The parties hereto agree as follows:
SECTION 1. SUBSCRIPTION
1.1 Subscribed product
FONTREAL hereby grants to the Subscriber the non-exclusive, non-transferable, perpetual right to access and make personal and non-commercial use of the FONTREAL audio and e-books identified in the Shopping Cart on the Order Confirmation (the “Subscribed Product”) and provide the Subscribed Product to the Subscriber subject to the terms and conditions of this Agreement.
1.2 Authorized uses
The Subscriber may download, access and view the Subscribed Product by means of a format-compatible electronic reading device, audio device or other system. Subscriber is authorized to download additional copies of the Subscribed Product and to transfer them to other electronic reading/audio devices of the Subscriber, solely for the Subscriber’s personal use.
FONTREAL permits that the Subscriber may copy, paste, and/or print up to a maximum of ten percent (10%) of the Subscribed Product. FONTREAL retains the right to amend these percentages at any time with written notice to the Subscriber.
1.3 Restrictions on use of the subscribed product
Except as expressly permitted in writing by FONTREAL, the Subscriber may not:
– abridge, modify, translate or create any derivative work based on the Subscribed Product;
– remove, obscure or modify in any way any copyright notices, other notices or disclaimers as they appear in the Subscribed Product;
– reproduce, distribute, transfer, sell, rent, lease or lend the Subscribed Product; or
– bypass, modify, defeat or circumvent security measures that protect the Subscribed Product.
– post individual items from the subscribed product on social networking sites.
1.4 Intellectual Property Ownership
The Subscriber acknowledges that all right, title and interest in and to the Subscribed Product remain with FONTREAL and its suppliers, except as expressly set forth in this Agreement, and that the redistribution of the Subscribed Product could materially harm FONTREAL and its suppliers.
SECTION 2. FONTREAL PERFORMANCE OBLIGATIONS
FONTREAL will make the Subscribed Product accessible to the Subscriber from the FONTREAL Store at https://fontreal.com. The Subscribed Product will be accessible for download for a period of two days from the date that the Subscriber submits the Order Confirmation by selecting the “Pay” button thereon.
SECTION 3. SUBSCRIBER PERFORMANCE OBLIGATIONS
3.1 Protection from unauthorized access and use
The Subscriber shall use reasonable efforts to:
– ensure that any passwords or credentials used to access the Subscribed Product are used only by Subscriber for its personal use and Subscriber should not divulge any passwords or credentials to any third party; and
– immediately upon becoming aware of any unauthorized use of the Subscribed Product, inform FONTREAL and take appropriate steps to ensure that such activity ceases and to prevent any recurrence.
3.2 System requirements
Use of the Subscribed Product requires compatible devices internet access, and certain software (fees may apply); may require periodic updates, and may be affected by the performance of these factors. Subscriber agrees that meeting these requirements, which may change from time to time, is the responsibility of the Subscriber.
SECTION 4. FEES AND PAYMENT TERMS
The Subscriber shall pay to FONTREAL the fees (the “Fees”), for access to and use of the Subscribed Product at the rates in effect when the charges were incurred. Refunds are not available. If the Subscribed Product becomes unavailable following a transaction but prior to download, the Subscriber will be given automatically a second chance to download the product.
SECTION 5. TERM AND CANCELLATION
The term of this Agreement shall commence when FONTREAL processes the Subscriber’s payment of the Fees, and shall continue to access and use the Subscribed Product in perpetuity in accordance with the usage provisions of this Agreement. The perpetual access granted hereunder for the above Subscribed Product is subject to payment of a one-time fee as identified in the Shopping Cart on the Order Confirmation. The right of cancellation of this Agreement ends when the Subscriber downloads the Subscribed Product.
SECTION 6. FONTREAL WARRANTIES AND INDEMNITIES
FONTREAL warrants that use of the Subscribed Product in accordance with the terms and conditions herein will not infringe the intellectual property rights of any third party.
FONTREAL shall indemnify, defend and hold harmless the subscriber from and against any loss, damage, costs, liability and expenses (including reasonable attorneys’ fees) arising from or out of any third-party action or claim that use of the Subscribed Product in accordance with the terms and conditions herein infringes the intellectual property rights of such third party. If any such action or claim is made, the Subscriber will promptly notify and cooperate with FONTREAL. This indemnity obligation shall survive the termination of this Agreement.
EXCEPT FOR THE EXPRESS WARRANTIES AND INDEMNITIES STATED HEREIN AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, FONTREAL AND ITS SUPPLIERS PROVIDE THE SUBSCRIBED PRODUCT “AS IS” AND MAKE NO REPRESENTATION OR WARRANTY AND EXPRESSLY DISCLAIM ANY LIABILITY FOR ANY CLAIM ARISING FROM OR OUT OF THE SUBSCRIBED PRODUCT, INCLUDING BUT NOT LIMITED TO ANY ERRORS, INACCURACIES, OMISSIONS, OR DEFECTS CONTAINED THEREIN, AND ANY IMPLIED OR EXPRESS WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.4 Limitation of liability
Except for the express warranties and indemnities stated herein and to the extent permitted by applicable law, in no event shall FONTREAL or its suppliers be liable for any indirect, incidental, special, consequential or punitive damages including, but not limited to, loss of data, business interruption or loss of profits, arising out of or in connection with this Agreement, or shall the liability of FONTREAL and its suppliers to the Subscriber exceed a sum equal to the Fees paid by the Subscriber hereunder, even if FONTREAL or any supplier has been advised of the possibility of such liability or damages.
SECTION 7. RISK OF LOSS
Risk of loss for the Subscribed Product transfers when the Subscriber downloads or accesses the Subscribed Product.
SECTION 8. GENERAL
8.1 Force majeure
Neither party’s delay or failure to perform any provision of this Agreement as a result of circumstances beyond its control (including, but not limited to, war, strikes, fires, floods, governmental restrictions, power failures, telecommunications or Internet failures or damage to or destruction of any network facilities or servers) shall be deemed a breach of this Agreement.
The invalidity or unenforceability of any provision of this Agreement shall not affect any other provisions of this Agreement.
8.3 Entire agreement This Agreement contains the entire understanding and agreement of the parties and merges and supersedes any and all prior and contemporaneous agreements, communications, proposals and purchase orders, written or oral, between the parties with respect to the subject matter contained herein.
8.4 Governing law
This Agreement will be governed by and construed in accordance with the laws of Canada, without regard to conflict of law principles, and the parties irrevocably consent to the exclusive jurisdiction of the courts located in St. John’s, NL, Canada, with respect to any action or suit arising out of or pertaining to this Agreement (except where local law requires).
The Subscriber shall not assign, transfer or license any of its rights or obligations under this Agreement unless it obtains the prior written consent of FONTREAL, which consent shall not unreasonably be withheld.
All notices given pursuant to this Agreement shall be in writing and, if to FONTREAL, delivered to FONTREAL, 17 Osbourne street, St. John’s, NL, Canada, A1B 1X6 , and if to the Subscriber, delivered to the contact details identified on the Order Confirmation, or to such other address(es) as the party concerned shall have designated by notice hereunder.