Last Revised March 30, 2018
TERM AND RENEWAL Your Agreement with Elliot Laker Limited. (together with its affiliates, "North Ontario Wedding") will last for the term specified below, unless otherwise specified in your ordering documents (the "Term").
If You purchase an Annual Pro and/or Hobby Listing(s): North Ontario Wedding's Pro and Hobby Listings last for a fixed Term, which is 12 months from the contract start date. Even if we give you the option to divide payments for the Term over multiple payment periods, your purchase of a Pro and Hobby listing is a commitment to purchase one full Term of that membership, subject to the terms of the Termination section, below. The listing will last for a one-year Term and continue to renew for one-year renewal terms based on your anniversary date ("Renewal Term" and such Renewal Term shall be deemed part of the Term) on a annual basis unless and until you cancel it (by deactivating your listing using the Business Listing page in the Control Panel) or we terminate it. You must cancel your membership [at least two (2) business days before your anniversary date] before it renews each year in order to avoid billing of the next year's listing fees. We will bill the annual membership fee to the payment source you have provided us during registration or to a different payment source if you change your account information. Membership fees are fully earned upon payment. We do not provide refunds or credits for partially used periods.
If You purchase a Month-to-Month Listing: If You purchase a monthly listing from us (as specifically designated on your ordering documents), it will last for a one-month Term and continue to renew for one-month renewal terms based on your anniversary date ("Renewal Term" and such Renewal Term shall be deemed part of the Term) on a month-to-month basis unless and until you cancel it (by deactivating your listing using the Business Listing page in the Control Panel) or we terminate it. You must cancel your membership [at least two (2) business days before your anniversary date] before it renews each month in order to avoid billing of the next month's listing fees. We will bill the monthly membership fee to the payment source you have provided us during registration or to a different payment source if you change your account information. Membership fees are fully earned upon payment. We do not provide refunds or credits for partially used periods.
For North Ontario Wedding Customers purchasing a new Pro or Hobby Listing on or after March 30, 2018 only, you may terminate that membership by giving written notice to your Sales or Customer Support representative stating your intent to cancel.
Your membership will continue until immediately prior to your next scheduled billing date, at which point you will not be billed, your listing will move to a deactive status, and you will no longer receive the benefits of an active membership.
North Ontario Wedding may terminate this Agreement for cause upon five (5) days written notice to Customer of a breach of this Agreement. North Ontario Wedding may terminate this Agreement, with such termination to be effective on five (5) days notice, if the Customer provides products or services that are competitive to North Ontario Wedding or its affiliates. In the event of any termination or expiration of this Agreement, North Ontario Wedding shall retain the right to keep any and all reviews of Customer posted on the North Ontario Wedding Website(s) (the "Site") as well as basic directory information of Customer associated with such reviews, including without limitation, business name, address, and telephone number.
NORTH ONTARIO WEDDING AND ELLIOT LAKER NETWORK The North Ontario Wedding and the Elliot Laker Network are continually evolving. There is no guarantee that during the Term any third-party partners that belong to the North Ontario Wedding Network and/or the Elliot Laker Network will remain the same. Partners may be added or removed at any time without notice to Customer.
PRODUCT UPGRADES AND CHANGES North Ontario Wedding is constantly reviewing its product and service offerings to strive to provide its Customers with the best suite of options available. North Ontario Wedding retains the right to revise its product and/or service offerings, including the tools made available to you, at any time for any reason including without limitation to comply with any applicable law or regulation.
FINAL APPROVAL North Ontario Wedding reserves the right to refuse display of, and to take down at any time after display of, a Customer's ad if, in North Ontario Wedding’s sole discretion, the content of the ad is deemed to be in violation of this Agreement, or disparaging, inappropriate and/or competitive to North Ontario Wedding.
CUSTOMER RESPONSIBILITIES REGARDING OTHER SERVICES Customer is responsible for operation of any other tools or services provided by North Ontario Wedding to Customer, including keeping current its business and contact information, sending information and responding to client or prospective clients. North Ontario Wedding is not responsible for the content of any contracts, communications, or interactions (the "Interactions") between Customer and its clients using North Ontario Wedding-provided tools or services and shall have no liability for such Interactions. Further, North Ontario Wedding is not responsible for any losses Customer may incur as a result of relying on information provided to Customer by its clients or other third parties, whether or not such information was provided via the Site and even if North Ontario Wedding was advised of the possibility of such losses.
GENERAL PAYMENT TERMS Customer may purchase products and/or services hereunder in a variety of ways including: (i) self-service checkout; (ii) email sales quote; (iii) providing a credit card while on the phone with a North Ontario Wedding sale representative; or (iv) a signed order form. By completing the purchase transaction, Customer agrees to the terms of this Agreement and agrees to pay for the products and services provided by North Ontario Wedding with a valid credit card or check payment. Customer may not change the form of payment without North Ontario Wedding's consent. Payment shall be made in CAD Dollars, unless otherwise specified in your ordering documents.
CHANGING ACCOUNTS AND/OR UPGRADING OR ADDING PRODUCTS & SERVICES Customer may add or upgrade additional products and/or services at any time by contacting Customer's North Ontario Wedding account manager or by accessing Customer's North Ontario Wedding self-service checkout features on the Web. Only individuals who are authorized users of the Customer account may request changes (including, without limitation, name changes, transfers of the account to a different entity, or termination of the account) to Customer account or additional products and services. Upgrades to existing products and services will be deemed as a new contract with a new Term with the pro-rated refund on the unused portion of the preexisting Term applied to the new contract as a credit. The term for any add-on products or services will be deemed to be coterminous with the original product or service to which such add-on applies, unless otherwise specified in your ordering documents. The fees for new products and services will be based upon the then current, generally applicable fees.
NONTRANSFERABILITY OF PRODUCTS & SERVICES The products and/or services purchased are valid only for the Customer, and in the membership category and region specified at the time of purchase and may not be transferred either to a different customer or by the same Customer to a different category or region.
CAD DOLLARS & CAD TRADE REGULATIONS Customers in Canada will be billed in CAD Dollars and subject to CAD payment terms. In no event shall any transactions be in violation of CAD trade regulations.
TAXES, NO REFUNDS Except as specifically provided in these Terms of Purchase, there shall be no refunds for products and/or services provided by North Ontario Wedding. All amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall pay all sales, use, VAT, excise, property or other taxes or levies which North Ontario Wedding is required to collect or remit to applicable tax authorities.
CREDIT CARDS (ONLY if paying by Credit Card)
If North Ontario Wedding is authorized by Customer to charge Customer's credit card and North Ontario Wedding is unable to process Customer's credit card, or if any fee is otherwise not paid on time, then North Ontario Wedding may revoke access to Customer's account.
If the Customer does not make payments on time based on their payment schedule, North Ontario Wedding's delinquency process is as follows: (i) Customer account is suspended and access is revoked; (ii) Customer has five (5) days to bring to current balance after notification (which may include email notice); (iii) After five (5) days, the account is terminated and Customer's access to Customer's North Ontario Wedding account is permanently revoked; and (iv) If Customer wants to reinstate Customer's account with North Ontario Wedding after termination, Customer must: (a) Pay the outstanding balance in full; and (b) Execute a new one year agreement (paid in full) and fulfill the entire agreement.
If, for any reason, any fees Customer owes North Ontario Wedding have not been received or in any manner realized by North Ontario Wedding ("Unpaid Fees"), Customer agrees to pay such Unpaid Fees immediately. In addition, North Ontario Wedding may charge interest, in the lower amount of 2.0% per month (24% per annum) or the maximum amount allowed by law, on any unpaid account balance that Customer maintains. Any partial payments made by Customers will first be applied to the oldest, outstanding fees owed to North Ontario Wedding, including interest.
Customer, at any time during the Term, may buy out the remaining amount for such term with one-time payment equal to the remaining fee due for the remainder of the Term. Upon North Ontario Wedding receiving such payment, the Customer may choose to deactivate their Listing.
DISPUTES AMONG MEMBERS; RELEASE Customer is solely responsible for its interactions with other North Ontario Wedding members and users, and North Ontario Wedding is not party to any such disputes. North Ontario Wedding reserves the right, but has no obligation, to monitor disputes between Customer and other members and/or users. Customer agrees to release North Ontario Wedding, its officers, directors, agents, affiliates, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any disputes between Customer or its officers, directors, agents, affiliates, or employees, on the one hand, and any other North Ontario Wedding members and/or users, on the other hand.
NO AGENCY Customer hereby agrees and acknowledges that its provision of services and/or use of the Site does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with North Ontario Wedding and furthermore that no affiliation, association or connection exists between Customer and North Ontario Wedding. In no event shall you have authority to bind, commit, contract for, or otherwise obligate North Ontario Wedding in any manner whatsoever.
ENTIRE AGREEMENT This Agreement, including any documents incorporated by reference, shall constitute the entire agreement between the parties regarding the subject matter hereof and supersede all proposals and prior discussions and writings between the parties with respect thereto. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (not provided by North Ontario Wedding) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void, unless otherwise agreed to by North Ontario Wedding in writing. This is a subscription agreement for use of products and services and not an agreement for sale. Customer acknowledges that it/he/she is obtaining only a limited right to such products and services and that, irrespective of any use of the words "purchase", "sale" or like terms hereunder, no ownership rights are being conveyed to Customer under this Agreement. Further, Customer acknowledges that the products and services are offered as an on-line, hosted solution, and that Customer has no right to obtain or retain a copy of any of the products or services unless otherwise stated herein.
MODIFICATIONS The parties agree that this Agreement cannot be altered, amended or modified, except by a writing signed by an authorized representative of each party.
NO WAIVER No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
SEVERABILITY AND REFORMATION Each provision of this Agreement is a separately enforceable provision. If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
GOVERNING LAW This Agreement is governed by the laws of the Province of Ontario ("Governing Law"), without regard to principles of conflict of laws of any province or jurisdiction.
Any judgment upon an award rendered by the arbitrators may be entered in any court of competent jurisdiction in the Place of Jurisdiction. The arbitrators shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. Customer and North Ontario Wedding agree to arbitrate solely on an individual basis, and that this Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person's claims, regardless of the nature of the dispute or issues involved, and may not otherwise preside over any form of a representative or class proceeding.
THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN CUSTOMER AND NORTH ONTARIO WEDDING WILL BE RESOLVED BY BINDING ARBITRATION. CUSTOMER HEREBY GIVES UP ANY RIGHT TO GO TO COURT TO ASSERT OR DEFEND ITS RIGHTS. CUSTOMER ALSO GIVES UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTION LAWSUITS. CUSTOMER'S RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY. Customer is entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are enforceable as any court order and are subject to very limited review by a court by using North Ontario Wedding's goods and services or the Site, Customer consents to these restrictions.
In the event the prohibition on class arbitration is deemed invalid or unenforceable, then the remaining portions of the arbitration agreement will remain in force. Should a Dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between Customer and North Ontario Wedding, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state courts sitting in the Place of Jurisdiction and federal courts sitting in the Place of Jurisdiction. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit, the prevailing party shall be entitled to recover reasonable attorneys' fees.
WARRANTY EXCLUSION THE PRODUCTS AND/OR SERVICES PROVIDED BY NORTH ONTARIO WEDDING ARE PROVIDED "AS IS", "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO THE APPLICABLE LAW, NORTH ONTARIO WEDDING DISCLAIMS ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHER VIOLATION OF RIGHTS. THE PRODUCTS AND/OR SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS (THE "FORCE MAJEURE EVENTS"), INCLUDING, WITHOUT LIMITATION, WARS, TERRORIST ATTACKS, STRIKES, RIOTS, EARTHQUAKES, HURRICANES, TORNADOES, VOLCANOES, MAJOR WEATHER EVENTS, INTERNET CONGESTION, ATTACKS ON OR FAILURE OF INFRASTRUCTURE, TROJAN, VIRUS OR MALWARE, AND DENIAL OF SERVICE (DOS) ATTACKS. NORTH ONTARIO WEDDING IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM ANY FORCE MAJEURE EVENT.
LIMITED LIABILITY IN NO EVENT SHALL NORTH ONTARIO WEDDING, OUR EMPLOYEES, OR OUR SUPPLIERS BE LIABLE TO CUSTOMER OR ANYONE ELSE FOR INDIRECT DAMAGES, LOST PROFITS, ANY SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, FOR USE OF ANY COUPONS OR OTHER PROMOTIONAL DISCOUNTS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON INFORMATION CONTAINED ON THE SITE, WHETHER IN AN ACTION FOR BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. NORTH ONTARIO WEDDING'S LIABILITY, AND THAT OF OUR EMPLOYEES AND SUPPLIERS, TO CUSTOMER OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF THE AMOUNT OF FEES YOU PAY TO NORTH ONTARIO WEDDING IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $100, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
REPRESENTATION AND WARRANTY The person consenting to this Agreement represents and warrants that: (1) such person has authority to enter into it on behalf of Customer; (2) Customer's entering into this Agreement does not violate any other rights, obligations, regulations or laws; (3) Customer has obtained all necessary rights for any content that it provides to North Ontario Wedding and that North Ontario Wedding's use of such content will not be defamatory or harassing or violate any third party rights, including rights of publicity, privacy, and intellectual property rights, or violate any law or regulation; and (4) any user with access to Customer's account shall be deemed an authorized user of such account. North Ontario Wedding reserves the right to rely on the representations and warranties made by any user of Customer's account when providing the services to Customer.
INDEMNITY Customer agrees to indemnify and hold North Ontario Wedding and our affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising in any manner in whole or in part out of Customer's use of the Site, or its violations of its representations, warranties or obligations under the Agreement.
LANGUAGE The parties have expressly agreed that this agreement and all ancillary agreements, documents or notices relating thereto be drafted solely in the English language. Les parties aux présentes ont expressément convenu que ce accord et toute autre convention, document ou avis y afférent soient rédigés en anglais seulement.