Terms of Service
TERMS OF SERVICE
Effective: February 5, 2018
These Terms of Service (this “Agreement”) set forth the terms and conditions that apply to your access and use of the internet websites located at https://manage.pressboard.ca, https://manage.pressboardmedia.com and http://pressboardmedia.com, (collectively, the “Site”), each owned and operated by Pressboard Media Inc. and/or its affiliates (collectively, “Pressboard”, “we”, “our” or “us”), and the services available thereon, including without limitation the services as described in Section 2 of this Agreement (the “Services”).
BY ACCESSING OR USING THE SITE OR SERVICES YOU ARE INDICATING YOUR ACCEPTANCE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MUST NOT ACCESS OR USE THE SITE OR THE SERVICES. IF YOU ARE DISSATISFIED WITH THIS AGREEMENT OR ANY RULES, POLICIES, GUIDELINES OR PRACTICES APPLICABLE TO THE SITE OR SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE AND SERVICES.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
- Ability to Enter into this Agreement. In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence, and be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you. If you accept this Agreement, you represent that you have the capacity to be bound by it.
- The Services. Amongst other things, the Services include:
- an online marketplace which facilitates the publishing of brand content (“Stories”) created by certain users (“Advertisers”) by connecting Advertisers with other users (“Publishers”) who may agree to publish the Stories on their websites in exchange for a fee (a “Publishing Transaction”); and
- access by Advertisers and Publishers to certain data analytics collected by Pressboard regarding their published Stories (“Story Analytics”), and such Story Analytics may include, amongst other data analytics, the number of reads, number of views, average time spent on the Publisher website(s) where a Story is published, traffic sources, devices, number of shares, average scroll, number of clicks on links, as well as other analytics related to the viewership of the Stories. Additionally, data provided by the Publisher through Google Analytics, Facebook, Twitter, YouTube, Instagram, LinkedIn, Pinterest and any other social and 3rd party API’s.
- Order Form and Fees.
- Order Form. In order to enter into a Publishing Transaction, the applicable Advertiser, Publisher and Pressboard will enter into one or more online order documents (collectively, an “Order Form”) that will set out:
- the Story to be published;
- the specific Publisher website(s) on which the Story will be published;
- the dates on which the Story will be published and available on the Publisher website(s);
- the aggregate fees paid by Advertiser in connection with the Story being published on the Publisher website(s) (the “Transaction Fees”);
- the payment terms with respect to payment of the Transaction Fees
- certain other details relevant to the Publishing Transaction.
- Fees. If you are an Advertiser, you are liable for Transaction Fees arising out of all Publishing Transactions made using the Site or Services, even if sales terms are finalized or payment is made outside of the Site or Services. Unless otherwise stated, all fees are quoted in United States dollars if you are located in the United States,or Canadian dollars if you are located in Canada. Your location is set based on the country you select during the account setup process. For countries and currency other than The United States or Canada please contact firstname.lastname@example.org. If you are an Advertiser, you must have a payment method on file and pay all fees and applicable taxes associated with the Services prior to making a purchase If an Advertiser holds a line of credit with Pressboard, payment must be made by the payment due date shown on the applicable Order Form or invoice. If your payment method fails or your account is past due, we may collect fees owed by charging other payment methods on file with us or retaining collection agencies and legal counsel. In addition, you may be subject to late fees. Pressboard retains a portion of the Transaction Fees at the time of the transaction.
- Refunds and Disputes. If you are an Advertiser, within 60 days following Pressboard’s receipt of written notice to email@example.com by you requesting a refund, Pressboard will refund to you any unspent funds in your Account. Notwithstanding the foregoing, all Transaction Fees owing to Pressboard are non-refundable. Any disputes between an Advertiser and a Publisher must be resolved by such Advertiser and Publisher, and Pressboard expressly disclaims all responsibility and liability with respect to such disputes.
- Payments to Publishers. If an Advertiser fails to pay any Transaction Fees to Pressboard arising from a Publishing Transaction dispute, Pressboard has the right, in its sole discretion, to delay, withhold or refuse any payments arising from such Publishing Transaction to the Publisher until such a dispute is resolved.
- Intellectual Property Rights.
- Materials. All material available on the Site and all material and services provided by or through Pressboard, its affiliates, subsidiaries, employees, agents, licensors or other commercial partners including, but not limited to, software, all informational text, software documentation, design of and “look and feel”, layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted as well as all derivative works thereof (collectively, the “Materials”), are owned by us or our licensors or service providers, and are protected by copyright, trademark, trade secret and other intellectual property laws.
- Limited License to Materials. Subject to your compliance with all of the terms and conditions of this Agreement, during the term of this Agreement, Pressboard grants to you a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Materials that we make available to you solely in connection with your use of the Services. Except as otherwise expressly permitted under this Agreement, you are not permitted to download, copy or otherwise store any Materials.
- Use of Name and Logo. You agree that Pressboard may, and you grant to Pressboard a perpetual, worldwide, non-exclusive, royalty-free license to, use, reproduce, process and display your name, logo and/or branding on the Site, on a Publisher website on which your Story has been published and/or otherwise in connection with the Services.
- Ownership and Use of Feedback. This Section 4(d) does not apply to Stories; however you agree that any ideas, suggestions, concepts, processes or techniques which you provide to Pressboard related to the Services, the Site or Pressboard or its business (“Feedback”) are and will be Pressboard’s exclusive property without any compensation or other consideration payable to you by Pressboard, and you do so of your own free will and volition. Pressboard may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative Pressboard may decide into the Site, the Services, its software, documentation, business or other products or services, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to Pressboard in any Feedback and, as applicable, waive any moral rights.
- Submission of Stories.
If you are an Advertiser, the Site and the Services enable you to provide or upload Stories to Pressboard for the purpose of providing the Services. You acknowledge and agree that you are solely responsible for all Stories you submit, provide or upload and the consequences for submitting, providing or uploading them. By providing or uploading Stories in connection with the Services, you agree as follows:
- License to Pressboard. Pressboard will use Stories you upload to the Site solely in connection with providing the Services to you or any other user of the Services, and for no other reason. You agree that by uploading, or otherwise providing a Story on or through the Site and/or the Services, you grant to Pressboard a perpetual, worldwide, non-exclusive, royalty-free license to use, reproduce, process and display all or any portion of such Story, solely in connection with providing the Services. This license includes the right to host, index, cache or otherwise format a Story in order to provide the Services.
- License to Publishers. If you agree to purchase the right to publish a Story on one or more Publisher website(s), you agree to grant to such Publisher a worldwide, perpetual, non-exclusive, royalty-free license to use, reproduce, process and display such Story on such Publisher website(s), as well as on Publisher’s social accounts, ad units and/or other media formats. This license includes the right to host, index, cache or otherwise format a Story.
- Ownership of Stories. You represent, warrant and covenant that you own your Stories or have the necessary licenses, rights, consents and permissions to grant the license set forth herein and that its provision to Pressboard and Publishers, as well as the use thereof by Pressboard, Publishers or other users of the Services or Publisher websites, will not violate the copyrights, privacy rights, publicity rights, trademark rights, contract rights or any other intellectual property rights or other rights of any person or entity.
- Third Party Rights. You agree that Pressboard, and the Publishers, are not responsible for any violations of any third party intellectual property rights in any Stories that you submit to Pressboard. You agree to pay all royalties, fees and any other monies owing to any person by reason of the Stories uploaded, displayed or otherwise provided by you to the Site.
- Indemnity You agree to indemnify, defend and hold harmless Pressboard, and its subsidiaries, affiliates, publishers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to the content of the Stories.
- Collection and Use of Story Analytics and other Data.
- Collection and Use of Story Analytics. If you are a Publisher:
- you agree that Pressboard may collect Story Analytics relating to the users of your website(s) on which Stories are posted, and may use such Story Analytics for any purpose, including but not limited to the enhancement and provision of the Services and the sale or other transfer of all or any portion of the Story Analytics to Advertisers, other Publishers and other third parties;
- you represent, warrant and covenant that you have obtained all necessary rights, consents and permissions from the users of your website(s) to permit Pressboard to collect, use, sell and distribute the Story Analytics as set out in this Agreement. Should a user opt-out of data collection, you will report that information back to Pressboard in a timely manner, so that Pressboard can delete that users data from our records.
- Collection and Use of Story Analytics. If you are a Publisher:
- Collection and Use of Other Data. Pressboard may collect other data in connection with the Site and Services, including but not limited to: (i) data provided by Publishers through Google Analytics, Facebook, Twitter, YouTube, Instagram, LinkedIn, Pinterest and any other social and 3rd party APIs; and (ii) Site usage data, Publishing Transaction data and interactions with the Site, including the pages you visit on our Site. Pressboard retains the right to use or share any Aggregated Data generated by anyone using the Site or Services, including you and our other users, for the purpose of enhancing and providing the Services. “Aggregated Data” means data does not contain personal information and which has been manipulated or combined to provide generalized, anonymous information.
- Acceptable Use and Conduct. You agree that you will not publish or make available any Stories that, or use the Site or Services in a manner that:
- infringes, violates or misappropriates any third party’s intellectual property or proprietary rights;
- contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;
- is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another’s privacy;
- is harmful to minors in any way;
- is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Pressboard;
- impersonates a Pressboard employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Site or Services or a portion thereof without proper authorization;
- interferes or attempts to interfere with the proper working of the Site or Services or prevents others from using the Site or Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the Site, or that otherwise negatively affects other persons’ ability to use the Site or Services;
- uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Site or Services or the content contained therein;
- facilitates the unlawful distribution of copyrighted Stories;
- except as expressly permitted by Pressboard, licenses, sublicenses, rents or leases the Services to third parties, or uses the Services for third party training, commercial time-sharing or service bureau use;
- includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Stories transmitted through the Site or Services to users;
- stalks or otherwise harasses anyone on the Site or using the Services or with information obtained from the Site or Services;
- collects, uses or discloses data, including personal information, about any persons without their informed consent or for unlawful purposes or in violation of applicable law or regulations;
- requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of the Site or Services for the purposes of automating logins to the Site;
- attempts to gain unauthorized access to the computer systems of Pressboard or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Site or Services;
- posts adult or pornographic Stories;
- decompiles or reverse engineers or attempts to access the source code of the software underlying the Site, the Services or any other Pressboard technology;
- copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of the Site or Services;
- accesses the Site or Services for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Site or Services;
- accesses the Site or Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or
- accesses the Site to upload any Stories or computer code for the purposes of: (i) causing a breach or override of security to the Site or Services; (ii) interfering with the proper working, functionality or performance of the Site or Services; or (iii) preventing others from accessing or using the Site or Services.
- Your Profile Information and Account.
- Account. If you sign up for a Pressboard account (an “Account”), you agree that Pressboard is providing you with one user identification reference that you will use to create a username (your email address) and password (together, the “User ID”) to the extent, and only to the extent, necessary to access and use the Site and Services in accordance with this Agreement. You agree and understand that you are responsible for maintaining the confidentiality of your User ID. That User ID, together with any or other user information you provide, including but not limited to your mailing address, company name, e-mail address, phone number, photo, name, location, time zone, currency, financial information, social media profiles and, if you are a Publisher, your pricing packages, will form your “Profile Information” and allow you to access your Account. You agree that Pressboard may make the following of your Profile Information available to other users: company name, photo, name, location, time zone, currency, social media profiles and, if you are a Publisher, your pricing packages. You will provide true, accurate, current and complete information about yourself, and you agree not to misrepresent your Profile Information. You represent and warrant to Pressboard that you have not misrepresented any Profile Information. You are responsible for any Profile Information that may be lost or unrecoverable through the use of the Site or Services.
- Use of Account. Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You agree not to disclose your User ID to any third party. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account or Profile Information, you are responsible for notifying Pressboard immediately. It is your responsibility to update or change any Account or Profile Information, as appropriate.
- Suspension of Services. If Pressboard, in its sole discretion and without notice, considers that there is an immediate security or operational risk to the Services or any of its, your or a third party system, then Pressboard may immediately suspend access to or use of the Services and your Account. The suspension of use and access is not a breach of this Agreement. You acknowledge that the preservation of security, confidentiality and data is paramount. Pressboard has no liability to you for suspending the Services under this provision.
- Electronic Communications. In the case of any newsletter or other marketing initiatives, you can withdraw your consent to receiving those communications and unsubscribe to any Pressboard subscriptions at any time by clicking “Unsubscribe” at the bottom of such communication or by contacting firstname.lastname@example.org. Doing so may have a material impact on our ability to provide any Services to you, and we are not responsible if you do so.
- Taxes. You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to any purchase or sale of services or goods under this Agreement. When purchasing or selling services or goods under this Agreement, it is your responsibility to determine whether or not sales taxes apply to a transaction and to collect, report and remit the correct amounts to the appropriate authority. Any tools provided as Materials or in connection with the Services indicating estimated taxes due are for illustration purposes only. You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to the purchase or sale of services or goods under this Agreement.
- Disclaimer of Warranties.
- YOUR USE OF THE SITE OR SERVICES AND ALL MATERIALS AND STORIES FORMING PART OF OR RELATED TO THE SITE OR SERVICES, INCLUDING ANY STORIES YOU UPLOAD OR SUBMIT AND ANY THIRD PARTY SOFTWARE AND MATERIALS, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SITE AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PRESSBOARD EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SITE OR SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.
- PRESSBOARD DISCLAIMS ANY WARRANTY THAT THE SITE, THE SERVICES, THE MATERIALS OR ANY STORIES, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND MATERIALS, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SERVICES OR THE SERVERS THAT MAKES THE SITE AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME PRESSBOARD MAY REMOVE THE SITE OR CEASE PROVIDING THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SITE AND SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE OR SERVICES OR OTHER ACTIONS THAT PRESSBOARD, IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. PRESSBOARD MAKES NO GUARANTEE REGARDING: (I) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY STORIES (INCLUDING THIRD PARTY STORIES) OR ADVERTISING ON THE SITE OR SERVICES; OR (II) THE COMPATIBILITY OF ANY SOFTWARE, HARDWARE OR MATERIALS WITH THE SITE OR SERVICES.
- PRESSBOARD IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY STORIES, MATERIALS, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY PRESSBOARD, TELECOMMUNICATIONS PRESSBOARDS, STORIES OR MATERIALS PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY PRESSBOARD.
- YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR STORIES ARE COMPATIBLE WITH THE SITE AND SERVICES. PRESSBOARD DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF YOUR STORIES BY THIRD PARTIES OR OTHER USERS OF THE SITE AND SERVICES AND IS NOT RESPONSIBLE FOR PROTECTING YOUR STORIES.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE OR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM PRESSBOARD OR THROUGH OR FROM THE SITE OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
- THE SITE AND SERVICES ARE OFFERED AND CONTROLLED BY PRESSBOARD FROM ITS FACILITIES IN CANADA. PRESSBOARD MAKES NO REPRESENTATIONS THAT THE SITE OR SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SITE OR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.
- Third Party Sites and Content. The Site may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site. These other websites are not under Pressboard’s control, and you acknowledge that Pressboard is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Pressboard or any association with its operators. You further acknowledge and agree that Pressboard will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or services available on or through any such website or resource. Access and use of third party sites, including the information, material, products and services on third party sites or available through third party sites, is solely at your own risk.
- Exclusive Remedy and Limitation of Liability.
- YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, WILL PRESSBOARD OR ITS OWNERS, OFFICERS, DIRECTORS, AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF PRESSBOARD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT. PRESSBOARD’S TOTAL AGGREGATE LIABILITY FROM ANY AND ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) $5,000 CAD; AND (B) THE AGGREGATE PORTION OF THE TRANSACTION FEES PAID BY YOU AND RETAINED BY PRESSBOARD IN THE 90 DAYS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, PRESSBOARD’S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION WILL BE LIMITED TO THE FURTHEST EXTENT PERMITTED BY LAW. NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE HEREIN TO THE CONTRARY, PRESSBOARD WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF IN ANY WAY WITH RESPECT TO A TRIAL PROGRAM OR YOUR PROVISION OF AN INDIVIDUAL’S PERSONAL INFORMATION TO PRESSBOARD OR THROUGH THE SERVICES. YOU FURTHER AGREE THAT THE FOREGOING LIMITATIONS WILL APPLY WITH RESPECT TO THIRD PARTY LIABILITY OF ANY KIND.
- THE FOREGOING LIMITATIONS WILL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF STORIES, MATERIALS, CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN PRESSBOARD AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT PRESSBOARD WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISING ENTITIES OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISING ENTITIES ON THE SITE.
- Pressboard will have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any modification, suspension or discontinuance of the Site and/or the Services.
- Waiver of Jury Trial and Class Action Rights
. WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THE SITE, THE SERVICES AND/OR THIS AGREEMENT: (I) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY; AND (II) YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.
- Limitation of Time. You agree that you will not bring a claim under or related to this Agreement more than 12 months from when your claim first arose.
- Indemnity. You agree to indemnify, defend and hold harmless Pressboard, and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives (together, the “Indemnified Parties”), from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys’ fees) (collectively and individually, “Claims”) incurred by or made against the Indemnified Parties in connection with any Claims arising out of or relating to this Agreement, the Site or the Services, including but without limitation in relation to: (a) your use, non-use or misuse of, or connection to the Site, the Services and any Stories, including without limitation your Profile Information and any third party Stories forming part of the Site; (b) your violation or alleged violation of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party and otherwise as set out herein. Pressboard reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Pressboard and you agree to cooperate with Pressboard’s defense of these Claims. You agree not to settle any matter without the prior written consent of Pressboard. Pressboard will use reasonable efforts to notify you of any such Claims upon becoming aware of it.
- Cancellation and Termination.
- You may cancel your Account at any time by contacting us at email@example.com This is the only way to cancel your Account and any requests for refunds will be handled in accordance with our refund policy set out in Section 3(c). Email requests sent to e-mail addresses other than firstname.lastname@example.org, mail requests or phone requests to cancel your Account will not be accepted.
- You will remain liable for all charges accrued on your Account up to the time of cancellation, including any Transaction Fees. Pressboard is under no obligation to store your Stories and may delete your Account and/or your Stories at any time following the cancellation of your Account or may keep your Account and/or your Stories following the effective date of cancellation of your Account indefinitely.
- Pressboard reserves the right at any time, and without cost, charge or liability, to terminate this Agreement and/or cancel your Account at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. Pressboard reserves the right to modify, suspend or discontinue the Site and/or Services, or any portion thereof, at any time and for any reason, with or without notice.
- Governing Law. If there is any dispute between you and Pressboard about or involving this Agreement, the Site or the Services, you hereby agree that the dispute will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable therein without regard to its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
- Dispute Resolution. Except for any claim involving the ownership of intellectual property, all disputes arising out of or in connection with this Agreement will be referred to and finally resolved by arbitration under the rules of the British Columbia International Commercial Arbitration Centre. The appointing authority will be the British Columbia International Commercial Arbitration Centre. The case will be adjudicated by a single arbitrator and will be administered by the British Columbia International Commercial Arbitration Centre in accordance with its rules. The place of arbitration will be Vancouver, British Columbia, Canada. The language of the arbitration will be English. Notwithstanding the foregoing, Pressboard may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction and you agree that this Agreement is specifically enforceable by Pressboard through injunctive relief and other equitable remedies without proof of monetary damages.
- Assignment. You may not assign this Agreement to a third party without Pressboard’s consent. Provider may assign this Agreement or any rights hereunder to any third party without your consent. Any assignment in violation of this Section 18(c) shall be void. Any assignment is conditional upon the assignee agreeing in writing to be bound by the terms of this Agreement which shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
- Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing: (i) to Pressboard, by email at email@example.com or certified mail at our registered address at 2900 – 550 Burrard Street, Vancouver, British Columbia, V6C 0A3; or (ii) to you, by email or by certified mail at the addresses included as part of the Profile Information for your Account.
- Severability. If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole will not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable will be stricken from this Agreement.
- Waiver. You agree that if Pressboard does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Pressboard has the benefit of under any applicable law), this will not be taken to be a formal waiver of Pressboard’s rights and that those rights or remedies will still be available to Pressboard.
- Survival. The termination of this Agreement shall not affect any right of action or claim of Pressboard existing at the time of such termination, and the following Sections: the Preamble, 1, 3(b), 3(c), 3(d), 4(a), 4(c), 4(d), 5 through 7, 10, 11, 14 through 16, 18, and any other Sections that ought reasonably to survive termination will survive the termination of this Agreement.
- Entire Agreement. This Agreement, together with any Order Forms you enter into, is the entire agreement between us related to the subject matter in this Agreement. This Agreement replaces and supersedes any other prior or contemporaneous agreement, representation or discussion, oral or written, and may not be changed except in writing signed by us, regardless of whether or not the parties act under an unsigned “electronic” agreement or rely on such an unsigned agreement.
- Contacting Pressboard. You may contact Pressboard by email at firstname.lastname@example.org.