These Terms of Services (the “Terms”) apply to your use of the Services and constitute a legal agreement between you, the individual or entity identified in an Order Form (the "Subscriber", "you") and DesignStripe Software Inc. ("designstripe"; "us", "we"). Please read these Terms carefully as they contain your rights and obligations when you use the Services.
These Terms are effective upon your acceptance and remain in full force for as long as you are using the Services. For clarity, the Terms end at the termination of the Subscription Plan, or at the time at which you delete your account, whichever comes later.
You agree and understand that the Services are intended for use by professionals or as part of your trade and are not intended for use for domestic or consumer purposes. You agree and understand that these Terms are applicable, and that consumer protection law is not applicable to them. If you are a consumer, you agree either not to use these Services, or to use them at your own risk.
If you are entering into these Terms on behalf of an entity, such as your employer or your own business, you represent and warrant that you are authorized to do so.
You also represent and warrant that you are over the age of 14. Our Services are not designed for those under this age, and we reserve the right to delete any accounts and data relating to such individuals upon being notified of such accounts and data, in accordance with any applicable laws.
The Services are not intended for any high-risk activities, such as activities which can lead to risk of death, personal injury or environmental damages. We do not allow any such use of our Services.
To understand these Terms, it is important that you refer to the definitions below. If a term is not defined herein, it is defined elsewhere in the Terms.
Parts or all of the Services may be provided and indicated as Beta Services. This means that we are still working on it. There may be some bugs, and we may also ask for feedback. If you share any feedback with us, as part of the Beta Services or otherwise, you agree that we own all rights, titles and interests in such feedback to the extent that they relate to the Services, you assign to us or waive any moral rights, and where applicable, we accept this assignment.
You agree that the Beta Services are provided "as is" and "as available", which means that we disclaim any and all warranties, and that we do not take responsibility for damages resulting from your use, except if we are required to under the law. The Subscriber agrees and understands that the Beta Services are provided at the Subscriber's own risks.
The Beta Services may be provided without Fee, or for a reduced pricing. If you are accessing the Beta Services, you are accessing it for as long as we decide, regardless of any Subscription Plan, and we may end the Beta Services upon written notice.
Once the Beta Services are completed and the concerned Project Services are ready to be fully deployed, we will provide you with a notice and offer you an upgrade to a Subscription Plan. We may modify the Services at any time as part of the Beta Services to adjust to the feedback that we receive, and this modification shall not be considered a modification of these Terms. Prior to purchasing a Subscription Plan, you will be required to accept the Terms once more. You agree and understand that we may change the Terms in the meantime, and that the Terms applicable at that moment may differ.
With regards to Beta Services, this section shall have precedence over the remaining Terms in case of conflict.
The Services may be provided under different subscription plans, such as month-to-month or on an annual basis, as set forth on an Order Form (the "Subscription Plans"). The Subscription Plans may be subject to additional terms and conditions, which may include specific payment terms and termination rights (the "Additional Terms"). In case of a conflict between the Additional Terms and these Terms, the Additional Terms will prevail.
If you pay for the Fees with your credit card, you hereby authorize us to debit such amount on your credit card in accordance with these Terms and any Additional Terms. If a payment is refused for any reason, we will provide you with a notice in order to change your financial information. If your financial information has not been changed after 15 days, we may decide to suspend access to your account, and you may not be able to retrieve the Outcomes or the Subscriber Material from your account for as long as it is suspended. If we do not receive the Fees within 60 days, you agree that we may delete your account and any Outputs and Subscriber Materials associated therewith. You agree that if you subscribe to a month-to-month Subscription Plan, we will charge the Fees on your credit card for each month until you cancel.
The Fees are not reimbursable or cancellable, unless we decide otherwise, or if the law requires that we reimburse or cancel any Fees. If the Fees are rightfully disputed, we will send you another invoice with the corrected Fees and provide you with a credit for your subsequent invoices, but we will not provide you with reimbursement of the Fees unless we are required to do so by the law.
You agree to keep your credentials confidential, and not to share your account with anyone, including through the use of time-sharing services, networks or other means of sharing accounts. You understand that generic accounts are not authorized. Each user must register as a Subscriber and accept these Terms. We reserve our rights to suspend your account if you share it, and to terminate your access without reimbursement.
If your account is compromised, please change your credentials as soon as possible and inform us so that we may take any required action. You are solely responsible for any actions performed through your accounts, and we are not responsible for any damages resulting from compromised accounts.
During the Subscription Plan, and in accordance with the Terms (including any Additional Terms, as defined below), we grant you the right to access and use the Services. We may suspend this right as set forth in these Terms.
During the Subscription Plan, and in accordance with the Terms (including any Additional Terms, as defined below), we grant you a non-exclusive, revocable (but only in accordance with these Terms), worldwide, non-sublicensable and non-transferable right to:
The Creative Materials may be used for commercial purposes, but are subject to the following limitations and restrictions, in addition to any other restrictions set forth herein:
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Except for the Subscriber Material and Outputs, the Services, Creative Materials and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all Intellectual Property Rights thereto (the "designstripe Content"), are the exclusive property of designstripe and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the designstripe Content. Use of the designstripe Content for any purpose not expressly permitted by these Terms is not permitted.
You own all the rights, titles and interests in your Outputs (subject to the Integrated Materials which are licensed to you, and not sold to you, in accordance with these Terms). As between you and us, you also own all rights, titles and interests in the Subscriber Materials.
When you use our Services, including our Beta Services, we expect you to follow the housekeeping rules set forth below.
We take the respect of these rules seriously, and we may monitor the Services, including your use of them, to ensure compliance. If we become aware that you are in breach of these housekeeping rules, we may suspend your account immediately with or without prior notice to you. If we suspend your account prior to any notice, we will only do so as required to protect important interests, such as other clients and our technologies. We will maintain suspension to the minimum required to ensure the security of our Services and protect our legal interests. As soon as possible, we will re-activate your account, or if we confirm that you are in material breach of these Terms, we may suspend and delete your account upon written notice.
We will allow you the opportunity to present any observations prior to deleting your account or to suppressing your Subscriber Materials or Outputs.
When you use our Services, we make available to you Creative Materials. We guarantee to you that you may use the Creative Materials in accordance with these Terms. If we are in breach of this warranty, we will replace the Creative Materials with substantially similar ones at no fee to you, even if you are no longer a user of our Services. You may reach out to us at support@designstripe.com to claim your warranty. Except for an IP Infringement Claim, as set forth below, you agree that this is your sole remedy, and you waive any right to participate in a class action lawsuit in relation to any Creative Materials.
We also guarantee that we will perform the Services in a professional manner and in accordance with reasonable standards. If we breach this warranty, we will reimburse you for the Fees without undue delays, and you agree that this will be our only liability to you, and you waive any right to participate in a class action lawsuit in relation to a breach of this warranty.
You agree and understand that content contained in Creative Materials may not always be accurate, and that we are not responsible for the accuracy, completeness, or reliability of this content. Before utilizing or sharing Outputs, you should independently verify them for accuracy and appropriateness. Any views or references to third-party products or services within the Outputs do not indicate our endorsement or affiliation with them.
You agree and understand that we do not control the Subscriber Materials, and that we have no liability whatsoever for the Subscriber Materials which you upload to the Services or submit to the Services for scraping. By using our services, you confirm that you legally own or have permission to provide the website URL that you're submitting for scraping by our application. This includes all content such as text, images, fonts, and other files. You accept sole responsibility for adhering to all rights, obligations, laws, and regulations related to using this content.
The Services are not intended as storage for your Outputs or Subscriber Materials, and you are responsible for making all required copies locally or as indicated by your organization. We are not responsible for the loss of Outputs or Subscriber Materials. If you decide to post, share or otherwise make available any Outputs or Subscriber Materials through the Services, including through the use of third-party integration platforms such as Facebook, Instagram and other services, applications or technologies which we make available through the Services (the "External Services"), you agree and understand that we are not responsible for any of the consequences of posting, publishing or printing such Outputs or Subscriber Materials.
We only provide the technologies, services and applications which allow you to access the External Services (the "APIs"), but we have no liability whatsoever for the External Services, or your use thereof. The External Services are subject to their own terms and conditions and may require additional fees or the creation of an account. You understand that you may not be able to use all External Services, and that we have no responsibility for the availability of the External Services.
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, DESIGNSTRIPE SOFTWARE INC’S WARRANTIES AND REMEDIES ARE EXPRESSLY SET FORTH IN THESE TERMS, AND ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE CREATIVE MATERIALS, THE SERVICES, ANY DOCUMENTATION AND INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE".
None of the exclusion of liabilities and disclaimers are applicable where the law specifically prohibits such exclusions. In the province of Québec, Canada, we may not limit our liability for bodily harm, moral harm, our intentional or gross faults, and therefore, any limitation of liabilities or disclaimers set forth in these Terms are not applicable in these circumstances, unless these Terms are interpreted under another law, for any reasons whatsoever.
In addition to any other applicable indemnities under the Terms, you agree to defend, indemnify and hold us, and our affiliates, employees, directors, shareholders and officers, harmless from any damages, claims, fines, penalties, expenses and costs (including reasonable lawyers fees) (the "Losses") resulting from:
This indemnity will only apply to the extent that the Losses are attributable to your acts or omissions, or circumstances for which you are liable under the law or these Terms. We may request to conduct our own defense, in which case, you agree to pay for such defense and the Losses as set forth herein.
Our aggregate responsibility to you under these Terms, and any Additional Terms, including for any Losses resulting from the use of the Services, is limited to the Fees that you paid to us in the last twelve (12) months for your use of the Services, or five hundred Canadian dollars ($500), whichever is higher. This limitation of liability does not apply:
For avoidance of doubt, the following type of damages are not applicable to these Terms, or are considered indirect damages for which we are not liable under these Terms, and as set forth in applicable laws: loss of data, special or consequential damages, notification costs, loss of opportunities, loss of goodwill, loss of profits, or reputational damages.
We agree to indemnify, hold you harmless and defend you for an IP Infringement Claim to the extent that we are responsible for the Losses, and that you provide us with a prompt notice of such claim. Our maximum liability for an IP Infringement Claim will be limited to five thousand Canadian dollars ($5,000), subject to the provisions of these Terms, including the foregoing.
We may modify the Terms to cover new functionalities, new legislative requirements or as required. When we do so, we will provide you with a prior written notice. If you continue to use the Services after this notice, or if you otherwise accept or agree to the latest version of these Terms, the modifications will be applicable to you. If you do not agree with the modifications to the Terms, you may terminate your use of the Services, and we will not charge you for subsequent payments, where applicable. The latest date at which we updated the Terms is set forth above. If you would like a copy of previous versions of the Terms, you may reach out to us at support@designstripe.com.
We may change the Services, including by ending Beta Services. We will not change the Services in a manner that materially and adversely diminishes the functionalities and performance of the Services without notifying you, nor will we alter adversely, in a material respect, the security of our Services (each an "Adverse Material Change"). In case of an Adverse Material Change, we will provide you with a 5-day prior notice, and you may decide to terminate your Subscription Plan with us, in which case, we will not invoice you for any subsequent payments.
Our policy is to deploy commercially reasonable efforts to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify us by e-mail at support@designstripe.com, and provide us with sufficient details to process the complaint, and as set forth in the law.
Under applicable laws, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
By providing your email address, you agree and understand that we may send you announcements, newsletters, and marketing or promotional materials related to the Services from time to time. You can unsubscribe from any or all of these at any time directly in the emails or by contacting us.
These Terms, including their interpretation and effect, are governed by the laws applicable in the Province of Québec, Canada, without regard to its conflict of law provisions. The Parties hereby agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Montreal, Québec, in respect to any claim, proceeding or action relating to or otherwise arising out of these Terms.
Neither party shall be responsible if it cannot perform an obligation under these Terms or an Additional Term, or if it is delayed in the performance of this obligation, if it could not reasonably prevent such breach with diligent measures or reasonable foresight, and which is reasonably unexpected, such as a government order, a pandemic, an epidemic, a fire, an earthquake, a zero-day attack or a distributed denial-of-service attack (a" Force Majeure"). A Force Majeure does not apply to a financial obligation, such as the payment of the Fees.
Except as expressly provided herein, you may not assign or transfer any of your rights or obligations under these Terms, except if we consent in writing, and we may withhold this consent at our reasonable discretion. We may assign these Terms with or without notice to you. Any authorized assignee and successor is bound by the Terms, and any attempt to assign or transfer part or part of these Terms without rights is null and void.
The Terms, along with any Additional Terms, each of which is incorporated herein by reference, constitute the entire agreement between the parties relating to the subject matter hereof and supersedes any prior agreement or understandings between them. There are no other agreements, representations, warranties, promises, covenants, commitments, or undertakings by either party other than those expressly set forth in the Terms.
The Parties have expressly requested that these Terms and the related documents be drawn up in English and that all modifications thereof can be made in this language. Les parties ont demandé expressément que les Conditions d'utilisation et les documents afférents soient rédigés en anglais et que les modifications à ceux-ci soient également dans cette langue.
The parties are independent contractors and nothing herein contained will be construed as creating any relationship of employer/employee, partnership, agency (except to the extent specifically provided herein), joint venture, or otherwise between the parties hereto, nor will these Project Terms be construed as conferring on any party any express or implied right, power, or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of any other party.
These Terms of Services (the “Terms”) apply to your use of the Services and constitute a legal agreement between you, the individual or entity identified in an Order Form (the "Subscriber", "you") and DesignStripe Software Inc. ("designstripe"; "us", "we"). Please read these Terms carefully as they contain your rights and obligations when you use the Services.
These Terms are effective upon your acceptance and remain in full force for as long as you are using the Services. For clarity, the Terms end at the termination of the Subscription Plan, or at the time at which you delete your account, whichever comes later.
You agree and understand that the Services are intended for use by professionals or as part of your trade and are not intended for use for domestic or consumer purposes. You agree and understand that these Terms are applicable, and that consumer protection law is not applicable to them. If you are a consumer, you agree either not to use these Services, or to use them at your own risk.
If you are entering into these Terms on behalf of an entity, such as your employer or your own business, you represent and warrant that you are authorized to do so.
You also represent and warrant that you are over the age of 14. Our Services are not designed for those under this age, and we reserve the right to delete any accounts and data relating to such individuals upon being notified of such accounts and data, in accordance with any applicable laws.
The Services are not intended for any high-risk activities, such as activities which can lead to risk of death, personal injury or environmental damages. We do not allow any such use of our Services.
To understand these Terms, it is important that you refer to the definitions below. If a term is not defined herein, it is defined elsewhere in the Terms.
Parts or all of the Services may be provided and indicated as Beta Services. This means that we are still working on it. There may be some bugs, and we may also ask for feedback. If you share any feedback with us, as part of the Beta Services or otherwise, you agree that we own all rights, titles and interests in such feedback to the extent that they relate to the Services, you assign to us or waive any moral rights, and where applicable, we accept this assignment.
You agree that the Beta Services are provided "as is" and "as available", which means that we disclaim any and all warranties, and that we do not take responsibility for damages resulting from your use, except if we are required to under the law. The Subscriber agrees and understands that the Beta Services are provided at the Subscriber's own risks.
The Beta Services may be provided without Fee, or for a reduced pricing. If you are accessing the Beta Services, you are accessing it for as long as we decide, regardless of any Subscription Plan, and we may end the Beta Services upon written notice.
Once the Beta Services are completed and the concerned Project Services are ready to be fully deployed, we will provide you with a notice and offer you an upgrade to a Subscription Plan. We may modify the Services at any time as part of the Beta Services to adjust to the feedback that we receive, and this modification shall not be considered a modification of these Terms. Prior to purchasing a Subscription Plan, you will be required to accept the Terms once more. You agree and understand that we may change the Terms in the meantime, and that the Terms applicable at that moment may differ.
With regards to Beta Services, this section shall have precedence over the remaining Terms in case of conflict.
The Services may be provided under different subscription plans, such as month-to-month or on an annual basis, as set forth on an Order Form (the "Subscription Plans"). The Subscription Plans may be subject to additional terms and conditions, which may include specific payment terms and termination rights (the "Additional Terms"). In case of a conflict between the Additional Terms and these Terms, the Additional Terms will prevail.
If you pay for the Fees with your credit card, you hereby authorize us to debit such amount on your credit card in accordance with these Terms and any Additional Terms. If a payment is refused for any reason, we will provide you with a notice in order to change your financial information. If your financial information has not been changed after 15 days, we may decide to suspend access to your account, and you may not be able to retrieve the Outcomes or the Subscriber Material from your account for as long as it is suspended. If we do not receive the Fees within 60 days, you agree that we may delete your account and any Outputs and Subscriber Materials associated therewith. You agree that if you subscribe to a month-to-month Subscription Plan, we will charge the Fees on your credit card for each month until you cancel.
The Fees are not reimbursable or cancellable, unless we decide otherwise, or if the law requires that we reimburse or cancel any Fees. If the Fees are rightfully disputed, we will send you another invoice with the corrected Fees and provide you with a credit for your subsequent invoices, but we will not provide you with reimbursement of the Fees unless we are required to do so by the law.
You agree to keep your credentials confidential, and not to share your account with anyone, including through the use of time-sharing services, networks or other means of sharing accounts. You understand that generic accounts are not authorized. Each user must register as a Subscriber and accept these Terms. We reserve our rights to suspend your account if you share it, and to terminate your access without reimbursement.
If your account is compromised, please change your credentials as soon as possible and inform us so that we may take any required action. You are solely responsible for any actions performed through your accounts, and we are not responsible for any damages resulting from compromised accounts.
During the Subscription Plan, and in accordance with the Terms (including any Additional Terms, as defined below), we grant you the right to access and use the Services. We may suspend this right as set forth in these Terms.
During the Subscription Plan, and in accordance with the Terms (including any Additional Terms, as defined below), we grant you a non-exclusive, revocable (but only in accordance with these Terms), worldwide, non-sublicensable and non-transferable right to:
The Design Materials may be used for commercial purposes, but are subject to the following limitations and restrictions, in addition to any other restrictions set forth herein:
When you use our Services, including our Beta Services, we expect you to follow the housekeeping rules set forth below.
We take the respect of these rules seriously, and we may monitor the Services, including your use of them, to ensure compliance. If we become aware that you are in breach of these housekeeping rules, we may suspend your account immediately with or without prior notice to you. If we suspend your account prior to any notice, we will only do so as required to protect important interests, such as other clients and our technologies. We will maintain suspension to the minimum required to ensure the security of our Services and protect our legal interests. As soon as possible, we will re-activate your account, or if we confirm that you are in material breach of these Terms, we may suspend and delete your account upon written notice.
We will allow you the opportunity to present any observations prior to deleting your account or to suppressing your Subscriber Materials or Outputs.
When you use our Services, we make available to you Design Materials. We guarantee to you that you may use the Design Materials in accordance with these Terms. If we are in breach of this warranty, we will replace the Design Materials with substantially similar ones at no fee to you, even if you are no longer a user of our Services. You may reach out to us at support@designstripe.com to claim your warranty. Except for an IP Infringement Claim, as set forth below, you agree that this is your sole remedy, and you waive any right to participate in a class action lawsuit in relation to any Design Materials.
We also guarantee that we will perform the Services in a professional manner and in accordance with reasonable standards. If we breach this warranty, we will reimburse you for the Fees without undue delays, and you agree that this will be our only liability to you, and you waive any right to participate in a class action lawsuit in relation to a breach of this warranty.
You agree and understand that we do not control the Subscriber Materials, and that we have no liability whatsoever for the Subscriber Materials which you upload to the Services. The Services are not intended as storage for your Outputs or Subscriber Materials, and you are responsible for making all required copies locally or as indicated by your organization. We are not responsible for the loss of Outputs or Subscriber Materials. If you decide to post, share or otherwise make available any Outputs or Subscriber Materials through the Services, including through the use of third-party integration platforms such as Facebook, Instagram and other services, applications or technologies which we make available through the Services (the "External Services"), you agree and understand that we are not responsible for any of the consequences of posting, publishing or printing such Outputs or Subscriber Materials.
We only provide the technologies, services and applications which allow you to access the External Services (the "APIs"), but we have no liability whatsoever for the External Services, or your use thereof. The External Services are subject to their own terms and conditions and may require additional fees or the creation of an account. You understand that you may not be able to use all External Services, and that we have no responsibility for the availability of the External Services.
TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, DESIGNSTRIPE SOFTWARE INC’S WARRANTIES AND REMEDIES ARE EXPRESSLY SET FORTH IN THESE TERMS, AND ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE DESIGN MATERIALS, THE SERVICES, ANY DOCUMENTATION AND INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE".
None of the exclusion of liabilities and disclaimers are applicable where the law specifically prohibits such exclusions. In the province of Québec, Canada, we may not limit our liability for bodily harm, moral harm, our intentional or gross faults, and therefore, any limitation of liabilities or disclaimers set forth in these Terms are not applicable in these circumstances, unless these Terms are interpreted under another law, for any reasons whatsoever.
In addition to any other applicable indemnities under the Terms, you agree to defend, indemnify and hold us, and our affiliates, employees, directors, shareholders and officers, harmless from any damages, claims, fines, penalties, expenses and costs (including reasonable lawyers fees) (the "Losses") resulting from:
This indemnity will only apply to the extent that the Losses are attributable to your acts or omissions, or circumstances for which you are liable under the law or these Terms. We may request to conduct our own defense, in which case, you agree to pay for such defense and the Losses as set forth herein.
Our aggregate responsibility to you under these Terms, and any Additional Terms, including for any Losses resulting from the use of the Services, is limited to the Fees that you paid to us in the last twelve (12) months for your use of the Services, or five hundred Canadian dollars ($500), whichever is higher. This limitation of liability does not apply:
For avoidance of doubt, the following type of damages are not applicable to these Terms, or are considered indirect damages for which we are not liable under these Terms, and as set forth in applicable laws: loss of data, special or consequential damages, notification costs, loss of opportunities, loss of goodwill, loss of profits, or reputational damages.
We agree to indemnify, hold you harmless and defend you for an IP Infringement Claim to the extent that we are responsible for the Losses, and that you provide us with a prompt notice of such claim. Our maximum liability for an IP Infringement Claim will be limited to five thousand Canadian dollars ($5,000), subject to the provisions of these Terms, including the foregoing.
We may modify the Terms to cover new functionalities, new legislative requirements or as required. When we do so, we will provide you with a prior written notice. If you continue to use the Services after this notice, or if you otherwise accept or agree to the latest version of these Terms, the modifications will be applicable to you. If you do not agree with the modifications to the Terms, you may terminate your use of the Services, and we will not charge you for subsequent payments, where applicable. The latest date at which we updated the Terms is set forth above. If you would like a copy of previous versions of the Terms, you may reach out to us at support@designstripe.com.
We may change the Services, including by ending Beta Services. We will not change the Services in a manner that materially and adversely diminishes the functionalities and performance of the Services without notifying you, nor will we alter adversely, in a material respect, the security of our Services (each an "Adverse Material Change"). In case of an Adverse Material Change, we will provide you with a 5-day prior notice, and you may decide to terminate your Subscription Plan with us, in which case, we will not invoice you for any subsequent payments.
By providing your email address, you agree and understand that we may send you announcements, newsletters, and marketing or promotional materials related to the Services from time to time. You can unsubscribe from any or all of these at any time directly in the emails or by contacting us.
These Terms, including their interpretation and effect, are governed by the laws applicable in the Province of Québec, Canada, without regard to its conflict of law provisions. The Parties hereby agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Montreal, Québec, in respect to any claim, proceeding or action relating to or otherwise arising out of these Terms.
Neither party shall be responsible if it cannot perform an obligation under these Terms or an Additional Term, or if it is delayed in the performance of this obligation, if it could not reasonably prevent such breach with diligent measures or reasonable foresight, and which is reasonably unexpected, such as a government order, a pandemic, an epidemic, a fire, an earthquake, a zero-day attack or a distributed denial-of-service attack (a" Force Majeure"). A Force Majeure does not apply to a financial obligation, such as the payment of the Fees.
Except as expressly provided herein, you may not assign or transfer any of your rights or obligations under these Terms, except if we consent in writing, and we may withhold this consent at our reasonable discretion. We may assign these Terms with or without notice to you. Any authorized assignee and successor is bound by the Terms, and any attempt to assign or transfer part or part of these Terms without rights is null and void.
The Terms, along with any Additional Terms, each of which is incorporated herein by reference, constitute the entire agreement between the parties relating to the subject matter hereof and supersedes any prior agreement or understandings between them. There are no other agreements, representations, warranties, promises, covenants, commitments, or undertakings by either party other than those expressly set forth in the Terms.
The Parties have expressly requested that these Terms and the related documents be drawn up in English and that all modifications thereof can be made in this language. Les parties ont demandé expressément que les Conditions d'utilisation et les documents afférents soient rédigés en anglais et que les modifications à ceux-ci soient également dans cette langue.
The parties are independent contractors and nothing herein contained will be construed as creating any relationship of employer/employee, partnership, agency (except to the extent specifically provided herein), joint venture, or otherwise between the parties hereto, nor will these Project Terms be construed as conferring on any party any express or implied right, power, or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of any other party.
