Privacy Policy

Subscription Agreement

PLEASE READ THESE SUBCRIPTION AGREEMENT AND TERMS AND CONDITIONS CAREFULLY PRIOR TO SIGNING UP AS A SUBSCRIBER FOR THE PRO-MARK ONLINE SERVICE (THE "SERVICE"). BY ORDERING OUR SERVICE, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE SERVICE.

THESE TERMS AND CONDITIONS GOVERN YOUR AGREEMENT WITH PRO-MARK PUBLICATIONS INC. AND/OR ITS RELATED SUBSIDIARIES, AFFILIATES, COMPANIES, DIVISIONS AND LICENSEES (COLLECTIVELY "PRO-MARK"), HAVING ITS PRINCIPAL PLACE OF BUSINESS AT 724 SCHAFER ROAD, KELOWNA, BC, CANADA, V1W 1G1 WITH RESPECT TO YOUR USE OF THE SERVICE.

THIS WEBSITE (THE "SITE") PROVIDES INFORMATION REGARDING PRO-MARK AND THE SERVICE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. THE SITE IS OPEN TO VISITORS. PLEASE NOTE HOWEVER THAT ACCESS TO AND USE OF CERTAIN AREAS OF THE SITE, INCLUDING USE OF THE SERVICE, REQUIRE YOU TO REGISTER AS A SUBSCRIBER AS SET OUT HEREIN.

YOU REPRESENT AND WARRANT THAT YOU WILL ONLY BE USING THE SERVICE FOR YOUR LEGITIMATE AND LAWFUL BUSINESS PURPOSES ("BUSINESS PURPOSES") AND THAT YOU HAVE ATTAINED THE AGE OF MAJORITY FOR THE JURISDICTION IN WHICH YOU RESIDE OR THAT YOU ARE AT LEAST 19 YEARS OLD, WHICHEVER IS GREATER ("AGE OF MAJORITY"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER EQUALLY TO SUCH ENTITY.

IF YOU: (I) WILL NOT BE USING THE SERVICE FOR BUSINESS PURPOSES ONLY; (II) HAVE NOT ATTAINED THE AGE OF MAJORITY FOR THE JURISDICTION IN WHICH YOU RESIDE; (III) DO NOT HAVE THE AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY ON WHOSE BEHALF YOU ARE ENTERING INTO THIS AGREEMENT; OR (IV) DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MUST NOT CLICK THE "I ACCEPT" BUTTON AND YOU ARE PROHIBITED FROM USING THE SITE OR THE SERVICE.

PRO-MARK HAS NO OBLIGATION TO PROVIDE THE SERVICE TO YOU. YOU MAY NOT USE THE SERVICE OR THE SITE IF YOU HAVE BEEN SUSPENDED FROM DOING SO BY PRO-MARK.

Welcome

As part of the Service, Pro-Mark will provide you with use of the Service in accordance with the terms and conditions of this Agreement. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement as well as any materials that are available on the Site or incorporated by reference herein, including but not limited to Pro-Mark's privacy and security policies and all specific usage policies, Order Form terms and conditions, user fees or other information relating to your use of the Service. These terms and conditions may be changed by Pro-Mark from time to time and this page will be updated accordingly. Your continued use of this Site and/or the Service constitutes acceptance of such amended terms and conditions so we strongly encourage you to periodically re-visit this page to review the then-current terms governing your use of this Site and the Service. These terms and conditions were last updated on: June 24, 2005.

For reference, a “Definitions” section is included at the end of this Agreement. All capitalized terms used and not otherwise defined have the meaning set out in the “Definitions” section at the end of this Agreement.

1. Privacy & Security
Pro-Mark respects your personal privacy. In order to provide the Service to you, we must collect, use and disclose certain of your personal information ("Personal Information"). Except as authorized or required by law, we will not collect, use or disclose your Personal Information without your consent. The purposes for which we intend to collect, use and disclose your Personal Information are set out in detail in our Privacy Policy. To view Pro-Mark's current online Privacy Policy please click here.

We collect and use personal information about you and your use of the Service (the "Information") to: (i) evaluate your request to use the Service and to initiate, maintain and develop our relationship with you in connection with our offering and providing the Service to you; (ii) administer billing and accounting services and security measures in relation to your use of the Service; (iii) monitor your customer history, evaluate your credit standing and to share or exchange credit reports and information with credit reporting agencies and credit bureaus as may reasonably be required to provide the Service to you; (iv) promote and market additional products, goods and services offered by us that we feel may be of interest to you; and (v) comply with any legal or regulatory requirements.

Our site may utilize cookies to enable us to track and target your interests and user habits on our Site in order to enhance your experience on our Site. Cookies are small pieces of data which are stored on your computer to allow your web browser to remember something about our Site. Cookies are useful because they allow us to personalize our Site for you by, for example, telling us whether you have previously visited our Site. However, our use of cookies does not identify you personally; these cookies merely recognize your browser.

Pro-Mark reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, Pro-Mark occasionally may need to notify all Users of the Service of important announcements regarding the operation of the Service.

2. License Grant & Restrictions
Subject to the terms and conditions of this Agreement, Pro-Mark hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own Business Purposes. You must immediately stop using the Service upon the termination of this Agreement for any reason. All rights not expressly granted to you are reserved by Pro-Mark and its licensors.

Without the prior written consent of Pro-Mark, you shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Site, the Service or the Content in any way. Except as expressly permitted by applicable law, you shall not: (i) copy, modify, adapt, translate, transmit, publish, display, make derivative works based upon, or use on any other website, the Site, the Service or the Content; (ii) create Internet "links" to the Service or "frame" or "mirror" any of the Content on any other web site, web server or wireless or Internet-based device; (iii) decompile, disassemble or otherwise reverse engineer the Service; or (iv) use or access the Site or Service for any purpose other than as expressly authorized herein. The foregoing prohibitions expressly include, but are not limited to, the practice of screen scraping, database scraping or any such practice or activity, the purpose of which is to obtain data or potions thereof from the Service, in any manner whatsoever.

3. Service and Support
Pro-Mark provides limited technical support to all principal subscribers and all registered Users of the Service. As part of these technical support services, you may call our support line at 250-764-1982 and we will work to resolve any technical issues you may have. The hours of service are from 9:00AM PST/PDST to 4:00PM PST/PDST, Monday through Friday, except statutory holidays.

4. Your Responsibilities
You are responsible for all activity occurring under your account(s) and shall abide by all applicable local, provincial, state, national and foreign laws, treaties and regulations in connection with your use of the Site and the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Pro-Mark immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) immediately report to Pro-Mark and use reasonable efforts to stop any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Pro-Mark user or provide false identity information to gain access to or use the Site or the Service.

5. Information and Data
Pro-Mark does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not Pro-Mark, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and Pro-Mark shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. You hereby grant to Pro-Mark a transferable world-wide, perpetual, irrevocable, royalty-free, non-exclusive license, to reproduce, distribute, publish, transmit, adapt and display any Customer Data provided by you, in whole or in part, in connection with the Service.

In the event this Agreement is terminated, other than by reason of your breach, Pro-Mark will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. PRO-MARK REMOVES AND DISCARDS ALL CUSTOMER DATA AFTER 30 DAYS FOLLOWING THE TERMINATION OF THIS AGREEMENT FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, YOUR NON-PAYMENT. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Pro-Mark shall have no obligation to maintain or forward any Customer Data to you.

You will not: (a) transmit, upload, post or otherwise make available any information or materials that (i) constitutes or encourages conduct that would constitute a criminal offense or give rise to civil liability; (ii) is protected by copyright, trade-mark or other proprietary right without the express permission of the owner of the copyright, trade-mark or other proprietary right; (iii) is libelous, slanderous, defamatory, harassing, threatening or is otherwise injurious to a third party; (iv) is hateful, bigoted or racially offensive; or (v) is vulgar, obscene, discourteous, indecent or pornographic; (b) interfere with other users’ use of the Site or the Service; or (c) post, upload or transmit materials that contain a virus, disabling devices or other code that manifests contaminating or destructive properties.

6. Intellectual Property Ownership
Pro-Mark alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Site, the Pro-Mark Technology, the Content and the Service. This Agreement provides you with a limited right to use the Service and does not constitute a sale nor does it convey to you any rights of ownership in or related to the Site, the Service, the Pro-Mark Technology or the intellectual property rights owned by Pro-Mark.

Any unauthorized use of the Site, Service or the trade-marks, trade names, copyright or other intellectual property rights of Pro-Mark or its licensors is strictly prohibited, and Pro-Mark reserves the right to take such steps as its deems necessary, including without limitation taking legal action and automatically terminating your membership, to enforce such rights.

7. Third Party Interactions and Links
As part of your use of the Service, you may enter into correspondence with, sell goods and/or services to, purchase goods and/or services from or participate in promotions of your goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activities, are solely between you and the applicable third party.

Pro-Mark and its licensors shall have no liability, obligation or responsibility for any such correspondence, sale, purchase or promotion between you and any such third-party and you hereby agree to indemnify and hold Pro-Mark, its licensors and their respective subsidiaries, affiliates, officers, directors, employees, lawyers and agents harmless from and against any and all threatened or actual claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) relating to your participation in any correspondence, sale, purchase or promotion that in any way arises from your use of the Service or the Site.

The Service may contain hypertext links to other web sites of third parties. Such hypertext links should not be construed as our express or implied endorsement of any linked web site or an affiliation with their owners or operators. Pro-Mark cannot and does not warrant the quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for a particular purpose of any information, data, or services available through these web sites, and disclaims any opinions expressed on such web sites.

Pro-Mark provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.

8. Subscription, Charges and Payment of Fees
You can offer to sign up as a subscriber for the Service by completing an Order Form on-line or by telephone / fax. In order to sign up you must be the age of majority in the jurisdiction in which you reside, a resident of the United States of America or Canada with a valid American or Canadian address, and hold a valid Visa, MasterCard or American Express credit card. The fully and properly completed and submitted Order Form constitutes your offer to purchase the Service identified in your submitted Order Form. Your submitted Order Form shall be deemed to be accepted by Pro-Mark only if and when Pro-Mark sends confirmation of acceptance of your Order Form to your e-mail address. Should you not receive a response from Pro-Mark regarding a submitted Order Form request, or if you experience a service interruption or error display, or other problem, it is your responsibility to confirm with Pro-Mark whether your Order Form has been received and accepted by Pro-Mark. Pro-Mark will not be responsible for any losses attributable to an assumption by you that an Order Form was or was not submitted because no response or acceptance was received by you.

Pro-Mark reserves the right to reject any Order Form. Any additional or conflicting terms in any Order Form or any document whatsoever from you are hereby rejected and shall not become a part of this Agreement. Any failure by Pro-Mark to object to any term or condition in any oral or written communication from you shall not constitute an acceptance thereof or a waiver of any term or condition hereof. You acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation except for the warranties or representations specifically set forth in this Agreement.

As a subscriber, you shall pay all fees or charges to your account in accordance with the fees, charges and billing terms set out on our Site. The initial charges and ongoing subscription fees will be as set out on our website, or as may otherwise be communicated to you by us in writing. Payments may be made annually or monthly, as set out in our schedule of fees or as selected when you register as a subscriber. Pro-Mark reserves the right to modify its fees and charges and to introduce new charges at any time as set out below.

You must provide Pro-Mark with valid credit card as a condition to signing up for the Service.

9. Billing
Pro-Mark charges and collects in advance for use of the Service. Payment shall be made by credit card (Visa, MasterCard or American Express) or, if approved by us, by other forms of pre-authorized payment. Should you wish to pay for the Service by any method other than by monthly credit card charges, you may be subject to a credit check. We reserve the right to examine your credit record before we provide, continue or reinstate the Service to you. You authorize us to investigate your creditworthiness and agree to provide, from time to time as may be required, appropriate authorizations and financial information as we may reasonably request for this purpose.

Pro-Mark will automatically bill your credit card every month or may issue an invoice to you for annual services each year on the subsequent anniversary. The renewal charge will be equal to the amount as described on our fees page located on our website in effect at the time of renewal, or as may otherwise be communicated to you by us in writing. Pro-Mark reserves the right to amend its fees from time to time, or to begin charging additional fees relating to the Service, by posting same on our fees page and you agree to pay such revised or additional fees. Notwithstanding the foregoing, all subscribers are guaranteed that during the first 6 months of their use of the Service, their subscription rates will not be increased or modified. Fees for other services provided by Pro-Mark will be charged on an as-quoted basis. All fees shown 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 taxes based solely on Pro-Mark's income. Should any payment be rejected by your financial institution for any reason, you will be charged a service fee of $25.00.

You must bring any billing inquiries and disputes to our attention within 30 days of the billing date. Failure to do so will be deemed to be an admission that the fees charged are accurate.

You agree to provide Pro-Mark with complete and accurate billing and contact information when you register as a subscriber. This information includes your legal personal and/or company name, street address, e-mail address, and name and telephone number of an authorized billing contact and the Administrator. You agree to update this information within 30 days of any change to it by updating your subscriber information on the Site. If the contact information you have provided is false or fraudulent, Pro-Mark reserves the right to terminate your access to the Service, in addition to any other legal or equitable remedies.

10. Non-Payment and Suspension
In addition to any other rights granted to Pro-Mark herein, Pro-Mark reserves the right to 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 1.5% per month (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 User licenses during any period of suspension. If you or Pro-Mark initiates termination of this Agreement, you will be obligated to pay, as liquidated damages and not as a penalty, the balance due on your account for the remainder of the term, computed in accordance with the Subscription, Charges and Payment of Fees section above. You agree that Pro-Mark may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.

You agree and acknowledge that Pro-Mark has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

11. Renewal and Termination
This Agreement commences on the Effective Date. The Initial Term will be as you elect during the initial subscription process, commencing on the date you begin to use the Service by completing the online subscription form or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Pro-Mark's then current fees as set out above.

If you are dissatisfied with the Service, or with any of our terms, conditions, rules, policies, guidelines, fees or practices in operating the Service, your sole and exclusive remedy is to stop using the Service and terminate this Agreement, which you may do at any time by providing Pro-Mark with written notice no later than seven (7) days prior to your next billing date. No refunds will be given by Pro-Mark for partial terms or for any initial registration fees.

You agree and acknowledge that Pro-Mark has no obligation to retain the Customer Data other than as set out in the Information and Data section above, and may delete such Customer Data at any time after 30 days have elapsed following termination of this Agreement for any reason.

12. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Service, the Site, Pro-Mark's Technology, or Content will be deemed a material breach of this Agreement. Pro-Mark, 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, Pro-Mark may terminate a free account at any time in its sole discretion.

Pro-Mark may elect to terminate this Agreement at any time by providing you with at least 30 days notice of its intent to terminate. If Pro-Mark elects to terminate this Agreement without cause, Pro-Mark will refund to you, on a pro rata basis, any fees for your use of the Service that you have prepaid beyond the period of notice provided.

13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. 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.

14. Indemnification
You shall indemnify and hold Pro-Mark, its licensors and their respective subsidiaries, affiliates, officers, directors, employees, lawyers and agents harmless from and against any and all threatened or actual claims, costs, damages, losses, liabilities and expenses (including full legal fees and costs) directly or indirectly arising out of or in connection with your use of the Service, including all reasonable costs incurred by us in connection with any legal, collection or other proceeding(s) brought by us against you related to this Agreement.

15. Disclaimer of Warranties
THE SITE, THE SERVICE, PRO-MARK'S TECHNOLOGY AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” AND "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR OTHER CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY PRO-MARK AND ITS LICENSORS. USE OF THE SITE, SERVICE, PRO-MARK'S TECHNOLOGY AND ALL CONTENT IS AT YOUR OWN RISK.

NEITHER PRO-MARK NOR ITS LICENSORS MAKES ANY REPRESENTATION OR WARRANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SITE, SERVICE OR ANY CONTENT. FURTHER, PRO-MARK AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SITE, SERVICE, PRO-MARK TECHNOLOGY OR ANY CONTENT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU OR THIRD PARTIES THROUGH THE SITE OR SERVICE WILL MEET YOUR OR THEIR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SITE, SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

YOU USE THE SITE AND THE SERVICE AT YOUR OWN RISK AND YOU SHOULD NOT RELY ON THE SITE OR THE SERVICE IN SITUATIONS WHERE THAT RELIANCE MIGHT RESLUT IN LOSS OR DAMAGE TO PERSONS OR PROPERTY.

16. Internet Delays
PROVISION OF THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PRO-MARK IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

17. Limitation of Liability
IN NO EVENT SHALL PRO-MARK AND ITS LICENSORS’ AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, THE SITE, THE SERVICE, THE PRO-MARK TECHNOLOGY OR THE CONTENT EXCEED THE FEES FOR THE SERVICE ACTUALLY PAID BY YOU IN THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND, LOSS OF DATA, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF USE OR LOSS OF OTHER ECONOMIC ADVANTAGE ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE SITE, THE SERVICE, THE PRO-MARK TECHNOLOGY OR THE CONTENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SITE OR SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF PRO-MARK OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Additional Rights
Certain jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so certain of the exclusions set forth above may not apply to you.

19. Local Laws and Export Control
This Site is administered from the offices of Pro-Mark in Kelowna, British Columbia Canada. Access to the materials or the Service from territories where the contents of this Site are illegal, is prohibited.

You may not use or export or re-export the materials or Service at this Site or any copy or adaptation in violation of any applicable laws or regulations including, but not limited to, U.S. export laws and regulations. If you access this Site, you do so on your own initiative and risk and you are responsible for compliance with all applicable local laws.

20. Notice
Pro-Mark may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in our subscriber account information, or by written communication sent by first class mail or pre-paid post to your address on record in our subscriber account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).

You may give notice to Pro-Mark, with such notice being deemed to be given when received by Pro-Mark, at any time by: letter sent by confirmed facsimile to Pro-Mark at the following fax number: (250) 764-1958, confirmed e-mail delivery to the following e-mail address: general@promarkdesigns.com or letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Pro-Mark at the following address: 724 Schafer Rd., Kelowna, BC, Canada, V1W 1G1.

21. Security
You are responsible for keeping information such as your username and password secure. The security of your Pro-Mark account is primarily dependent upon your protection of your password. Therefore, you must not share your password with any third party for any reason. YOU HEREBY AGREE THAT YOU ARE PERSONALLY RESPONSIBLE FOR ALL ACTIONS TAKEN AND TRANSACTIONS ENTERED INTO USING YOUR PASSWORD AND YOU HEREBY RELEASE PRO-MARK AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, LICENSEES AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES, BOTH ACTUAL AND CONSEQUENTIAL, OF EVERY KIND AND OF EVERY NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY UNAUTHORIZED USE OF YOUR PASSWORD.
If you believe that someone else has obtained access to your password, it is your responsibility to change it immediately by logging on to your account and changing your profile. Do not share your Pro-Mark password with anyone. Our employees will NEVER ask you for your password, so if you receive any type of e-mail or other communication requesting your password, you should treat this as suspicious and unauthorized, and contact us immediately.

22. Electronic Communications
By accessing this web site or sending electronic mail to Pro-Mark you are communicating with Pro-Mark electronically and by doing so, you agree to receive communications from Pro-Mark electronically.

23. Assignment
This Agreement may not be assigned by you without the prior written approval of Pro-Mark but may be assigned without your consent by Pro-Mark to: (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment by you in violation of this section shall be void.

24. Copyright and Trade-marks
This Site and all content thereon, other than Customer Data, is Copyright 2005 Pro-Mark Publications Inc. All rights reserved.

PRO-MARK, the Pro-Mark logo(s) and the product names associated with the Site and the Service and all other trade-marks, trade names and design elements of Pro-Mark appearing on this Site and used in association with the Service are owned by Pro-Mark and may not be used in connection with any product or service that is not Pro-Mark's or in any manner that is likely to cause confusion or that may suggest an association between you and Pro-Mark that does not exist or that may disparage or discredit Pro-Mark. Nothing contained on this Site gives any person the right or license to use any trade-mark displayed on this Site without the express written permission of the trade-mark owner.

25. Countries with Limited Access
Pro-Mark may, from time to time, limit access to residents of certain countries due to higher than normal incidence of fraud. These restrictions are in place to safeguard us as well as you. Pro-Mark reserves the right to update the limited access country list at any time and without prior notice.

Residents of the following countries have limited access to the Service:
- No limited access currently in place.

26. General
The Service originates in Canada and is directed to residents of Canada. Pro-Mark makes no representation that materials found in this Site are appropriate or available for use in other locations.

This Agreement is governed by and will be construed in accordance with the laws of the Province of British Columbia and federal laws of Canada applicable therein. The Parties hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia for any legal proceedings arising out of the Site, the Service, this Agreement or the performance of the obligations hereunder.

This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Pro-Mark and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

This Site contains data and other information regarding Pro-Mark and the Service (the "Information"). Despite the efforts of Pro-Mark to provide accurate information, it is not possible to ensure that the Information is completely current and correct. The Information may include technical inaccuracies or typographical errors. At any time and without notice, Pro-Mark may update or make changes to the Information on this Site. Pro-Mark does not assume any responsibility or liability for the accuracy or completeness of such Information or any actions taken as a result of such information.

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

No joint venture, partnership, employment, or agency relationship exists between you and Pro-Mark as a result of this Agreement or use of the Site or Service. The failure of Pro-Mark to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless specifically acknowledged and agreed to by Pro-Mark in writing.

27. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith:

"Administrator(s)" means those Users designated by you who are authorized to purchase licenses online for use of the Service or to execute Order Forms and to create User accounts and otherwise administer your use of the Service;

"Agreement" means these online terms and conditions, the terms, conditions and other information contained in any Order Forms, whether written or submitted online, and any other materials available on the Pro-Mark Site specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Pro-Mark from time to time in its sole discretion;

"Content" means the audio, visual or text-based information or data contained or made available to you in the course of using the Service;

"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service;

"Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Service;

"Initial Term" means the initial period for which you have subscribed for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is monthly, the Initial Term is the first month);

"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trade-marks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

"Order Form(s)" means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail);

"Pro-Mark Technology" means all of Pro-Mark's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Pro-Mark in providing the Service;

"Service(s)" means the specific services identified during the ordering process, developed, operated and maintained by Pro-Mark, currently accessible via http://www.promarkagent.com, http://www.promarkdesigns.com or another designated web site or IP address, or ancillary services rendered to you by Pro-Mark, to which you are being granted access under this Agreement, including the Pro-Mark Technology.

"User(s)" means you and/or any of your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Pro-Mark at your request).

STOCK PHOTOGRAPHY

When Promark provides stock photography for use within your design and/or website the following conditions apply - you must agree to these terms to make use of Promark provided designs and/or stock photography:

You are permitted to continue use of the provided design and/or stock photography AS PROVIDED only within the design and or website it was originally intended use in. You may not extract, download, manipulate or otherwise distribute said photography for use other than its original use and intention in the provided completed design by Promark.

You also may NOT:

• use, give away, resell, manipulate or otherwise extract portions from the design and/or stock photos themselves.
• use any design or stock photography provided by Promark as your content as part of an electronic template or application or other design or product (greeting cards, business cards, web page designs, etc.), other than its original use as a design element in your original project agreement.
• incorporate the design and/or stock photography provided within a design and/or website as part of your service mark or trademark.
• use or access any design and/or stock images provided by Promark and its suppliers outside of a layout or product provided to you by Promark.
• claim copyright to any stock images, designs or photos that are provided to you by Promark and its suppliers.

Promark reserves the right to (1) not continue the permitted use of any design and/or stock photography for any reason whatsoever; and (2) notify you that certain design and/or stock photography are no longer available for use in your provided design and/or website. Upon notification the permission to use said design and/or stock photography shall automatically and immediately terminate.
Promark reserves the right to replace any design and/or stock photography with an alternative design and/or stock photograph for any reason whatsoever. Upon notification or replacement the permission to use said design and/or stock photography shall automatically and immediately terminate.

Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to: general@promarkdesigns.com.

 

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