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ADREFLEX CORPORATION

SUBSCRIPTION AGREEMENT & TERMS OF USE

 

This Master Subscription Agreement (the “Agreement”) is a legal agreement between You (either an individual person or a single legal entity, who will be referred to in this Agreement as “You”, “Your” or “Yourself”.) and AdReflex Corporation (“ADREFLEX”) for the online usage of ADREFLEX’s software, which includes all software components, services and web pages accessed via www.adreflex.com (collectively, the “Service”).
 
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU ARE CONFIRMING YOU ARE AT LEAST 18 YEARS OLD OR A MINOR WHOSE PARENT IS ALLOWING YOU TO USE THE SERVICE.  YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE SERVICE.  IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS.
 

1.0 Registration

 
You can start using the Service by completing the registration process at www.adreflex.com.  When you select a service level agreement you will be guided through the registration process.
 
ADREFLEX will provide You with use of the Service, including a browser interface and data transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be Your agreement to abide by this Agreement including any materials available on the ADREFLEX website incorporated by reference herein, including but not limited to ADREFLEX’s policies.
 

2.0 Privacy and Security Policies

 
ADREFLEX’s privacy policy may be viewed at http://www.adreflex.com and these may incorporate third party policies.  Further, you are required to comply, and you hereby agree to comply, with those third party policies in order to receive certain of the applicable Services as part of this Agreement. ADREFLEX reserves the right to modify its policies in its discretion from time to time. Note that because the Service is a hosted, online application, ADREFLEX occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service. If You become a paying customer of the Service, You agree that ADREFLEX can disclose the fact that You are a paying customer of the Service.

ADREFLEX’s policies shall include all policies of ADREFLEX’s service providers which identified at www.adreflex.com and are herein incorporated by reference.
 

3.0 License Grants & Restrictions

 
Subject to the terms and conditions of this Agreement, ADREFLEX hereby grants You a non-exclusive, revocable license to access and use the Service for Your own internal purposes only, to grant administrative access and use only to Your employees and consultants performing tasks for Your internal purposes, and to grant to Your customers the limited right to use the Service  for interacting with You or with each other using an appropriate set of policies, accounts and passwords, all in accordance with AdReflex Corporation’s posted terms of service.
 
You may not access the Service if You are a direct competitor of ADREFLEX, except with ADREFLEX’s prior written consent. In addition, You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
 

4.0 Your Responsibilities

4.1 You Will:

  1. not copy, transfer, display or use any web pages or source code of the Service except as expressly authorized in this Agreement;
  2. except as expressly set out in this Agreement, not use, disclose, sublicense, lease, rent, or transfer use of the Service, in whole or in part, to any third party, or provide the benefit of its use to any third parties via a service bureau, time sharing or, application service provider services;
  3. be solely responsible to provide or maintain any hardware or other software required for You to use the Service;
  4. have all necessary right, power and authority, or have obtained all necessary consents and rights in order to, to provide all of the information that You provide through the Service, and for all other purposes of this Agreement;
  5. ensure the confidentiality of Your information and be, at all times, solely responsible for all activities that occur with respect to the Service under Your account or password, and You will notify ADREFLEX immediately of any unauthorized use;
  6. be solely responsible for all information received, sent, saved, collected or distributed through the Service by You or in respect of Your account or password, however transmitted, (the "content"); and therefore You are entirely responsible for all content that is developed, derived, received, sent, saved, collected, distributed or otherwise made available through the Service.
  7. provide and maintain accurate, complete, and current information about Yourself in Your account profile.  ADREFLEX will have the right to close Your account and delete your data if said information is discovered not to be accurate.

 

4.2 You will not use the Service to send, save, collect, distribute or transmit any content that:

  1. is harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
  2. may manipulate identifiers in order to disguise the origin of any content transmitted through the Service or any associated software or hardware, or the source of any content;
  3. You do not have a right to make available under any law or under contractual or fiduciary relationships;
  4. download, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
  5. interfere with or disrupt the software, hardware, web site or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of ADREFLEX’s networks connected to the Service; or
  6. may violate or infringe any right of any third party.

You shall notify ADREFLEX of any known or suspected unauthorized uses of Your account, or any known or suspected breach of security, including without limitation, any loss, theft, or unauthorized disclosure of Your password.  You shall be responsible for maintaining the confidentiality of Your account, Your users’ and customers’ accounts, and of all passwords. Any use contrary to the terms of this Agreement, any fraudulent, abusive, or otherwise illegal activity by You or anyone using Your account related to the Service is grounds for temporary or permanent suspension or termination of Your Account and the use of the Service, or any part thereof.
 

5.0 Account Information and Data

 
Subject to Your compliance with all of the terms and conditions of this Agreement, ADREFLEX will allow You to access all data and materials, including without limitation, Your Confidential Information, (“Data”) promptly upon request.  ADREFLEX shall provide Data in an electronic format reasonably determined by ADREFLEX.  If You require access to the Data in any other format than as determined by ADREFLEX, You shall be responsible and pay for all reasonable costs associated with converting, providing or delivering access to the Data in the requested format. 
 
ADREFLEX does not have an obligation to keep or back up Your Data but may choose to do so without further consent.
 

6.0 IP ownership

 
All proprietary and intellectual property rights, title and interest including all patent rights, trademark rights, or copyright in and to the Service and related content made available through the Service and the documentation or any changes or modifications made to the Service or related documentation will be and remain that of ADREFLEX, or its licensors. You have, and obtain, no proprietary or intellectual property rights, title or interest in or to the Service or related documentation except as granted herein and You will not at any time whether before or after the termination of this Agreement contest or aid others in contesting, or doing anything which otherwise impairs the validity of any proprietary and intellectual property rights, title or interest of ADREFLEX in and to the Service or related documentation.

You will not obliterate, obscure, hide, alter or remove any proprietary or intellectual property notices from the Service. 
 

7.0 Customizations

 
Any customizations of the Service requested by You to integrate the Service with other software or hardware that You currently use may be performed by ADREFLEX pursuant to a separate agreement for professional services.  ADREFLEX will determine and advise You of the cost and amount of time ADREFLEX expects such customization to take, and ADREFLEX and You may mutually agree in writing to enter into a separate agreement and the timetable for the completion of such customization.
 

8.0 3rd Party Interactions

 
The Service permits You to link to other websites or resources on the Internet, and other websites or resources may contain links to ADREFLEX’s websites. These other websites are not under ADREFLEX’s control.
 
You acknowledge that ADREFLEX is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by ADREFLEX or any association with its operators. You further acknowledge and agree that ADREFLEX shall 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 content, goods or services available on or through any such website or resource.
 

9.0 Support

 
ADREFLEX will use commercially reasonable efforts to ensure the availability of the Service, and all components that are the property of ADREFLEX, but is not responsible for any mistakes, errors or improper use of the Service by You, or any of Your users or customers, or any set up by You.
 
ADREFLEX support and service levels are in accordance with and subject to limitations established by ADREFLEX’s third party service providers which are identified at www.adreflex.com and are hereby incorporated by reference in to this Agreement.  In no event shall ADREFLEX be responsible or liable for any obligation or commitment to provide support or services in excess of the applicable third party service providers identified in the foregoing sentences.
 
ADREFLEX will use commercially reasonable efforts to provide support and assistance to You by email and phone but does not guarantee or promise any specific response time or that any problem will be fixed within a specific time period or at all.  ADREFLEX may be contacted by email at support@adreflex.com and by phone at 604-818-5307.
 
 

10.0 Charges and Payments of Fees

 
ADREFLEX charges a subscription fee ("Fees") for the use of the Service. ADREFLEX expressly reserves the right to change the Fees at any time, upon notice to You. By registering for a ADREFLEX account, You agree to pay ADREFLEX the Fees for the Service applicable to the account level chosen. The Fees for the Service do not include any payment for telecommunications and computer hardware, software, telecommunications access charges, lines or connections or other equipment and services required to access and use the Service. All Fees, Taxes (as defined herein) and other charges will be billed to Your credit card at the current international currency conversion rate into US dollars. You are responsible for and shall pay ADREFLEX all currency conversion charges, sales, use, value-added, personal property or other tax, duty or levy of any kind, including interest and penalties thereon (collectively, "Taxes") for the use of the Service or resulting from this Agreement, whether imposed now or hereinafter by any governmental entity. You agree to promptly pay ADREFLEX in the event of any refusal of Your credit card issuer to pay any amount to ADREFLEX for any reason. You agree to pay interest at the rate of 18% per annum on any outstanding balance, together with costs of collection, including attorney's fees and costs. In the event You fail to pay any amount when due, ADREFLEX may immediately suspend or terminate this Agreement and Your access to the Service.
 

10.1 Excessive Use of Services

 
ADREFLEX may impose an additional charge or a restriction of any services at any time, including, but not limited to, if Your use of the Service imposes a considerable effect on ADREFLEX’s (or any of its third party providers’) resources or system performance.  ADREFLEX shall have sole discretion as to what constitutes excessive use and what activity is considered excessive or has a “considerable effect”.   ADREFLEX is responsible for monitoring such excessive use for the account as a whole, and has no responsibility to identify Your individual end-user, employee, or other agent who may or may not be responsible for the excessive use of services.
 

 11.0 Billing and Renewal

 
You must create an account in order to purchase any product or service or to use access to print Your orders, view your past purchases, modify your preferences, and to ensure permissible use of the Adreflex.com site or related sites or services.
 
ADREFLEX charges and collects in advance for use of the Service. ADREFLEX will automatically bill Your credit card each month unless otherwise mutually agreed upon. The renewal charge will be equal to the then-current license fee in effect during the prior term, unless ADREFLEX has given You at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. ADREFLEX’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, excluding only corporate taxes based solely on ADREFLEX’s income.

You agree to provide ADREFLEX with complete and accurate billing and contact information. This information includes Your legal name, street address, e-mail address, and name and telephone number of an authorized billing contact. You agree to update this information within 30 days of any change to it. If the contact information You have provided is false or fraudulent, ADREFLEX reserves the right to terminate Your access to the Service in addition to any other legal remedies.
                   
If You believe Your bill is incorrect, You must contact us in writing within 30 days of the receipt or invoice date of the receipt or invoice containing the amount in question.  At ADREFLEX’s discretion, it may issue an adjustment or credit in any amount proven to be incorrect.
 
ADREFLEX reserves the right, at any time, to reject, correct, cancel or terminate any order for any reason whatsoever. If the price of any service or product You order was incorrectly displayed on Adreflex.com or any related site, ADREFLEX will provide You with an opportunity to place an order at the correct price.
 
ADREFLEX strives to prevent errors. How ADREFLEX fixes errors depends on the error. If ADREFLEX finds that a description is incorrect, for example, ADREFLEX will correct it. In general, You should know that prices and availability are subject to change without notice. Errors will be corrected where discovered. ADREFLEX reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions, including after an order has been submitted, whether or not the order has been confirmed and Your credit card charged. If Your credit card has already been charged for the purchase and Your order is cancelled, ADREFLEX will issue a credit to Your credit card account in the amount of the charge. Individual bank policies will dictate when this amount is credited to Your account. While ADREFLEX takes steps to ensure the accuracy and completeness of product and third-party services information provided, please refer to the originator of the information (e.g., the third party service provider or manufacturer) for complete product details.
 
 
 
 

12.0 Term and Cancellation

 
Membership to ADREFLEX’s services is available on a month-to-month or annual basis, with automatic renewal for one month periods.
 
Either You or ADREFLEX may terminate Your right to use the Service at any time, with or without cause, upon notice. ADREFLEX also reserves the right to terminate or suspend (partially or completely) Your access and use of the Service without prior notice, but ADREFLEX will confirm such termination or suspension by subsequent notice.
 
You are responsible for all associated renewal fees relating to Your ADREFLEX account until You elect to cancel Your subscription to ADREFLEX through Your ADREFLEX account.
 
PLEASE NOTE: In the event You wish to cancel Your subscription You must initiate the cancellation process through email to support@adreflex.com. Cancellations are not retroactive.  Therefore if You cancel after one calendar month has begun, You will not be entitled to a refund for that calendar month. Cancellations do not become effective until the starting date of the next calendar month. A calendar month begins on the 1st day of the month and concludes on the last day of the calendar month.
 

13.0 Non-payment and Suspension

 
In addition to any other rights granted to ADREFLEX herein, ADREFLEX reserves the right to reduce, suspend or terminate this Agreement and Your access to the Service if Your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 18% per annum on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for the Service during any period of suspension. If You or ADREFLEX initiates termination of this Agreement, You will be obligated to pay the balance due on Your account computed in accordance with the Charges and Payment of Fees section above. You agree that ADREFLEX may charge such unpaid fees to Your credit card or otherwise bill You for such unpaid fees. ADREFLEX reserves the right to impose a reconnection fee in the event You are suspended and thereafter request access to the Service. You agree and acknowledge that ADREFLEX has no obligation to retain Your Data and that such Data may be irretrievably deleted if Your account is 30 days or more delinquent.
 

14.0 Termination for Cause

 
Any failure by You to comply with any term of this Agreement, breach of Your payment obligations or unauthorized use of the Service will be deemed a material breach of this Agreement. ADREFLEX, in its sole discretion, may terminate Your password, account or use of the Service if You breach or otherwise fail to comply with this Agreement. In addition, ADREFLEX may terminate a free account at any time in its sole discretion. You agree and acknowledge that ADREFLEX has no obligation to retain Your Data, and may delete such customer data, if You have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
 

15.0 Representations and Warranties

EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OR ANY KIND  MADE BY ADREFLEX WHATSOEVER, EITHER EXPRESS OR IMPLIED BY LAW (in contract or tort) OR CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, FITNESS FOR PURPOSE, CORRESPONDENCE TO SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY.  WITHOUT LIMITING THE FOREGOING, ADREFLEX DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SERVICE WILL BE FREE FROM INTERRUPTION OR ERRORS OR THAT FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ADREFLEX DOES NOT GUARANTEE OR WARRANT THE USE, ACCURACY, INTEGRITY OR QUALITY OF ANY CONTENT DERIVED FROM THE USE OF THE SERVICE.

ADREFLEX WILL HAVE NO OBLIGATION TO REPAIR OR REPLACE THE SERVICE or any part thereof DAMAGED BY ACCIDENT OR OTHER EXTERNAL CAUSE, OR THROUGH THE ACT OR OMISSION OF ANY PARTY OTHER THAN ADREFLEX, OR ANY MATTER CAUSED BY THE COMBINATION OF THE service WITH ANY SOFTWARE OR HARDWARE OF ANY PERSON OTHER THAN ADREFLEX.
IN NO EVENT WILL ADREFLEX BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR INDIRECT DAMAGES OR LOSSES (in contract or tort) IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST SAVINGS, LOST BUSINESS, LOST REVENUE, LOST CUSTOMERS OR GOODWILL, OR INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, EVEN IF CAUSED BY ADREFLEX’s NEGLIGENCE AND EVEN IF ADREFLEX HAS KNOWLEDGE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.

IF FOR ANY REASON, ADREFLEX BECOMES LIABLE TO YOU OR ANY OTHER PARTY FOR DIRECT OR ANY OTHER DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (in contract or tort), INCURRED IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, THEN THE AGGREGATE LIABILITY OF ADREFLEX FOR ALL DAMAGES, INJURY, AND LIABILITY INCURRED BY YOU AND ALL OTHER PARTIES IN CONNECTION WITH THE SERVICE, WILL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES ACTUALLY RECEIVED BY ADREFLEX UNDER THIS AGREEMENT FROM YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE.  YOU MAY NOT BRING ANY ACTION, CLAIM OR PROCEEDING UNDER THIS AGREEMENT SIX (6) MONTHS AFTER THE DATE THE CAUSE OF ACTION, CLAIM OR PROCEEDING FIRST AROSE.

IN NO EVENT IS OR WILL ADREFLEX BE RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY SERVICES, SOFTWARE OR HARDWARE THAT INTERACTS WITH, OPERATES ON, RUNS, CONNECTS WITH OR TO, OR OTHERWISE RELATES TO THE SERVICE.
 
You represent and warrant that You have not falsely identified Yourself nor provided any false information to gain access to the Service and that Your billing information is correct.
 
ADREFLEX will use commercially reasonable efforts to maintain the availability of the Services.  The Services will be unavailable from time to time for regularly scheduled and other maintenance and updates.  However, ADREFLEX specifically denies any responsibility or liability for any loss, damages or claim arising out of, or related to, any unavailability at any time of the Service (or part thereof).   ADREFLEX does not represent, warranty or guarantee any speed or availability of any Service (or part thereof) AND HEREBY EXPRSSLY DISCLAIMS all of the foregoing. 
 

16.0 Third Party Service, Software and Hardware Providers

 
ADREFLEX’s SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS AND OTHER THIRD PARTY HARDWARE, SOFTWARE AND SERVICE PROVIDERS. ADREFLEX IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
 

17.0 Confidential Information

 
ADREFLEX and You each agree not to use any Confidential Information disclosed to or received by the other party for its own use or for any purpose other than to fulfill their respective obligations related to this Agreement.

Each party will ensure that the Confidential Information of the other party is disclosed only to the extent required for fulfilling their respective obligations hereunder and only to (i) those of its directors, officers, employees consultants or agents who need to have the information in order to perform their obligations in relation to this Agreement, and (ii) who have executed written agreements obligating them to protect the Confidential Information of the disclosing party in a manner materially similar to the terms of this Agreement.

Each party agrees that it will exercise commercially reasonable and diligent efforts to protect the secrecy of, and avoid the disclosure or unauthorized use of the Confidential Information of the disclosing party.  Each party agrees to notify the other party in writing as soon as may be reasonably practicable of any actual or suspected misuse, misappropriation or unauthorized disclosure of the Confidential Information of the disclosing party which may come to the receiving party’s attention.

You acknowledge and agree that the Confidential Information is of such unique proprietary nature that ADREFLEX would suffer irreparable harm that could not be compensated in damages in the event of any breach of Your obligations.  Accordingly, in the event of any breach or threatened breach of such obligations by You, ADREFLEX will have, in addition to any other right or remedy available to ADREFLEX, the right to obtain from a court of competent jurisdiction, an order enjoining any such breach or threatened breach, including an interlocutory injunction.

“Confidential Information” means any information which is designated in writing or orally by the disclosing party at or before the time of disclosure to be confidential, or that, given the nature of the information or the circumstances surrounding its disclosure, should reasonably be considered to be confidential, but does not include information which the receiving party can prove to a reasonable certainty as demonstrated by written evidence in existence at the time of disclosure:

  • is or became publicly available without breach of this Agreement,
  • was known to the receiving party, at the time of disclosure,
  • was independently developed by the receiving party without any use of any of the Confidential Information of the disclosing party and by employee’s of the receiving party who have not had access to the Confidential Information,
  • becomes known to the receiving party, without restriction as to confidentiality, from a source other than the disclosing party without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party’s rights, or
  • is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided however, that the receiving party will provide prompt notice of such order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure.

 

18.0 Notice

 
ADREFLEX may deliver notice to You under this Agreement by means of electronic mail, a general notice on www.adreflex.com, or by written communication delivered by first class mail to Your address on record in ADREFLEX’s account information. You may give notice to ADREFLEX at any time via electronic mail to the following address:  ATTN: Member Service at support@adreflex.com
 

19.0 Modifications of Terms

 
ADREFLEX reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute Your agreement to such changes.
 

20.0 Assignment; Change in Control

 
This Agreement or any rights or obligations under this Agreement may not be assigned by You without the prior written approval of ADREFLEX.  Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of You that results or would result in a direct competitor of ADREFLEX directly or indirectly owning or controlling 50% or more of You shall entitle ADREFLEX to terminate this Agreement for cause immediately upon written notice.
 

21.0 Email Services

 
If You choose to use the Team Engine email service as part of Your service you will be provided shared email hosting services subject to all terms and conditions of this Agreement, and any applicable terms and conditions required by the third party service provider or licensor of the shared email hosting services (which are set out at www.hostek.com).  The Team Engine’s email hosting service provides a shared email server using a third party email hosting service provider who maintains the mail server infrastructure and email software that includes web-based mail accounts (email accounts are accessible through a web browser) and POP email for sending and receiving email from a desktop email client. You will share server space with other domains and not have an exclusive right or reservation of the resources and or disk space on any server, computer, network or system through which the email services is provided.
 

21.1 Limitations of Email Service.

ADREFLEX is not responsible for training You or Your employees on the use of any service, including, but not limited to, the Team Engine email service. ADREFLEX is not responsible for troubleshooting email problems not directly caused by the equipment, facilities, software or servers owned by ADREFLEX or its suppliers on which the shared email hosting services are directly provided, and for which ADREFLEX is responsible at law. 

ADREFLEX is not responsible for maintaining and renewing Your domain name records or other DNS-related functions. 
ADREFLEX is not responsible for Your domain being listed on any third-party blacklist or suppression list.
ADREFLEX is not responsible for troubleshooting or correcting any problem with You being able to send or receive email to or from a third party due to blacklists, suppression lists, third party software or firewalls, network security settings or any other factor not directly under ADREFLEX’s control, and for which ADREFLEX is responsible at law.
 

21.2 Shared Email Hosting Services Disclaimer.


ADREFLEX is not responsible for the actions, behaviour or conduct of other Customers using the shared email hosting services server or any other resource that You may use, or for the acts or omissions of any third party, including but not limited to, any third party service provider of ADREFLEX.  ADREFLEX may review Customer activity at its discretion to determine compliance with the term and conditions of this Agreement. 
 

21.3 Antivirus, Trojan, and Malicious Code Disclaimer.

 
Due to the nature of virus, trojan, and other malicious code dangers, ADREFLEX makes no warranty that ADREFLEX or its third party service providers will detect, delete, or otherwise protect Customer from any virus, trojan, other malicious code dangers or any hacking or attack on servers, email, computers, systems or networks.  Customer is responsible for implementing their own internal policies and procedures for opening potentially dangerous attachments, and is encouraged to install antivirus software on all access points or computers using ADREFLEX shared email hosting services.   Infected email messages will be handled per ADREFLEX’s service providers’ policy and preferences.
 
 

22.0    Your Ecommerce Activity

 
You are solely responsible for all aspects of online activities, including the operation of any store or e-business conducted through the use of the Services or the Adreflex websites.
 
Without limiting or changing any of Section 15 above, You, ALONE, are responsible for ensuring the accuracy of all information and materials produced, generated, received, stored or otherwise used (whether created by the Service or not) by You in relation to your electronic commerce and other activities which utilize the Service, including, but not limited to, ensuring the accuracy of
 
(i)            statements and material related to products or services that You offer or sell
 
(ii)           the accounting or billing related to products or services that You offer or sell;
 
(iii)          calculation and application of shipping and sales tax related to products or services that You offer or sell;
 
(iv)          processing of orders, inquiries and complaints related to products or services that You offer or sell; and
 
(v)           maintaining the confidentiality of personal information collected or used by You.
 
 
For clarity, ADREFLEX is not responsible or liable for, and does not provide any, payment processing as part of the Service.
 
You hereby agree that before You finalize any transaction with any of Your customers or third party, You (and not ADREFLEX) are solely responsible to ensure that all amounts and information is accurate and correct. 
 

23.0    General

 
This is the complete and exclusive statement of the Agreement between the parties with respect to the subject matter contained herein and supersedes and replaces all prior representations, proposals, understandings and all other agreements, oral or written, express or implied, between the parties relating to the matters contained herein.  This Agreement may not be modified or altered except by written instrument duly executed by both parties.

Dates or times by which either party is required to perform under this Agreement excepting the payment of any fees or charges due hereunder will be postponed automatically to the extent that any party is prevented from meeting them by causes beyond its reasonable control.

All notices and requests in connection with this Agreement will be given or made upon the respective parties in writing and will be limited to email notice only.

Compliance with applicable statutes, laws, regulations or codes is Your responsibility.   You hereby agree to comply with all applicable laws in your use of the Services or any ADREFLEX website. 

This Agreement and performance hereunder will be governed by the laws of British Columbia excluding the application of its conflict of laws principles.  The parties hereby agree to irrevocably attorn to the exclusive jurisdiction of the Province of British Columbia for any claim, action or proceeding arising out of or related to this Agreement, except that ADREFLEX may bring any action, claim or proceeding for injunctive relief in any jurisdiction.

If any provision of this Agreement will be held to be invalid, illegal or unenforceable under any applicable statute or rule of law, the validity, legality and enforceability of the remaining provisions will in no way be affected or impaired thereby.
The waiver or failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further right hereunder.

The Parties acknowledge that each is an independent contractor and nothing herein constitutes a joint venture or partnership and neither Party has the right to bind nor act for the other as agent or in any other capacity; and that nothing in this Agreement shall prevent ADREFLEX from providing the Service or similar services to any person during the term of this Agreement or afterwards, and that ADREFLEX shall be entitled to use the knowledge learned or acquired in the performance of its obligations under this Agreement without restriction (subject to ADREFLEX’s obligations of confidentiality in this Agreement).

All covenants, representatives, warranties and agreements of the parties contained herein will be binding upon and will enure to the benefit of the Parties and their respective successors, permitted assigns, legal representatives, heirs and trustees.

You acknowledge that irreparable harm will result to ADREFLEX if You breach Your obligations under this Agreement and You acknowledge and agree that such a breach would not be properly compensable by an award of damages.  Accordingly, You agree that ADREFLEX shall be entitled to, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach at the earliest possible date.
 

24.0 Questions or Additional Comments

 
 
If You have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to support@adreflex.com.
 

 

License Version:  AdReflex_Corp-SaaS_Subscription_Agreement - 2010-12 - DM_VAN285312-000017699189.5
 


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