This Agreement governs the terms by which members and clients of Ready to Go Newsletters obtain the right to ready-made newsletters through the website located at www.readybusinessnewsletters.com (the “Site”).
1. ACCEPTANCE OF TERMS
Welcome to Ready to Go Newsletters. Ready to Go Newsletters provides its service to you, subject to the following Terms and Conditions, which may be updated by us from time to time without notice to you. You shall also be subject to any posted guidelines or rules applicable to such services which may be posted from time to time. In addition, Ready to Go Newsletters also may offer other services from time to time that are governed by different Terms and Conditions. By accessing this web site and using the services of Ready to Go Newsletters, you are agreeing to be bound by these web site Terms and Conditions, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, do not use this site or our services.
2. DESCRIPTION OF SERVICE and BACKGROUND
Ready to Go Newsletters currently provides users with access to a rich collection of on-line resources, including, various communications tools, online forums, and branded programming through its network of properties (the “Service”). Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Ready to Go Newsletters properties, shall be subject to this Agreement. You understand and agree that the Service is provided “AS-IS” and that Ready to Go Newsletters assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
3. LICENSE TERMS
We hereby grant to you a perpetual, non-exclusive, non-transferable license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Ready to Go Newsletters or the supplier of the Content, as the case may be.
4. PERMITTED LICENSE USES
(a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below).
(b) Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your printers for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide.
(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
1. advertising and promotional projects, including printed materials;
2. on–line or electronic publications, including web pages and emails;
3. other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
4. any other uses approved in writing by Ready to Go Newsletters.
If there is any doubt that a proposed use is a Permitted Use, you should contact Ready to Go Newsletters for further guidance.
5. TERMINATION
You agree that Ready to Go Newsletters, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if Ready to Go Newsletters believes that you have violated or acted inconsistently this Agreement. Ready to Go Newsletters may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Ready to Go Newsletters may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Ready to Go Newsletters shall not be liable to you or any third-party for any termination of your access to the Service.
6. MEMBER CONDUCT
You understand that all information, notes, written materials, text, software, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, may be the sole responsibility of the person from which such Content originated. This means that you, and not Ready to Go Newsletters, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Service. Ready to Go Newsletters does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Ready to Go Newsletters be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service. You agree to not use the Service to:
a. upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; b. harm minors in any way; c. impersonate any person or entity, including, but not limited to, a Ready to Go Newsletters official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service; e. upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); f. upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party; g. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose; h. upload, post, email or otherwise transmit 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 or telecommunications equipment; i. disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges; j. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; k. intentionally or unintentionally violate any applicable U.S or Canadian local, state/provincial or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, the Toronto Stock Exchange, the Canadian Venture Exchange, the Montreal Stock Exchange or the NASDAQ, and any regulations having the force of law; l. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement.
You acknowledge that Ready to Go Newsletters does not pre-screen Content, but that Ready to Go Newsletters and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move any Content that is available via the Service. Without limiting the foregoing, Ready to Go Newsletters and its designees shall have the right to remove any Content that violates this Agreement or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Ready to Go Newsletters or submitted to Ready to Go Newsletters, including without limitation information in Ready to Go Newsletters! Message Boards, Ready to Go Newsletters! Clubs, and in all other parts of the Service. You acknowledge and agree that Ready to Go Newsletters may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Ready to Go Newsletters, its users and the public. You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
7. NO RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
8. LIMITED REPRESENTATIONS and WARRANTIES
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE MATERIALS ON THIS WEBSITE ARE PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED AND READY TO GO NEWSLETTERS DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. READY TO GO NEWSLETTERS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. READY TO GO NEWSLETTERS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT READY TO GO NEWSLETTERS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. THE INFORMATION AND DESCRIPTIONS CONTAINED HEREIN ARE NOT NECESSARILY INTENDED TO BE COMPLETE DESCRIPTIONS OF ALL TERMS, EXCLUSIONS AND CONDITIONS APPLICABLE TO THE PRODUCTS AND SERVICES, BUT ARE PROVIDED SOLELY FOR GENERAL INFORMATIONAL PURPOSES;
9. LIMITATION OF WARRANTIES and LIABILITY
(a) Ready to Go Newsletters’ entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:
1. If you are unable to download the Content, Ready to Go Newsletters may refund any fee actually paid by you for such Content, provided Ready to Go Newsletters determines in its sole and absolute discretion that you have been unable to download such Content successfully..
(b) IN NO EVENT SHALL READY TO GO NEWSLETTERS OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF READY TO GO NEWSLETTERS UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ANY FEES ACTUALLY PAID BY YOU TO READY TO GO NEWSLETTERS UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.
10. INDEMNIFICATION
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS READY TO GO NEWSLETTERS FROM AND AGAINST ANY LOSSES, DAMAGES, CLAIMS, ACTIONS OR DEMANDS OF ANY RIGHT OF ANY PERSON OR ENTITY, INCLUDING PERSONAL INJURY AND DEATH (AND INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES AND EXPENSES), REGARDLESS OF WHETHER THEY ARISE OUT OF OR ARE ATTRIBUTABLE TO ANY ACT OR OMISSION, NEGLIGENT OR OTHERWISE, OF READY TO GO NEWSLETTERS ARISING OUT OF OR IN CONNECTION WITH (i) YOUR USE OF THE SITE, OR ANY CONTRACTS ENTERED INTO OR SERVICES OR PRODUCTS OFFERED, SOLD OR PURCHASED AS A RESULT OF ANY CONTACT INITIATED ON OR THROUGH THE SITE, OR (ii) YOUR BREACH OF THESE SITE TERMS AND CONDITIONS OF USE. THIS INDEMNIFICATION PROVISION SHALL APPLY TO THIRD-PARTY CLAIMS AS WELL AS CLAIMS BETWEEN THE PARTIES TO THESE TERMS AND CONDITIONS OF USE.
11. LINKS
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Ready to Go Newsletters has no control over such sites and resources, you acknowledge and agree that Ready to Go Newsletters is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Ready to Go Newsletters 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 use of or reliance on any such Content, goods or services available on or through any such site or resource.
12. GENERAL PROVISIONS
(a) Ready to Go Newsletters’ failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
(b) This Agreement is personal to you and is not assignable by you without Ready to Go Newsletters’ prior written consent. Ready to Go Newsletters may assign this Agreement without your consent to any other party.
(c) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
(d) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
(e) This Agreement will be governed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.
(f) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Toronto, Ontario, and shall be conducted in the English language.
(g) The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demand que cette convention ainsi que tous les documents qui s’y rattachent soient en anglais.
h) Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
13. ACKNOWLEDGEMENT
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF READY TO GO NEWSLETTERS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND READY TO GO NEWSLETTERS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND READY TO GO NEWSLETTERS RELATING TO THE SUBJECT OF THIS AGREEMENT.
14. CONTACT
If you have concerns relating to this Agreement, please contact Ready to Go Newsletters [email protected].