These Terms of Service (“Terms”) govern Your use of www. bridgestarter.com, including its other top-level domain designations .net, .mobi, .org,  (the “Website”) and the services made available by Imagination Unleashed Entertainment Software Inc. Your access to and use of the Website (including content provided on or through the Website) and Imagination Unleashed’s services is conditional on your acceptance of and compliance with these Terms as well as our Privacy Policy and any additional terms notified to You, including any terms set out in an agreement for specific services or an order form.

PLEASE NOTE THAT THESE TERMS CONTAIN IMPORTANT LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES AND LIABILITIES THAT ARE APPLICABLE TO THE SERVICES SO YOU SHOULD READ THESE TERMS CAREFULLY BEFORE ORDERING OR USING THE SERVICES.  BY USING OUR WEBSITE AND/OR BY EXECUTING A CONTRACT THAT REFERENCES THESE TERMS, YOU AGREE TO THE TERMS HEREOF. IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORIZED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY’S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS HEREUNDER.

IMAGINATION UNLEASHED RESERVES THE RIGHT TO ALTER OR UPDATE THESE TERMS, THE WEBSITE, IU CONTENT AND/OR THE SERVICES AT ANY TIME WITH OR WITHOUT PRIOR NOTICE INCLUDING, WITHOUT LIMITATION, FEATURES, SPECIFICATIONS, CAPABILITIES, FUNCTIONS, OR OTHER CHARACTERISTICS.  IMAGINATION UNLEASHED WILL USE ITS REASONABLE ENDEAVOURS TO NOTIFY YOU OF MATERIAL CHANGES TO THESE TERMS VIA THE WEBSITE. HOWEVER, PLEASE ALSO NOTE THAT IMAGINATION UNLEASHED MAY STOP PROVIDING ACCESS TO OR ASPECTS OF THE WEBSITE AND/OR SERVICES (OR ANY FEATURES WITHIN THE SERVICES) AND IMAGINATION UNLEASHED MAY NOT BE ABLE TO PROVIDE YOU WITH PRIOR NOTICE.  BY CONTINUING TO USE THE SERVICES AFTER ANY SUCH CHANGES, YOU AGREE TO BE BOUND BY SUBSEQUENT CHANGES AND ACKNOWLEDGE THAT IMAGINATION UNLEASHED SHALL HAVE NO LIABILITY TO YOU AS A RESULT OF ANY SUCH CHANGES.  IF YOU DO NOT AGREE WITH ANY CHANGES, YOU MAY TERMINATE THIS AGREEMENT AND CEASE USE OF THE SERVICES.

  1. DEFINITIONS & INTERPRETATION.

  1. The following terms when used in this Agreement have the following meanings:

“Agreement” means together these Terms (as updated from time to time) and any Contract(s) entered into with You.

“Confidential Information” means any and all information disclosed by either party to the other which is marked “confidential” or “proprietary”, or similar designation or which the recipient knows or has reason to know is regarded by the disclosing party as such, including oral information.  “Confidential Information” does not include any information that the receiving party can demonstrate by its written records: (a) was known to it prior to its disclosure hereunder by the disclosing party; (b) is or becomes known through no wrongful act of the receiving party; (c) has been rightfully received from a third party without restriction or disclosure and without breach by such third party of a non-disclosure obligation; (d) is independently developed by the receiving party; (e) has been approved for release by the disclosing party’s prior written authorization; or (f) has been disclosed by court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure;

“Contract” means a statement of work and/or other written agreement between You and IU or its authorized agents made subject to these Terms and which sets out in more detail the services to be provided to You by IU on any specific terms described therein.

“Goods” means any and all materials listed in a Contract which are created or owned by You and which are to be made available to third parties in fulfillment of orders through processing, handling, storage and/or distribution by IU and/or its agents.

“Fees” means all fees relating to any or all of the Services including, without limitation, all fees set forth in a Contract.

“IU Content” means any information, text, graphics, data, profiles, links, or other materials appearing on the Website (collectively referred to as “IU Content”)

“Licensed Channels” means sales and distribution channels for Goods agreed in a Contract.

“Term” means a 12-month term from account creation or such longer period as is agreed period in a Contract during which IU will provide the Services.

“Territory” unless stated otherwise in a Contract, “Territory” means the United States of America.

“You” and “Your” means the individual, corporation or other entity which (i) is using the Website and/or Services; (ii) has entered into a Contract, and/or (iii) is otherwise entitled by IU to use the Services.

1.2 Interpretation.  In the event of any conflict between or among any Contract(s) executed by both You and IU and these Terms, the most recent Contract shall control to the extent of such conflict and all other terms and conditions of each shall continue to remain in full force and effect.

  1. SERVICE TERMS.

2.1 Service Overview.  Imagination Unleashed Entertainment Software Inc. and its affiliates (together “IU”), provide value-added services, including consulting, distribution services and customized professional services (“Services”).  These Terms govern the use of any Services which You order from IU, either by signing up for and creating an account on the Website and/or by entering into a Contract.  Provided You comply at all times with all terms and conditions of this Agreement, IU will during the Term specified in the Contract(s) carry out the Services.  For greater certainty, nothing herein permits You to use the Services without first obtaining any necessary rights (including third party consents) described herein and in any Contract.

2.2 Getting Started.   If you are interested in learning more about IU’s services, please contact us by email at [info@imaginationunleashed.ca].  Sales Channel Revenue Services are provided on a fixed fee basis (see further below).  IU will create a custom quote for the services if you have requested Distribution or Professional Services (see further below under Service Types). To receive a quote, You will be asked to provide certain basic information in order to purchase/use the Services.  This information may include Your name, address, company (if applicable), telephone number, email address, cr. All financial information is held by third party payment providers (eg. Paypal; Amazon Payments) including IU’s payment gateway provider employing industry standard protections Please see further Section 3 (Payment Terms) below for details on the third party payment providers used by IU.  For any personal information held by IU directly, IU will do so in accordance with the terms of its Privacy Policy which You should read carefully.

2.3 Service Types.  The Services include, but are not limited to the following:

  • Sales Channel Revenue Services.  IU will provide assistance and advice on the collection and remittance of revenue to and from You for a variety of sales channels.   IU provides access to infrastructures owned and operated by IU and third party providers.

  • Getting Started: To order Sales Channel Revenue Services You will be required to fill out an online form and send it to IU. The form will require You to provide your full name, date of birth, city and country of residence, and email address.  The email address you provide should be Your primary email address which is secure and which You access regularly.  IU uses your email address as a unique customer identifier and method of communication.  In other words, all correspondence with IU will be directed to that email account and all transfers of accumulated revenues (if any) will be directed to that email account.  IU will keep this information in its databases for management and verification purposes.  After filling out the form you must agree to these Terms and pay the registration fee on the IU Price List for the Term.  IU will then send You an email confirmation that will include details of fees paid, taxes charged, registration date which will be the commencement date for the Term.  Within 48-hrs of receiving a completed form from You with the registration fee, IU will then set up a unique  payment account that it will use for the collection of revenues in relation to Your business activities managed through the Services . The email address for the account will be emailed to You (using the email address provided by you above) so that you may use the account to collect your business revenues.  However, account access details for the payment account like password will not be disclosed to You or any third parties, as the account is directly accessible only by IU. All funds in the account will be held in trust for you.

  • Send Notice: Once you have ordered Sales Channel Revenue Services and you expect to receive a fund transfer from Kickstarter (i.e. to have received notice that your project is funded), you need to notify IU. Sending notice is subject to a fee as set out in the IU Price List. Once notice is received, IU will monitor your payment account once per day for 14 calendar days in order to accept the transfer.  Upon acceptance of the transfer or expiration of the 14 calendar days, IU will send an email confirming the balance of funds in the payment account.

  • Revenue Verification: During the Term You can receive updates on accumulated revenue generated in connection with the Services by filling out a request form.  Balance checks are provided for a fee set out in the IU Price List which will be charged to Your credit card.  The balance details requested will then be emailed to You including the following details: date of request, fee charged, taxes charged, date of balance and revenue balance.

  • Transfer of Accumulated Revenues: During the Term You can request accumulated revenues to be transferred into Your possession at any time.  Transfers are provided for a per instance fee as indicated on the IU price list.  This fee is billed to your credit card.  All transfers will be handled through Paypal, with monies sent to Your email address provided in the “Getting Started” section above. To receive funds, You will have to have/start a Paypal account (see Payment Terms below). Once funds are transferred, details will then be emailed to You, which include the following: revenue accumulated since last transfer (or account opening, whichever is more recent) and fees charged for transfer.

  • Extension of Current Service: Any time in the 3-months before the end of the Term, a 12-month extension of the Term can be purchased.  You will be required to fill out an online form and send it to IU. The form will require You to provide the email address that was provided when services were initially ordered (see “Getting Started” above). IU will keep this information in its databases for management and verification purposes.  After filling out the form You must, again, agree to these Terms and pay the extension fee indicated on IU’s price list for the Term.  IU will then send You an email confirmation that will include details of fees paid, taxes charged, registration date which will be the commencement date for the Term.

  • Closing the Account/End of Service: At the end of the Term, IU will transfer the balance of collected revenues to You, less a deduction to cover IU’s administrative costs (see further: IU price list).  IU will then close Your account. Confirmation of closure will follow by email, which will include revenue accumulated since last transfer (or account opening, whichever is more recent) and fees charged for transfer.

  • Professional Services.  You may retain IU to provide professional services (such as creating customized marketing/access/distribution services for the Territory), all as described in a Contract. If You submit a request for professional services, such order shall not be binding upon IU until accepted by IU.  IU will respond to each such order submitted by You within fifteen (15) business days following receipt thereof.  Once an order has been accepted, it shall be subject to the terms and conditions of this Agreement (such terms superseding any and all pre-printed terms and/or conditions within such order).

  • Distribution Services. If You request distribution services, You will be granting IU a worldwide, royalty-free, non-exclusive, license to perform such acts with respect to the Goods as are reasonable or necessary to provide such services including, the storage and delivery of Goods (based on the type, weight and delivery address) as specified in a Contract.  IU will not ship or sell Goods outside the Territory or the Licensed Channels or knowingly sell the Products to any person who intends to resell same outside the Territory or sell the Products directly to the end-user of the Products. Distributor will not use the Trademarks outside the scope of rights granted to it under this Agreement.

  1. Your Responsibilities.  In addition to any responsibilities set out in a Contract, in using the Services You will be responsible for the following:

  1. Accurate Information.  You are responsible for providing and keeping up to date your contact information with IU.  If You decide to change Your contact details (eg. the email address that IU uses for all correspondence with You), IU may check that the request is legitimate and comes from You by carrying out an authentication process. You acknowledge that IU will have no responsibility or liability for information, payments or materials which do not reach You due to Your incorrect provision of required information and/or any wrong information to IU.   If funds are dependent on third party sources (eg. individual funders of projects on Kickstarter) You acknowledge and agree that IU cannot guarantee such funding and that such funding is subject to the terms and conditions provided by the relevant service providers (eg. Kickstarter).   Goods. You are solely responsible for creating any Goods for distribution (eg. swag for Kickstarter funders) and for all requirements arising out of or in connection with the Goods including, without limitation, ensuring that the Goods meet any legal requirements and do not violate any third party rights.  This means that you are responsible for obtaining all necessary licenses, permissions and consents required to enable all material comprising the Goods if they are to be made available through the Services.  You will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of the content of any Goods.  For greater certainty, IU will only be a conduit for the Goods and will have no obligation to edit, review, monitor or oversee Goods submitted to be distributed via the Services, and IU assumes no responsibility or liability relating thereto. Under no circumstances will IU be liable in any way to any third party for the Goods including, but not limited to, for any errors or omissions in Goods ordered by third parties, or for any loss or damage of any kind incurred as a result of the use of Goods delivered, emailed or otherwise transmitted via the Services.

  1. Sales Channels & Marketing.  You are responsible for promoting the Goods and interacting directly with customers, whether through your own website or through third party sites which will include without limitation, micro-financing sites such as Kickstarter.  IU’s role is limited to providing support in certain elements of order fulfillment as  agreed in a Contract on Your behalf.

  1. Restrictions on Use of the Services. You shall not (a) use, or permit the use of, the Services for an illegal purpose, criminal offence, intellectual property infringement; (b) resell, remarket, transfer or share the Services or receive any charge or other benefit for the use of the Services; attempt to bypass IU’s network, or re-arrange, disconnect, remove, repair or otherwise interfere with any Services or facilities; or (c) remove any proprietary notices, labels, or marks from the IU Content or  modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available through the Services nor use any of the foregoing except for the specific purpose for which such intellectual property is made available to You.  Notwithstanding the generality of the foregoing, if Your use of the Services is specified or restricted in a Contract (including a custom quote or confirmation email), that use is the only use You are to make of the Services unless otherwise agreed with IU.

  1. Compliance. You shall adhere to all applicable state, federal, provincial, local and international laws and treaties in all jurisdictions in which You use the Services, including, without limitation, all end-user, end-use and destination restrictions issued by U.S. and other governments.

  1. PAYMENT TERMS.

  1. Fees.  In consideration of Your rights in and to the Services, You shall timely pay IU in the currency indicated in the Contract the amounts indicated therein.  In the event that a Contract is terminated prior to the end of the Term for any reason other than an uncured material breach by IU, all committed fees for the Term shall become immediately due and owing in full.

  1. Payments & Money Transfers.   Payment of fees and remittances of funding are carried out through PayPal.  It is Your responsibility to verify that PayPal’s services are available in Your jurisdiction.  Please check wwww.paypals.com/worldwide for further information.

  1. Taxes.  You are solely responsible for all applicable sales, use, import or export taxes, duties, fees, value-added taxes, surcharges, tariffs or other amounts attributable to the distribution of Goods under the Contract(s).

  1. Late Fees.  Fees not paid when due shall be subject to a late fee equal to the lesser of one and one half percent (1.5%) of the unpaid balance per month or the highest monthly rate permitted by applicable law. IU may, with or without notice, suspend or terminate access to the Services if You are more than thirty (30) days delinquent in paying any portion of the Fees..

  1. Expenses.  IU reserves the unrestricted right to charge You such reasonable sum for costs incurred by IU in the implementation and operation of the Services not contemplated or provided for in this Agreement; and for increases in any third party or affiliate service charges upon giving thirty (30) days prior written notice.


  1. PROPRIETARY TERMS

4.1 Confidentiality.  Neither party shall use any Confidential Information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorized in writing by the other party.  Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature.  Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it at least as restrictive as those in this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s Confidential Information.  Notwithstanding the foregoing provisions in this Section 4.1, the parties may make disclosures of Confidential Information: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement; (v) in confidence, to auditors, accountants and their advisors; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement.  For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure.  For greater certainty, nothing in this Section 4.1 will diminish a receiving party’s obligations under this Agreement to comply with applicable privacy and personal information protection laws.

4.2 IU Intellectual Property.  IU and its suppliers and licensors own all right, title and interest in and to the Website, the IU Content and the Services (excluding any Goods or other IP provided by You) including associated intellectual property rights under copyright, trade secret, patent, trademark and/or other applicable domestic and international laws. As between You and IU, any and all trademarks that IU uses in connection with the Services are owned by IU and any goodwill associated with the use of such marks shall inure to the benefit of IU. In no event shall the Services be deemed sold or assigned to You. Any and all rights not expressly granted by IU are reserved to IU and its suppliers and licensors.

4.3 Feedback.  IU is not required to accept unsolicited feedback. If You provide any feedback to IU, IU shall have the own all rights to freely use in and to such feedback including to create and any derivative technologies and compilations based on or developed through or by using such feedback. You acknowledge and agree that (a) IU is not subject to any confidentiality obligations in respect to the feedback, (b) the feedback is not Confidential Information or proprietary information of You or any third party and You have all of the necessary rights to disclose the feedback to IU, (c) IU (including all of its successors and assigns and any successors and assigns) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize feedback, and (d) You are not entitled to receive any compensation or re-imbursement of any kind from IU or any of the other users of the Website and/or Services in respect of the feedback.

4.4 Your IP.  To the extent required to provide the Services, You hereby grant IU the right to use any trademarks, trade names, logos, designs, slogans or other names or marks used by You (whether registered or otherwise).  IU will comply with any use guidelines You indicate to IU in connection with IU’s use of Your trademarks.

4.5 Reservation of Rights.  Except for the limited rights set forth in the Agreement, this Agreement does not convey or transfer to either party any ownership, right, title or license, express or implied, in or to any of the other party’s intellectual property rights (including, without limitation, all patents, copyrights, trademarks, trade secrets and other rights in intangibles, and all applications, renewals, extensions and other expressions of any of the foregoing).  Each party reserve all rights in and to its intellectual property not expressly granted to the other party.

 

  1. RISK ALLOCATION TERMS

  1. Disclaimer of Warranties.  IU MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE SUITABILITY FOR YOUR PURPOSES OF THE SERVICES OR IU CONTENT, THAT THE USE OF THE SERVICES SHALL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICES SHALL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD PARTY TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. THE SERVICES AND ANY IU CONTENT ARE PROVIDED “AS IS” AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE SERVICES MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS AND IU IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, MISDELIVERY, UNTIMELY DELIVERY, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND IU’S REASONABLE CONTROL. YOU UNDERSTAND AND AGREE THAT ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH CONTENT OR OTHER MATERIAL.

  1. Indemnification.  You shall defend, indemnify and hold harmless IU and its suppliers, licensors, partners, and resellers and their respective officers, employees, licensors, agents, and affiliates, and all successors in interest to the foregoing, from and against any and all third party claims, damages, costs and expenses (including reasonable attorneys’ fees and litigation expenses) relating to, arising out of, or in connection with the Goods and/or Your use (which includes use by Your employees, agents, customers, and users) of the Services otherwise than permitted herein.

  1. LIMITATION OF LIABILITY.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL IU OR ITS SUPPLIERS, RESELLERS, PARTNERS, OR LICENSORS OR ANY OF THEIR SUCCESSORS IN INTEREST BE LIABLE TO YOU OR ANY THIRD PARTY BASED ON YOUR OR THAT THIRD PARTY’S USE OR MISUSE OF AND/OR RELIANCE ON THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IU BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THESE TERMS OR THE USE OF OR INABILITY TO USE THE SERVICES EVEN IF IU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR EXCLUSIVE REMEDY AND IU’S TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THE SERVICES, THE CONTRACT(S) AND/OR THESE TERMS FOR ANY REASON SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY YOU FOR USE OF THE SERVICES UP TO A MAXIMUM OF THE FULL SUM YOU PAID TO IU FOR USE OF THE SERVICES IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM.

SOME JURISDICTIONS, TO THE EXTENT THEIR LAW MIGHT BE DEEMED TO APPLY NOTWITHSTANDING THE SELECTION OF ONTARIO LAW AS DESCRIBED BELOW, DO NOT ALLOW LIMITATION OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

 

  1. GENERAL TERMS

  1. Term and Termination.  This Agreement will expire automatically at the end of the Term unless terminated sooner in accordance with this Section 6.  You may terminate this Agreement by notifying IU in writing (including by email) at any time by providing thirty (30) days prior notice. Upon the termination of the Agreement for any reason, You shall immediately discontinue all use of the Services and IU is not obligated to provide you with any further services but will return any Goods or other materials owed to You or owned by You in IU’s possession.  Each party shall return any Confidential Information of the other party on termination.  You may suspend or terminate a Contract if IU materially breaches a term or condition of the Contract and such breach has not been cured within twenty (20) days of written notice by providing IU with written notice of such suspension or termination, provided however that all Fees that were incurred prior to the date of termination shall be immediately due and payable upon termination. IU may in its sole discretion terminate or suspend performance of the Services: (a) should You fail to comply with a term or condition of the Agreement ; (b) based on any conduct that IU believes is or may be directly or indirectly harmful to other users, to IU or its suppliers (including their respective systems and/or the Services); (c) based on any conduct that IU reasonably believes may be a violation of law, third party rights, or repeated breaches thereof; and/or (d) in the event of any legal restriction imposed on You, IU, and/or its suppliers with respect to provision of the Services. IU’s right to suspend or terminate Services as set forth in this Section shall not absolve You of any payment or indemnification obligations described herein or diminish any other remedy available to IU or its partners/suppliers/resellers.

  1. Effect of Termination.  All terms and conditions set forth herein that should by their nature survive termination (including without limitation all provisions relating to payment, intellectual property, ownership, and indemnification) in order to be given full effect shall continue in full force and effect after any expiration or termination of the Contract(s).

  1. Publicity and Marketing.   Neither You nor IU will issue any press releases or make public statements relating to any purchase order, order form, or similar contract between You and IU nor the relationship between You and IU without the other party’s prior written approval, which shall not be unreasonably withheld. However, IU shall be permitted to list You as a customer and use Your standard logo for IU’s promotional and marketing use.

  1. Governing Law; Dispute Resolution.  You understand and agree that this Agreement shall be governed by the laws of the Province of Ontario, without regard to conflict of law provisions. If a dispute does arise between You and IU, IU’s goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, any action, claim or controversy at law or equity (a “Claim”) that arises out of Your use of the Website, the IU Content or the Services, under the Agreement or the parties’ relationship in will be resolved in accordance with this section of the Terms. Before resorting to litigation, we strongly encourage You to first contact us directly to seek a resolution, since most customer concerns can be resolved quickly and satisfactorily in this manner.  All Claims You bring against IU must be brought in the courts of the Province of Ontario, Canada courts and each party irrevocably submits to such exclusive jurisdiction and venue.

  1. Subcontractors.  IU may subcontract the performance of the Services, or any part thereof.

  1. No Third Party Beneficiaries; Enurement.  There are no third party beneficiaries to this Agreement. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

  1. Further Assurances. Each party will from time to time and at all times do such further acts and execute and deliver such further documents as may be reasonably required in order to evidence, carry out and give full effect to the terms, conditions, intent and meaning of this Agreement.

  1. Severability.  If any provision of this Agreement is held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances.

  1. Independent Contractors.  You and IU are independent contractors, no joint venture, partnership, employment, agency or exclusive relationship exists between You and IU as a result of this Agreement or Your use of the Services as authorized hereunder.

  1. Waivers.  All waivers must be made in writing and the failure of either party to enforce any right or provision in a Contract or in these Terms shall not constitute a waiver of such right or provision. Any waiver on one occasion shall not imply or constitute a waiver on any other occasion.

  1. Force Majeure.  IU shall not be responsible for any failure to perform, or delay in performing any of its obligations under this Agreement to the extent that such a failure or delay results from force majeure causes beyond its control, such as acts of God or of the public enemy, acts of the government in its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, freight embargoes, strikes, civil commotion, unavailability due to third party providers or the like.

  1. Assignments & Transfers.  You may not transfer or assign these Terms or any rights or obligations hereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of IU and any such assignment shall be null and void from the beginning. These Terms shall inure to the benefit of and be binding upon IU’s or Your respective permitted successors and assigns.

  1. Entire Agreement.  These Terms, our Privacy Policy and any Contracts entered into with You are the complete and exclusive agreement between You and IU with respect to its subject matter; provided, however, that if You accept or enter into a Contract or some other written agreement with IU or its authorized agents (including its resellers) that expressly incorporates these Terms by reference, then these Terms shall be subject to such other agreement as set forth therein.

If You have any questions about these Terms or if You wish to provide any feedback with respect to the Services, please contact us at: info@imaginationunleashed.ca.

Imagination Unleashed Entertainment Software Inc. © 2012

Last Updated: April 2012