UPDATED ON February 21, 2020
If you agree to be bound by the terms of this Agreement, you should check the box indicating your agreement to the terms of this Agreement on the registration page for the Service. If you do not agree to be bound by the terms of this Agreement, you should not check the box but you will not be able to proceed with the registration process for the respective Service and become a subscriber. To the extent you have access to, or are using, a Service without having completed our registration process, you are hereby notified that your continued use of a Service is subject to many of the terms and conditions of this Agreement as explained in Section 7 below.
3. Fees and Payments. You must be 18 years of age or older to purchase a subscription to the Services or any other content, product, or service offered by us through the Services. If you are less than 18 years of age and want to make any such purchase, please ask your parent or guardian to complete the purchase on your behalf. You agree to pay the subscription fees and any other charges incurred in connection with your account for a Service (including any applicable taxes) at the rates in effect when the charges were incurred. If your subscription includes access to areas containing premium content or services, your access to such areas may be subject to additional fees, terms and conditions, which will be separately disclosed in such areas. Unless you have paid by check, we will bill all charges automatically to your credit card. Subscription fees will be billed annually in advance at the beginning of your subscription or any renewal. Generally, all fees and charges are non-refundable. We reserve the right to issue refunds or credits at our sole discretion. If we do issue a refund or credit, we are under no obligation to issue the same or similar refund in the future. We may change the fees and charges then in effect, or add new fees or charges, by giving you notice in advance and an opportunity to cancel. If you want to use a different credit card or you need to update your credit card details, please log in to your Customer Account to make changes. If you believe someone has accessed a Service using your user name and password without your authorization, please immediately notify us by telephone and email. You are responsible for any fees or charges incurred to access a Service through an Internet access provider or other Third Party service.
4. Term; Cancellation and Renewal. This Agreement shall remain in full force and effect while you use the Services. Unless you have paid by check, your subscription will renew automatically until it is cancelled in accordance with this Section. For annual subscriptions, we will notify you of the pending renewal of your subscription at least 30 days prior to the date your subscription renews, except as otherwise required by law. For trial subscriptions (when available), you must cancel your trial subscription before it expires in order to avoid billing of the annual subscription.
5.1 If you access a Service through a mobile application or other type of third party platform, the applicable End User License Agreement for the mobile service through which you downloaded the mobile application may apply in addition to the terms of this Agreement and you agree that you are subject to such application or platform's terms in addition to this Agreement.
6.1 Other Subscribers and Users. If your access to a Service is provided by, or through a Third Party (as defined in Section 2 above), or if you purchased your subscription to the Service through a retailer rather than from us directly, some or all of the "Fees and Payments" and "Cancellation and Renewal" terms may not apply to you. Please contact the Third Party, retailer or our Customer Service department for details. If you access a Service without paying or registering (e.g., as part of a free trial), you are hereby notified that all of the terms and conditions of this Subscriber Agreement, except the sections labeled "Fees and Payments" and "Cancellation and Renewal," apply to your use and access of the Service.
7.1 Only one individual may access a Service at the same time using the same user name or password, unless we agree otherwise.
7.2 The text, graphics, images, video, artwork, metadata and other data, design, organization, compilation, look and feel, advertising and all other protectable intellectual property, including but not limited to any copyrights, trademarks, service marks, trade names, trade dress, patent rights, or database rights (the "Content") available through the Services are our property or the property of our advertisers and licensors and are protected by copyright and other intellectual property laws. Unless you have our written consent, you may not use, sell, publish, distribute, retransmit or otherwise provide access to the Content received through the Services to anyone, including without limitation, your fellow employees, with the following exceptions:While you may download, store and create an archive of articles from the Service for your personal use, you may not otherwise provide access to such an archive to any third party. The foregoing does not apply to any sharing functionality
7.2.1 You may occasionally distribute a copy of an article, or a portion of an article, from a Service in non-electronic form to a few individuals without charge, provided you include all copyright and other proprietary rights notices in the same form in which the notices appear in the Service, original source attribution, and the phrase "Used with permission from Mercer-MacKay Solutions Inc.” Please contact us if you need to distribute an article from a Service to a larger number of individuals, on a regular basis or in any other manner not expressly permitted by this Agreement.
7.2.2 You may occasionally use our "Email This" service (if specified in an article) to email an article from a Service to a few individuals, without charge. You are not permitted to use this service for the purpose of regularly providing other users with access to content from a Service.
7.2.3 While you may download, store and create an archive of articles from the Service for your personal use, you may not otherwise provide access to such an archive to any third party. The foregoing does not apply to any sharing functionality we provide through the Service that expressly allows you to share articles or links to articles with others.
7.3.1 You agree not to rearrange or modify the Content available through a Service. You agree not to display, post, frame, or scrape the Content for use on another web site, app, blog, product or service, except as otherwise expressly permitted by this Agreement. You agree not to create any derivative work based on or containing the Content. The framing or scraping of or in-line linking to the Services or any Content contained thereon and/or the use of webcrawler, spidering or other automated means to access, copy, index, process and/or store any Content made available on or through the Services other than as expressly authorized by us is prohibited.
7.3.2 You further agree to abide by exclusionary protocols (e.g., Robots.txt, Automated Content Access Protocol (ACAP), etc.) that may be used in connection with the Services. You may not access parts of the Services to which you are not authorized, or attempt to circumvent any restrictions imposed on your use or access of the Services.
7.3.3 You may not use the Content in any commercial product or service, without our express written consent.
7.3.4 You may not create apps, extensions, or other products and services that use our Content without our permission. You may not aggregate or otherwise use our Content in a manner that could reasonably serve as a substitute for a subscription to a Service.
7.3.5 Any unauthorized or prohibited use of any Content may subject you to civil liability, criminal prosecution, or both, under applicable federal, provincial, state, local laws, or applicable foreign laws, rules, regulations and treaties. We require users to respect our copyrights, trademarks, and other intellectual property rights and shall enforce same.
7.4 You agree not to use the Services for any unlawful purpose. We reserve the right to terminate or restrict your access to a Service if, in our sole opinion, your use of the Service may violate any laws, regulations or rulings, infringe upon another person's rights or violate the terms of this Agreement.
9.1 YOU AGREE THAT YOUR ACCESS TO, AND USE OF, THE SERVICES AND THE CONTENT, TOOLS, PRIZES AVAILABLE THROUGH THE SERVICES IS ON AN "AS-IS", "AS AVAILABLE" BASIS AND WE SPECIFICALLY DISCLAIM ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.2 THE LIABILITY OF MERCER-MACKAY SOLUTIONS INC. AND ITS AFFILIATES AND ITS RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, INDEPENDENT CONTRACTORS, ADVERTISERS, CONTENT PROVIDERS AND LICENSORS ("THE MERCER-MACKAY PARTIES") WILL BE LIMITED TO DIRECT DAMAGES UP TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE ONE MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
9.3THE MERCER-MACKAY PARTIES WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST REVENUES, LOST PROFITS, FAILURE TO REALIZE ANTICIPATED SAVINGS OR REVENUE, LOST DATA OR LOSS OF GOODWILL (COLLECTIVELY, THE "EXCLUDED DAMAGES"). THIS EXCLUSION APPLIES TO ALL CLAIMS IRRESPECTIVE OF THE CAUSE OF ACTION UNDERLYING THE CLAIM INCLUDING BUT NOT LIMITED TO (A) BREACH OF CONTRACT EVEN IF A FUNDAMENTAL BREACH, (B) TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE, DELICT OR MISREPRESENTATION, OR (C) BREACH OF STATUTORY DUTY OR STRICT PRODUCT LIABILITY. THIS EXCLUSION APPLIES EVEN IF ANY OF THE MERCER-MACKAY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY.
9.4 IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION 12 TO BE UNENFORCEABLE, THEN THE MERCER-MACKAY PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
10.1 The parties acknowledge that any statutory or common law claims related to intellectual property may require forms of equitable relief that are best administered by courts; accordingly, the parties agree that except for statutory or common law claims related to intellectual property and disputes that qualify for small claims court, any controversy or claim arising out of or relating to this Agreement or any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, will be resolved by arbitration in the City of Toronto, Ontario, Canada and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction in the aforesaid location. You agree that by entering into this Agreement, you and we are each waiving the right to trial by jury, except as otherwise stated above. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and, by entering into this Agreement, you are giving up the ability to participate in a class action. This agreement to arbitrate shall survive termination of this Agreement. This arbitration agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and, if the law allows, they can seek relief against us for you.
10.2 The arbitrator may award money or equitable relief in favor of only the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To reduce the time and expense of the arbitration, the arbitrator will not provide a statement of reasons for his or her award unless requested to do so by both parties. Unless both you and we agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
11. General. This Agreement contains the final and entire agreement between us regarding the Services and supersedes all previous and contemporaneous oral or written agreements regarding the Services. We may discontinue or change the Services, or their availability to you, at any time. This Agreement is personal to you, which means that you may not assign your rights or obligations under this Agreement to anyone. No third party is a beneficiary of this Agreement. You agree that this Agreement, as well as any and all claims arising from this Agreement will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to any conflict or choice of law principles. Our failure to enforce any provision of this Agreement or to respond to a breach by you or other parties of this Agreement shall not in any way waive our rights to subsequently enforce any term or condition of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.