These Standards terms and conditions (« Terms & Conditions ») govern the purchase by you, the client (« client ») of Virtual Paper Inc.'s (« VP ») services and deliverables (« services ») as set forth in the contract (« contract ») entered into by the Client and VP. In the event production and /or development are in need, a business proposition will be provided and will include a statement if work thereafter to specify both parties' additional responsibilities (« Business Proposition »). The Terms and Conditions govern the Contract and the applicable Business Proposition shall collectively be referred to as the « Agreement »
For the purposes of this Agreement:
« Digital Publication » refers to the file that is uploaded into the VP Management Platform and converted to a digital publication.
« Library » refers to the hub that contains the Client's Digital Publications within the VP Management Platform. Each Library can have ONLY one title and once created cannot be changed. The library is mainly for internal use of the Client, however its name will be visible within the URL.
« Reoccurring Fees » refers to the charges of the Libraries within the VP Management Platform as well as the monthly license fee payment for the use of other products such as vKiosk, iOS application, etc, as indicated in the Contract.
« Set-up Fees » refers to the initial service, production, development, and technology fees, as indicated in the Contract.
« Usage Fees » refers to the following: A) page views or downloaded included within the Library and B) page view or download bundles subscribed for by the Client, as determined in the Contract.
« Excessive Usage Fees » refers to the page views, downloads, and bandwidth which are exceeded without a purchase of a bundle. Exceeding bandwidth can occur through a large amounts of file downloads or through a large amount of media files (50mb or over).
« VP Management Platform » refers to the VP administrator tool which contains the digital publications and allows the Client to manage its account and Libraries.
The prices and applicable currency of Services shall be set forth in the Contract and shall be valid for a period of 30 days from the date it is sent to the Client.
3. Terms of Payment
All payments are payable by credit card (subject to the approval of the emitting financial institution). The payment of fees for Services are due and payable as follows « Payment Terms ») : Set-up Fees are due 50% prior to the delivery of the Services and 50% on set-up delivery of the Services; Reoccurring Fees are payable on a monthly or annual basis, as confirmed in the Contract or Business Proposal, as the case may be. Usage Fees are paid upfront as agreed upon in the Contract or the Business Proposition, as the case may be. Excessive usage fees will be debited from the Client's credit card on a monthly basis at the end of each month. All Payment Terms will be enforced unless specified otherwise within the Agreement. All sales of Services are final and VP shall not provide any refunds for any unused Services, regardless of the circumstances.
Client Shall, in addition to the price for Services, pay all sales, use, excise or similar taxes, withholding taxes or other charges which VP is required to pay, or to collect and remit to any governmental authority as a result of the Services, and agrees to sign all documents or instruments required by VP to give effect to the foregoing.
For all Reoccurring Fees, Usage Fees and annual fees for Digital Publications for any Renewal Period (as defined below), Client hereby authorizes VP to debit the Client's credit card each month during the Term (as defined below) of the Agreement in accordance with the Payment Terms, if applicable, or upon receipt of an invoice for Additional Services.
Late Payments are subject to a monthly interest charge of 1.25%, compounded daily and computed on a monthly base.
4. Client Account
The client's account will be activated within 24 business hours following receipt of payment for Services.
In the event of late payments of:
(i) more 30 days, but less than 60 days, VP has the right to deactivate the Client's access to its account and to prevent the publication of any additional Digital Publications until payment has been received; or
(ii) more than 60 days but less than 90 days, VP has the additional right to take all the Client's Digital Publications offline until payment has been received; or
(iii) more than 90 days, VP has the additional right to delete all the Clients' Digital Publications, without any obliction to ensure
the recovery of such copies. It is important to note, once publications are deleted, and/or library, VP will not be able to recuperate the information. In the event User ID is deleted or deactivated VP will be able to either provide a new User ID to connect to the library or activate the old user ID.
5. Use of VP Services
The Client Shall be entitled to convert Digital Publications up to the amount of conversions which it has prepaid. In the event the Client requires the ability to convert additional Digital Publications or usage, it shall enter into an additional contract to that effect.
In the event the Client exceeds its network bandwidth, page views or downloads VP reserves the right, upon 10 days' prior written notice, to place the Digital Publication off-line or have it deleted.
addition, upon 3 days' prior written notice, VP will reserve the
right to place the Digital Publication off-line for clients who use
an exceeding amount of bandwidth.
6. License for Use of the VP Solution
VP hereby grants the Client a non-exclusive, non-transferable, revocable license for the use of VP Management Platform in accordance and subject to this Agreement for the duration of the Term. The Client is responsible for the conversion, maintenance and on-line or off-line publication and the deletion of Digital Publications in its account.
Each Agreement shall have an initial term of one (1) year(« Initial Term») shall automatically renew thereafter for additional periods of one (1) year (each a « Renewal Period ») and collectively with the Initial Term (the « Term »), subject to (A) the right of either party to terminate the Agreement upon prior written notice of no less than 60 days before the anniversary date of the Agreement and (B) the rights of termination of the parties provided for in Sections 8 and 9.
Subject to Section 8, each Digital Publication shall remain online for 12 months from the date of its conversion at no additional cost. At the end of the 12 months the Client shall pay an additional annual fee of $12.00 per year for each existing Digital Publication which remains on-line at the Agreement anniversary date, and while it is older than 12 months.
8. Termination by VP
the event the client is in default of any of its obligations under
the Agreement, VP ma, at its sole discretion and within 10 days'
notice, suspend or terminate all rights of the Client granted under
Without limiting the foregoing, the Client covenants to (i) never use or authorize a third party to use the Services or the Digital Publications in a manner which may violate any applicable laws or regulations; (ii) never provide or attempt to provide to VP information or content which (A) could be interpreted as libelous, obscene, slanderous or defamatory or which may cause disparagement to the reputation of any person, (B) is confidential, or (C) infringes on the intellectual property rights of any person including VP; (iii) never provide any materials which may contain viruses, Trojan horses or other types of malware, or any other destructive or infectious programs; (iv) never attempt to access its account or to create Digital Publications by automatic means unless where FTP is applicable; or (iv) never include in a Digital Publication or a link to a Digital Publication or any other part of VP's website in its email communications or any other form of communications which may violate privacy laws
The Client may at any time, upon 30 days' prior written notice to VP, terminate this Agreement. Upon termination the Client shall pay VP for all unpaid Services as well as a termination fee equal to the value of all unused conversions as of the date of the termination, as liquidated damages..
10. Payment Disputes
If the Client contests a payment, the Client must bring it to VP's attention within 10 days of the date of the payment. Failure by the Client to dispute a payment within said delay shall forever preclude the Client from disputing the payment.
If following review of a disputed payment it is established by VP that the payment is incorrect, VP shall forthwith credit the Client's credit card for the difference.
11. VP's Limited Warranties
VP MAKES NO WARRANTIES AS TO PERFORMANCE OR PRODUCTION OF THE SERVICES OR THAT THE SERVICES IS SUITABLE FOR ANY PARTICULAR PURPOSE. VP HEREBY DISCLAIMS ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ONLY TO THE SPECIFICATIONS SPECIFICALLY SET FORTH IN THE CONTRACT AND APPLICABLE BUSINESS PROPOSITION. VP'S SOLE OBLIGATION FOR A REMEDY TO THE CLIENT SHALL BE REPAIR OF NON-CONFORMING SERVICES, OR AT THE OPTION OF THE CLIENT, REFUND OF THE PRICE. THE CLIENT ASSUMES ALL RISK WHATSOEVER AS TO THE RESULT OF THE USE OF THE SERVICES.
Without limiting the foregoing, VP provides no warranties, and assumes no responsibility with regards to :
(i) Interruptions in access to the Services, Digital Publication or the VP solution;
(ii) The suitability of the Digital Publications or the integrated options to the Clients particular use of requirements;
(iii) The absence of errors or defects in Digital Publications; or
(iv) The results of online searches or rankings.
VP reserves the right, without liability to the Client other than refund of any portion of the price paid, to discontinue the sale or use of any Service which in the opinion of VP, would infringe any intellectual property right now or hereafter issued, registered or existing and under which VP is not the owner or the licensee.
13. Limitation of Liability
No claim by the Client of any Kind, including claims for indemnification, shall be greater in amount than the purchase price of the Services in respect of which damages are claimed. In no event shall VP be liable to the Client for any special, indirect, incidental, reliance, exemplary, or consequential damages or cover, or loss of profit, revenue or use, in connection with, arising out of, or as a result of, the sale, delivery, servicing, use or loss of use of the Services sold hereunder, or for any liability of the Client to any third party with respect thereto.
14. No Infringements
The Client acknowledges and agrees that it is responsible for the content and accuracy of the contents of its publications and covenants to VP to ensure that all materials in connection herewith shall not (i) violate any law or infringe upon or violate any right of any nature or kind of any person, including without limitation, rights of privacy, publicity, trade-mark or copyright; or (ii) contain any material which is libelous, obscene, slanderous or defamatory or which may cause disparagement to the reputation of any person.
The Client hereby acknowledges and agrees that this Agreement does not give it any rights to resell the Services without the prior written consent of VP, which consent is entirely at the discretion of VP. The Client shall communicate with a representative of VP in the event that it wishes to obtain information concerning resale licenses of VP.
16. Force majeure
Neither party shall be deemed to be in default of its obligations under the Agreement to the extent such default is caused by an extraordinary event or occurrence beyond such party's reasonable control, including without limitation, power outages, interruptions in internet services and communication networks, labor shortages, material shortages, floods, storms, acts of God, riots, embargos, civil insurrection, natural disaster, strike, equipment breakdowns or failures, government order or regulation, explosions, sabotage or war («Force Majeure Event »). Notwithstanding the foregoing, a Force Majeure Event shall not excuse the Client for failing to pay the fees due under this Agreement to VP.
The Client may not assign or transfer this Agreement or any of its rights or obligations hereunder to any third party under any circumstances, without the prior written consent of VP. Any attempted assignment in violation of this Section shall be void. Subject to the foregoing, this Agreement shall be binding upon and shall ensure to the benefit of both parties, their successors, administrators, heirs, and assigns.
Any provision in the Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
19. Entire Agreement
This Agreement supersedes and replaces any prior agreement between the Client and VP, whether written or oral. This Agreement embodies the entire understanding between and among the parties. Any changes, additions, revisions or modifications must be accomplished via a written instrument signed by both the Client and VP.
20. Governing Law
This Agreement shall be governed by the laws of the provice f Quebec and the federal laws of Canada applicable therein.
This Agreement has been drafted in English at the express request of the parties. Cette convention a rédigée en anglais à la demande expresse des parties.