These Commercial Terms (“Commercial Terms”) are applicable to the Windshieldink website, all related affiliates, sub-domains and sub-directories and Windshieldink Corp. (hereinafter referred to as “Windshieldink”).
BY ACCESSING THIS WEBSITE AND/OR USING THE WINDSHIELDINK SERVICES (AS HEREINAFTER DEFINED) YOU ACCEPT ALL OF THE TERMS AND CONDITIONS HEREINAFTER SET FORTH AND AGREE TO COMPLY WITH SAME. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST IMMEDIATELY CEASE USING AND ACCESSING THE SERVICES. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF THAT ENTITY.
These Commercial Terms are an Agreement solely between you (either an individual or an entity) and Windshieldink Corp. (on behalf of itself and its worldwide affiliates) (collectively, “Windshieldink”) and govern your use of Windshieldink’s Commercial Services and online services (collectively, “Commercial Services”).
In addition to these Commercial Terms, the WINDSHIELDINK Terms of Service (“Terms of Service”), apply to your use of the WINDSHIELDINK service, including any Commercial Services. To the extent a conflict exists between these Commercial Terms and the Terms of Service, these Commercial Terms prevail only to the extent of the conflict.
A1 – Right to Limit or Block Usage: Windshieldink reserves the right to limit or prohibit your ability to use the Commercial Services at any time and without notice. For example, in order to prevent fraud or financial loss to you or us, we may limit your ability to make a purchase, or suspend or deactivate your Windshieldink account.
A2 – Modifying, Suspending or Discontinuing Services: Windshieldink may modify, suspend, discontinue, or impose limits on the Commercial Services, or any parts or single feature thereof, at any time without notice.
A3 – Your Subscription: Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited right to access, use and display the Website and the material provided thereon. You agree not to assign, transfer or sublicense your rights as a subscriber. You agree to be financially responsible for your subscription.
Windshieldink reserves the right to cancel or terminate your use of and access to the Commercial Services and/or the Website (or any part thereof) without prior notice, including if you do not comply with this Agreement at any time. In our sole discretion and without prior notice or liability, we may discontinue or modify any aspect of the Services or the Website, including, but not limited to, (i) restricting the time the Services and/or the Website are available, (ii) restricting the amount of use and/or access permitted, and (iii) restricting or terminating anyone's right to use and/or access the Services and/or the Website. Further, you agree that we shall not be liable to you or any third party for any termination or cancellation of your access to or use of the Services and/or the Website, except for a refund of any prepaid fees or charges in accordance with Section A6 of this Agreement.
A4 – Charges and Fees: As a subscriber, you are charged a monthly subscriber fee. You agree to pay, using a valid credit card (or other form of payment which we may accept from time to time), such fees, applicable taxes, and other charges and fees incurred in order to use or access your subscription. We reserve the right to increase fees, or to institute new fees at any time, upon advance notice communicated to you through a posting on the Website or such other means as we may deem appropriate (including email or conventional mail). In addition to the fees we charge you, you are responsible for all charges and fees associated with signing up for and using your subscription, including without limitation all telephone access lines (including long-distance charges, when applicable), internet service provider fees, telephone and computer equipment, sales taxes and any other fees and charge necessary to access or use the Services and/or the Website.
After your payment for your initial annual billing period, there will be automatic monthly renewal charges the same as the prior period's charge unless we notify you at the time of renewal or prior to the beginning of the renewal period or if you make changes to your account subscription.
When subscription changes are made between renewal periods, the new charge will take affect at that time. No refund will be provided for a reduction in service in that month. If an increase in service is requested, the cost differential for a full renewal period will be applied and will not be pro-rated according to time remaining in the renewal. The automatic charges in the next renewal period will reflect the subscription changes.
You agree to provide us with true, accurate and complete information as required by the sign-up process ("Subscription Data"), including your legal name, address, telephone number, email address. You agree to maintain and promptly update the Subscription Data and any other information you provide to us. Without limiting any other provision of this Agreement, if you provide any information that is untrue, inaccurate, or incomplete, or we have reasonable grounds to suspect that such is the case, we reserve the right to suspend or terminate your subscription, and if applicable, your user account, and refuse any and all current or future use and/or access by you of the Services or the Website (or any portion thereof).
A5 – Cancellation of Subscription: You can cancel your subscription anytime by contacting Customer Service at [email protected] We will attempt to process all cancellation requests promptly, provided that you send your request via reasonable communication methods.
A6 – Refunds: Our monthly subscriber fees are non-refundable except as set forth below:
(1) If you are canceling your subscription within 5 days (or such other period as required by law) of your initial purchase, we will refund the full amount of such initial subscriber fee purchase only.
B. DISCLAIMER OF WARRANTIES; LIABILITY LIMITATIONS
B1 – DISCLAIMERS. WINDSHIELDINK’S SERVICES AND THE COMMERCIAL SERVICES ARE PROVIDED SOLELY “AS IS”, “AS AVAILABLE” WITH ALL FAULTS, AND YOUR USE OF THE COMMERCIAL SERVICES IS AT YOUR SOLE RISK. WINDSHIELDINK CORP., AND ITS RELATED COMPANIES AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS AND LICENSORS (COLLECTIVELY, THE “WINDSHIELDINK ENTITIES”), DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH COMMERCIAL SERVICES OR THESE COMMERCIAL TERMS. NEITHER WINDSHIELDINK NOR ANY WINDSHIELDINK ENTITIES WARRANT THAT ITS SERVICES OR THE USE OF THE COMMERCIAL SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THESE COMMERCIAL TERMS (UNLESS SUCH LAW PROVIDES OTHERWISE).
B2 – LIMITATION OF LIABILITY. IN NO EVENT WILL WINDSHIELDINK CORP. OR ANY OF THE WINDSHIELDINK ENTITIES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; ANY LOSS OF USE, BUSINESS, PROFITS OR GOODWILL; OR FOR INTERRUPTION OR LOSS OR CORRUPTION OF DATA OR NETWORKS ARISING OUT OF OR IN CONNECTION WITH THE COMMERCIAL SERVICES OR THESE COMMERCIAL TERMS.
i. NOTWITHSTANDING THE ABOVE, WINDSHIELDINK CORP AND THE WINDSHIELDINK ENTITIES’ AGGREGATE LIABILITY ARISING FROM THE COMMERCIAL SERVICES AND THESE COMMERCIAL TERMS WILL NOT EXCEED $10 Canadian dollars.
ii. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ANY AND ALL CLAIMS, REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
C. ADDITIONAL TERMS
C1 – Entire Agreement: These Commercial Terms constitute the entire agreement among the parties with respect to the Commercial Services and supersede and merge all prior proposals, understandings and contemporaneous communications.
C2 – Modification: Any modification to these Commercial Terms must be in a writing duly authorized by Windshieldink.
C3 -Assignment: You may not assign any of the rights or obligations granted hereunder, whether voluntarily or by operation of law, contract, merger (whether you are the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, except with the express written consent of Windshieldink, and any attempted assignment is void.
C4 – No Partnership, Agency, Joint Venture: These Commercial Terms do not create or imply any partnership, agency or joint venture
C5 – Choice of Law, Jurisdiction and Venue: These Commercial Terms will be governed by and construed in accordance with the laws of the Province of Ontario, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to these Commercial Terms will be brought exclusively in the federal or state courts of Ontario Canada, and you consent to personal jurisdiction in those courts.
C6 – Injunctive Relief: You agree that money damages would be an inadequate remedy for Windshieldink in the event of a breach or threatened breach of the provisions in these Commercial Terms protecting Windshieldink’s intellectual property, and that in the event of such a breach or threat, Windshieldink, in addition to any other remedies to which it is entitled, is entitled to such preliminary or injunctive relief (including an order prohibiting you from taking actions in breach of such provisions) and specific performance as may be appropriate to preserve all of Windshieldink’s rights.
C7 – No Waiver: No waiver by Windshieldink of any covenant or right under these Commercial Terms will be effective unless memorialized in a writing duly authorized by Windshieldink.
C8 – Full Force and Effect: If any part of these Commercial Terms are determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of these Commercial Terms will remain in full force and effect.
C9 – Amendments: Windshieldink may update these Commercial Terms at any time without notice as it deems necessary to the full extent permitted by law. The Commercial Terms in place at the time you use the Commercial Services will govern the transaction.
The foregoing terms are effective as of August 15, 2016.