivative works of, any TidalCo: IP.
12.4 Data. All data generated through the Client's use of the Software or participation in a Project ("Data") is owned by the Client. The Client grants TidalCo: a non-exclusive, non-transferable, perpetual, irrevocable, worldwide licence to use the Data solely to (a) perform the Services, (b) conduct internal analysis, and (c) keep a backup for disaster recovery. The Client agrees, on behalf of itself and all Users, that TidalCo: may anonymize the Data by removing all personal identifiers, and may then use the anonymized data at its discretion, subject to applicable privacy law, without the consent of or accounting to the Client or any User.
12.5 Branding. Each party recognizes the value of the goodwill associated with the other party's name and trademarks. Neither party obtains any right, title or interest in the other's trademarks, trade names, logos, service marks or other markings ("Branding Materials"), and neither may use the other's name or Branding Materials in any press release or other public disclosure without the other's prior written consent, except as permitted under Section 12.6. Any permitted use must follow the owning party's directions and guidelines for presenting its Branding Materials.
12.6 Case studies and references. TidalCo: may identify the Client by name, and describe a Project in general terms, in client lists, proposals and its website. TidalCo: may also publish anonymized descriptions of a Project that do not identify the Client. Before publishing a case study or other detailed description that identifies the Client, TidalCo: will send the Client a draft for review. The Client’s approval will not be unreasonably withheld, and the draft is deemed approved if the Client does not object in writing within 10 business days of receiving it.
12.7 Proposals. Despite anything else in the Agreement, but subject to Section 13, TidalCo: may describe any Project as proof of competency in proposals to other potential clients.
13. Confidential Information
13.1 Definition. "Confidential Information" means non-public information about the products, services, methods, processes, business, finances, technology, employees or customers of either party that is marked, designated or otherwise identified as confidential. The terms of the Agreement, including pricing, and the non-public details of any Project and the Services are Confidential Information unless the parties expressly agree otherwise, except that TidalCo: may disclose Project details as permitted under Section 12.6. Pricing and Fees remain confidential in all cases. Confidential Information excludes information that:
(a) was generally available to the public when disclosed;
(b) becomes generally available to the public other than through a breach of the Agreement by the recipient or its representatives;
(c) was or becomes available to the recipient from a source other than the disclosing party, if that source, after reasonable inquiry, was not bound by a confidentiality obligation to the disclosing party or otherwise prohibited from disclosing it;
(d) was already known to or in the possession of the recipient or its representatives, free of any confidentiality obligation, when disclosed;
(e) is independently developed by the recipient or its representatives without using any Confidential Information;
(f) the disclosing party expressly authorizes for disclosure; or
(g) must be disclosed by law, valid subpoena, court or government order or other legal process, provided the recipient uses commercially reasonable efforts to give the disclosing party prompt notice so it may seek, at its own cost, a protective order or other remedy.
13.2 Obligations. The recipient will protect the other party's Confidential Information with the same care it uses for its own confidential information of a similar nature, and no less than a commercially reasonable standard of care. The recipient will use it only to exercise its rights and perform its obligations under the Agreement, and will disclose it only to its directors, officers, employees, contractors, agents, professional advisors and other representatives who need to know it for that purpose and who are bound by confidentiality obligations substantially similar to this Section. Disclosure of Confidential Information grants no licence or rights in any trade secrets, patents, copyrights or other intellectual property, except as the Agreement expressly provides.
13.3 Client's third parties. The Client is solely responsible for ensuring that any third parties it chooses to involve in a Project are bound by appropriate confidentiality and non-disclosure obligations. TidalCo: has no liability in respect of those third parties.
13.4 Electronic communications. The parties may transmit confidential information electronically, including by telephone, mobile phone, email and video conferencing, to each other and to others engaged by either party in connection with the Agreement. The Client acknowledges that all forms of communication have inherent security weaknesses and that the risk of compromised confidentiality cannot be eliminated. TidalCo: is not liable for any loss, damage, expense, inconvenience or harm resulting from the loss, delay, interception, corruption or alteration of any electronic communication for any reason.
14. Termination
14.1 By the Client. The Client may terminate the Agreement and any or all Project Agreements without cause on at least 30 days' prior written notice to TidalCo:. Termination Fees and Expenses under Section 14.3 apply.
14.2 By TidalCo:. TidalCo: may terminate the Agreement and any or all Project Agreements:
(a) without cause, on at least 30 days' prior notice to the Client, or as set out in Section 5;
(b) with immediate effect, or suspend performance, if the Client breaches the Agreement and does not cure the breach within 15 business days of receiving written notice from TidalCo:;
(c) with immediate effect, if TidalCo: determines in its sole discretion that performing the Agreement exposes TidalCo: or its personnel or representatives to undue risk, violates applicable law, or may damage TidalCo:'s business or reputation; or
(d) with immediate effect, if the Client becomes insolvent or admits it cannot pay its debts as they fall due; becomes subject to any bankruptcy or insolvency proceeding that is not fully stayed within 7 business days or dismissed or vacated within 45 business days; is dissolved or liquidated or takes corporate action for that purpose; makes a general assignment for the benefit of creditors; or has a receiver, trustee, custodian or similar agent appointed over any material part of its property or business.
14.3 Termination Fees and Expenses. If the Client cancels a Project or terminates the Agreement, or if TidalCo: terminates a Project or the Agreement other than without cause, the Client will pay:
(a) a termination fee equal to the lesser of (i) the Fees scheduled in the Project Agreement for the 60 days following the date of the cancellation notice, and (ii) 100% of the total remaining estimated Fees (or total remaining apportioned Fees, as applicable) under that Project Agreement at the time of cancellation; and
(b) all expenses TidalCo: has incurred in connection with the Project that cannot reasonably be mitigated
(together, the "Termination Fees and Expenses"). These amounts are due and will be invoiced on notice of cancellation. The parties agree that the harm caused by such cancellation or termination would be impossible or very difficult to estimate accurately at signing, and that the Termination Fees and Expenses are a reasonable pre-estimate of that harm and constitute compensation, not a penalty. Payment of the Termination Fees and Expenses is the Client's sole liability and TidalCo:'s exclusive remedy for that cancellation or termination.
14.4 Effect of termination. On termination for any reason: (a) all amounts owing to TidalCo:, including under Section 14.3, become immediately due and payable; and (b) each party will return the other's Confidential Information, or in TidalCo:'s case may instead certify in writing that it has been destroyed. TidalCo: may retain one copy of Confidential Information for its records and one copy of the Data, which remain subject to Section 13.
15. Indemnity
15.1 The Client will indemnify, defend and hold harmless TidalCo:, its subsidiaries and affiliates, and their respective officers, directors, employees, contractors, agents, representatives, successors and permitted assigns from and against all claims, losses, actions, damages, liabilities, penalties, punitive damages, expenses, fees and costs of any kind (including actual legal fees and court costs on a lawyer-and-own-client basis, and the cost of enforcing this indemnity) arising out of or resulting from (a) negligent or wilful acts or omissions of the Client or its officers, directors, employees, contractors, agents or representatives, or (b) to the extent not covered by (a), the Client's breach of the Agreement. This applies to third-party claims and to claims solely between the indemnified parties and the Client.
16. Limitation of Liability
16.1 Liability cap. The total aggregate liability of TidalCo:, its subsidiaries and affiliates, and their respective officers, directors, employees, contractors, agents, representatives, successors and permitted assigns (the "Covered Parties") arising out of or related to any Project, its Services and Deliverables, or any non-performance of TidalCo:'s obligations, whether in contract, tort (including negligence) or otherwise, will not exceed the Fees actually received by TidalCo: under the applicable Project Agreement in the 12 months before the event giving rise to the claim.
16.2 Excluded damages. No Covered Party is liable to the Client or any third party for any loss of use, revenue or profit, loss of data, diminution in value, or any consequential, incidental, indirect, special, exemplary, aggravated or punitive damages, whether in contract, tort (including negligence) or otherwise, even if foreseeable or if TidalCo: was advised of their possibility, and even if any agreed remedy fails of its essential purpose.
16.3 Essential terms. The Client agrees that these limitations are fundamental to the Agreement and that TidalCo: would not have entered into it, or provided the Services on these terms, without them.
17. General
17.1 Governing law and disputes. The Agreement is governed by the laws of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. Any dispute or claim arising out of the Agreement that the parties cannot resolve amicably, whether in contract, tort, equity or otherwise, will be submitted to a single arbitrator under the Arbitration Act (British Columbia), whose decision is binding on the parties.
17.2 No lobbying. The Agreement is not an undertaking to lobby any government under any lobbying law. TidalCo: will not lobby or communicate directly with any government on the Client's behalf. Lobbying is outside the scope of the Agreement.
17.3 No regulated advice. The Services and Deliverables are not investment, legal, tax, accounting or other regulated advice. Despite anything else in the Agreement, TidalCo: does not replace the Client's management, decision-making bodies or other stakeholders and does not guarantee results. The Client remains solely responsible for its decisions and actions, its use of the Services and Deliverables, and its compliance with applicable laws.
17.4 Non-exclusivity. The Services are non-exclusive. TidalCo: and its affiliates may provide the same or similar services to any other party at any time. TidalCo: may freely use any knowledge, experience and know-how, including processes, ideas, concepts and techniques, gained in performing the Services, and may quote and charge fees to others that differ from the Fees.
17.5 Further assurances. The parties will sign and deliver any further documents and take any further actions reasonably required to give effect to the Agreement.
17.6 Reliance. Unless the Agreement provides otherwise, the Services, Deliverables and other communications under the Agreement are solely for the benefit of the Client and its successors and permitted assigns, not any third party, and may be relied on only for their intended purposes. TidalCo: has no responsibility for any unauthorized use of or reliance on them.
17.7 Force majeure. Neither party is liable for, or in breach because of, any delay or failure to perform its obligations (other than the Client's payment obligations) caused by events beyond its reasonable control, including acts of God or nature, strikes, work stoppages, riot, war, rebellion, civil unrest, terrorism, flood, earthquake, wildfire, fire, explosion, epidemics, pandemics, government acts or orders, changes in law, national or regional emergencies, telecommunication breakdowns, or power outages (a "Force Majeure Event"). The affected party will promptly notify the other, use all reasonable means to mitigate the effects, and resume performance as soon as reasonably practicable.
17.8 Injunctive relief. A breach of confidentiality obligations, or of obligations to protect and not use the other party's intellectual property, may cause immediate and irreparable harm. Despite Section 17.1, the affected party may seek injunctive or other equitable relief in any court of competent jurisdiction without posting bond or proving damages, in addition to all other remedies available.
17.9 Independent contractors. The parties are independent contractors. Neither party's personnel are employees or agents of the other, neither party may bind the other, and nothing in the Agreement creates a joint venture, agency, partnership or fiduciary relationship.
17.10 Amendments. No change to the Agreement is binding unless made in writing and signed by an authorized representative of each party.
17.11 Assignment. Neither party may assign its rights or delegate its obligations under the Agreement without the other's prior consent. However, TidalCo: may assign or transfer the Agreement without the Client's consent to an affiliate, or to a successor by merger, consolidation, amalgamation or sale of all or substantially all of its business or assets.
17.12 Successors. The Agreement binds and benefits the parties and their respective successors and permitted assigns.
17.13 Third-party beneficiaries. The Agreement benefits only the parties and their successors and permitted assigns, except that the indemnified parties under Section 15 and the Covered Parties under Section 16 are third-party beneficiaries of those Sections and may enforce them.
17.14 Non-solicitation. During any Project and for 12 months after the later of its completion and TidalCo:'s receipt of all amounts owing for it, the Client will not solicit for employment or hire any partner, principal, employee or consultant of TidalCo: involved in performing the Services.
17.15 Severability. The parties agree these Terms are reasonable in all the circumstances. If any provision is held unenforceable, (a) it does not affect any other provision, (b) the Agreement is read as if it were not present, and (c) the parties will negotiate in good faith to replace it with an enforceable provision whose effect is as close as possible to the original.
17.16 Waiver. No waiver is effective unless in writing and signed by the waiving party. Failure or delay in exercising any right or remedy is not a waiver, and a single or partial exercise does not prevent any further exercise.
17.17 Entire agreement. The Agreement is the entire agreement between the parties on its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, written or oral.
17.18 Order of precedence. If the documents forming the Agreement conflict, the following order applies, highest first:
the Project Agreement, but only for (a) the scope, Deliverables, Fees, payment schedule and timeline of that Project, and (b) any provision that expressly states it modifies or replaces a named Section of these Terms;
these Terms;
any other document expressly incorporated by reference.
17.19 Interpretation. Headings are for convenience only and do not affect interpretation. "Include", "includes" and "including" mean "including without limitation", and "or" is not exclusive. The Agreement is to be read without any presumption against the party that drafted it.
17.20 Survival. Sections 5 (Acceptance), 8.2 and 8.3 (Client Obligations), 9 (Fees, Expenses and Payment), 10.2 (Disclaimer), 11.2 (Software Restrictions), 12 (Intellectual Property), 13 (Confidential Information), 14.3 and 14.4 (Termination Fees and Effect of Termination), 15 (Indemnity), 16 (Limitation of Liability), 17 (General), and any other provision expressly or impliedly intended to survive, survive completion of each Project and termination of the Agreement for any reason.
17.21 Counterparts and electronic signatures. A Project Agreement may be signed in counterparts, each of which is an original and all of which together form one agreement. Signatures delivered electronically, including through an e-signature platform or by email, have the same effect as original signatures.
17.22 Notices. Notices under the Agreement must be in writing and may be delivered by email. Notices to TidalCo: go to operations@tidalco.com. Notices to the Client go to the contact named in the Project Agreement. An email notice is received on the business day it is sent, if sent before 5 p.m. in the recipient's time zone, and otherwise on the next business day.