Effective as of 15 Jun 2023
) is a legally binding agreement between you and DMY Media Inc. (
). This Agreement governs your use of: (a) the Deckible website, located at https://www.deckible.com/ (the “Site”); (b) the Deckible application for mobile devices and other supported devices (the
); and (c) all other services provided by Deckible (the Site, App, and all other services provided by Deckible, the
). This Agreement also governs your use of products and services you receive through the Services.
By using the services, by downloading, installing, or using the App, or by clicking the “Join” button to create an Account (defined below) or otherwise indicating your acceptance of this agreement, you: (a) accept this Agreement and agree that you are legally bound by its terms.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE THE SERVICES.
Age. The Services are intended for and directed to persons who are at least the older of 13 years of age.
If you are under the age of 18, you represent that you have your parent or guardian’s permission to use the Services. Please have them read this Agreement with you. If you are a parent or legal guardian of a user under the age of 18, by allowing your child to use the Services, you are subject to the terms of this Agreement and responsible for your child’s activity on the Services.
Modifications to the Agreement. We reserve the right in our in our sole discretion to revise and update this Agreement from time to time by posting the modified version on the Services or by emailing you at the email address we have on file for your Account. Any and all such modifications are effective immediately upon posting and apply to all continued use of the Services. You agree to periodically review this Agreement in order to be aware of any such modifications and your continued use of the Services constitutes your acceptance of such modifications. If you do not wish to continue using the Services under the modified terms, you may terminate this Agreement in the manner described in Section 17.
Additional Terms. We may supplement this Agreement with additional written terms (
) relating to specific content or services made available or supplied by us. You will have the opportunity to review these Additional Terms before accepting them. If you reject Additional Terms, certain content or services may not be available to you. Any Additional Terms will govern to the extent of any conflict or inconsistency with this Agreement.
Modifications to the Services. The Services, including its functionalities, features, pricing, information, and materials, may be changed, withdrawn or terminated by Deckible at any time in Deckible’s sole discretion without notice. We will not be liable if for any reason all or any part of the Services is restricted to users or unavailable at any time or for any period.
2. THE SERVICES
Description. The Services provide an online marketplace through which you can purchase digital card decks created by diverse content creators, in categories including health and wellness, mindfulness, spirituality, personal development, and more. Such digital card decks may incorporate graphics, photos, text, branding (including trade names, trademarks, service marks, or logos), interactive features, audio and video, and other materials (
Use of Services Conditional. Your use of the Services is subject to and conditional upon your compliance with this Agreement.
3. REGISTRATION AND ACCOUNT OBLIGATIONS
Account Registration. To use certain functionalities and features of the Services, you must first complete the registration process to create an account (
) using your email address, and by selecting and registering a password (collectively,
Responsibility for Account. Deckible may act upon any communication that is given through your Account or by using your Credentials. Deckible is not required to verify the actual identity or authority of a person using your Account or Credentials, but Deckible may in its discretion at any time require verification of the identity of a person seeking to access your Account and may deny access to and use of your Account if Deckible is not satisfied with the verification. If Deckible, in its discretion, considers your Account or Credentials to be unsecure or to have been used inappropriately, then Deckible may immediately cancel the Account or Credentials without any notice to you. You may be required to change your Credentials from time to time.
Your Account and Credentials are specific to you and may not be shared with or transferred to any other person. You are solely responsible and liable for maintaining the confidentiality of your Credentials and you will be held responsible and liable for any harm caused by disclosing or resulting from any unauthorized use of your Credentials. You will not permit any other person to use your Account or Credentials, and you will immediately notify Deckible if you know or suspect that your Account or Credentials have been used by any other person.
Suspension or Deletion of Account. Deckible may at any time and from time to time, suspend or delete your Account, password, or other identifier used by you, for any or no reason, including for any violation of any provision of this Agreement.
4. USE OF THE SERVICES
Acceptable Use. You shall not, and shall not permit any other person to, use the Services, your Account, or any Content except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, you shall not, except as this Agreement expressly permits:
transfer cached copied of the Content from the device in which the App is installed on to any other device;
access or use Content through any software or means other than the Services;
make available any of the Services or Content to any person, freely or for a fee, except as expressly provided for in this Agreement;
reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or Content, or any part thereof;
bypass or breach any security device or protection used by the Services or Content;
use the Services for the purposes of competitive analysis of the Services;
use the Services to develop a competing product or service, to build a product or service using similar ideas, features, functions or graphics of the Services, or to copy any ideas, information, features, functions or graphics of the Services;
damage or otherwise impede or harm in any manner the Services or Deckible’s provision of services to any third party, in whole or in part;
remove, delete, alter or obscure any intellectual property or proprietary rights notices from the Services or Content, including copies of them;
access or use the Services or Content in any manner or for any purpose that infringes, misappropriates or otherwise violates any intellectual property right, privacy right, or other right of any third party, or that violates any applicable Law;
otherwise access or use the Services or Content beyond the scope of the authorization granted under this Agreement;
use or access, or attempt to use or access, any account on the Services which is not your Account; and
take any action that would damage, harm, or diminish Deckible’s or the Services’ reputation, goodwill, or public image.
Responsibility for Use of Services. You are responsible and liable for all of your uses of the Services and Content. Specifically, and without limiting the generality of the foregoing, you are responsible and liable for all actions with respect to the Services or Content by you or by any other Person to whom you might provide access to or use of the Services or Content, whether such access or use is permitted by or in violation of this Agreement.
Loss of Access. We reserve the right to prevent or suspend your use of the Services if you do not comply with any part of these terms and conditions or any applicable law.
5. PURCHASE OF CONTENT AND OTHER PRODUCTS OR SERVICES
Purchasing Content. Content made available through the Services is licensed, not sold. This means that when you buy Content on the Services, you are purchasing a right to use that Content in in the manner and subject to the limitations described in this Agreement; you do not actually acquire title to or ownership of the Content itself.
Content License. When you purchase Content through the Services, you receive a non-exclusive, non-transferable, non-sublicensable, revocable license (the “Content License”) to store, access, view, use, display, and prepare derivative works of copies of the purchased Content on your device solely through the use and as enabled by features of the Services for your personal, non-commercial use only. Except for the limited license granted to you in the previous sentence, all right, title, and interest (including all intellectual property rights) in and to the Content remains with Deckible or its third-party licensors. If you violate this Agreement, the Content License will immediately terminate and you will lose access to your purchased Content without any refund or recourse.
Removal of Content. Deckible may delete Content from your device and stop providing you with access to Content if: (1) Deckible loses the right to license such Content to you; (2) any time-limited licensing period or rental period for such Content that was disclosed to you prior to your purchase of that Content expires; (3) there are security concerns with such Content; (4) Deckible has received a Legal Claim in respect of such Content; (5) the Services or such Content is discontinued; (6) the licensor of such Content has breached its Agreement with Deckible; (7) you breach this Agreement; (8) such Content violates Deckible’s Community Standards (as determined by Deckible from time to time); (9) your Account is deleted for any reason; (10) the Content License that corresponds with such purchased Content is terminated in accordance with this Agreement; (11) this Agreement is terminated; or (12) required by applicable Law. Upon Content ceasing to be available to you in accordance with this Agreement, the corresponding Content License will be deemed revoked.
Suspended, Disabled, or Deleted Accounts. If your Account is suspended, disabled, or deleted, you may lose access to your purchased Content.
Promotional Offers. At our discretion, we may make available certain products or services, including Content, at a discount or for free for a trial period (
). We reserve the right to modify or cancel these Promotions at any time. If we reasonably determine you have violated terms applicable to the Promotion, we may charge you the full price for the product or service that was otherwise subject to the Promotion.
6. FEES & PAYMENT
Prices. All prices, discounts, and promotions posted on the Services or in any promotional materials are subject to change without notice. The price charged for a product or service will be clearly stated on the Services and in any order confirmation email sent to you. Posted prices do not include taxes or charges for shipping and handling, if applicable. All such taxes and charges will be added to your total price. We strive to display accurate price information, however, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
Fees. You shall promptly pay the price for all products and services (which for certainty includes Content) you purchase through the Services, plus applicable taxes. Fees payable for Content will be communicated to you through the Services before you complete your purchase.
Payment Method. We accept the payment methods indicated on our Services for your purchases of Content and other products or services we may make available for sale on the Services. When making a payment on the Services, you must comply with the applicable terms and services of the payment processor used to process your payment. You represent and warrant that any payment information you provide us is true and accurate and that you are authorized to use such payment method. You authorize us or our payment process to charge your payment method for all products or services you purchase through the Services plus any other charges that may accrue in connection with you Account, such as taxes and shipping charges.
In-App Purchases. Certain purchases you make through the App may be processed through the Google Play or Apple App Store from which you initially downloaded the App. The processing of such purchases may be subject to the terms and conditions and privacy policies of Google or Apple, as applicable. If you have a payment issue in respect of such purchases, you must contact Google or Apple directly to seek resolution.
Currency. The Services support payments in the currencies approved by Deckible from time to time. The currency applicable to your charges will be displayed on the payment page before your complete your purchase. Where currency conversion is necessary to process your payment, you will be solely responsible for all costs associated with such currency conversion. Your financial institution might charge you additional fees for converting your currency to one supported by the Services. We are not responsible for such costs or fees.
No Chargebacks. You shall not request that your credit card, bank, or other financial services provider charge back any fees charged pursuant to this Agreement. If you initiate a charge back in violation of this Agreement, Deckible may dispute such charge back and may revoke your access to any purchased Content in respect of which the charge back relates.
Purchases Final. Except as expressly provided in this Agreement, all purchases and payments made through the Services are final and no returns, replacements, or refunds are permitted.
Non-Payment. If you fail to pay any amounts owed under this Agreement when due, Deckible may, in addition to all other rights and remedies available to Deckible:
Restrict, suspend, or delete your Account;
Stop providing you access to the Content which relates to your unpaid fees; and
Revoke your access to the Services.
7. OWNERSHIP, USE AND INTELLECTUAL PROPERTY RIGHTS
Reservation of Rights. The Services and Content and all intellectual property rights in the Services and Content are owned by us or our licensors. We and our licensors reserve all our intellectual property rights (which include without limitation all copyright, trade marks, domain names, design rights, database rights, patents and all other intellectual property rights of any kind) whether registered or unregistered anywhere in the world.
No Circumvention. Nothing in this Agreement grants you any rights in the Services other than as necessary to enable you to access the Services. You agree not to try to circumvent or delete any intellectual property notices contained on the Services and in particular in any digital rights or other security technology embedded or contained within any Services content or materials.
Trademarks. Deckible is our trademark. Other trademarks and trade names may also be used on the Services. The use or misuse of any trademarks or any other content on the Services except as provided in this Agreement is strictly prohibited. Nothing contained on the Services will be construed as granting, by implication, estoppel or otherwise, any licence or right to use any trademark without our prior written permission.
Materials. Except as otherwise set out in this Agreement, any copying or reproduction of the Services’ materials or content, in whole or in part, for commercial purposes or distribution, re-transmission, republication, modification, reverse engineering, sale or other exploitation of the Services or the Services materials or content without the prior written permission of Deckible is strictly prohibited. We reserve the right to take such steps as we deem necessary, including legal action, to restrain such unauthorized and prohibited activity and we reserve the right to suspend or terminate your access to any part of the Services immediately, without prior notice, at our sole discretion. You are solely and fully responsible and liable for all consequences, however remote, resulting from your use of the Services or its materials and content.
8. SOFTWARE & THE APP
The App. Subject to and conditional on your compliance with all terms and conditions set forth in this Agreement, Deckible hereby grants you a revocable, nonexclusive, non-transferable, non-sublicensable, limited license to use, the App on your mobile device for your personal, non-commercial purposes in the manner permitted by this Agreement. The license in the preceding sentence does not include use by any third-party and you shall not permit any such use.
You may make one copy of the App solely for archival purposes and one copy of the App for backup purposes, except that you shall not permit any person to install or use any such copy other than if and only for so long as your original copy has been rendered inoperable. All copies of the App made by you are: (a) the exclusive property of Deckible; (b) subject to the terms and conditions of this Agreement; and (c) must include all intellectual property rights notices contained in the original, such as trademark and copyright notices.
Updates. The App made available through the Services may automatically download and install updates from Deckible, from time to time. These updates may include bug fixes, patches, new or improved functions and features, or new versions of the App. You consent to receiving such updates and authorize Deckible to deliver these updates to you without any additional notice. Any updates provided by Deckible in respect of the App are deemed to be part of the App.
Restrictions on Software Rights. Copies of the App created or transferred pursuant to this Agreement are licensed, not sold, and you receive no title to or ownership of any copy or of the App itself. Furthermore, you receive no rights to the App other than those specifically granted in Section 8.1 above. Without limiting the generality of the foregoing, you shall not use the App in a manner contrary to Section 4.1. Deckible and its third-party licensors reserve and will retain their respective entire right, title, and interest in and to the App and all intellectual property rights arising out of or relating to the App, except as expressly granted to you under this Agreement.
Collection and Use of Information. Deckible may, directly or indirectly through the services of third-parties, collect and store information regarding use of the App and about the devices upon which the App is installed or through which it otherwise is used. Deckible may use such information to: (a) improve the performance or security of the App or develop updates to the App; (b) verify your compliance with the terms of this Agreement; and (c) enforce Deckible’s rights in and to the App.
App Stores. When you download or access the App from a source that is not directly Deckible (such as the Apple App Store or Google Play Store) (such source, the “App Distributor”), you acknowledge and agree that:
the App Distributor is not a party to this Agreement;
the App Distributor has no responsibility to provide you with any maintenance, support, or updates to the App, except as otherwise agreed in writing by the App Distributor;
the App Distributor has no liability to you for any liabilities, losses, damages, costs, or expenses caused by the App, except as otherwise agreed in writing by the App Distributor; and
9. SUBMITTING INFORMATION AND CONTENT TO THE SERVICES
Content Creator Agreement. You may be given the opportunity to upload your User Content to the Services for sale through the Services from time to time (such User Content, “Paid User Content”). Before you upload any Paid User Content to the Services, you must first agree to the terms of our Content Creator Agreement in force at the time that your Paid User Content is uploaded to the Services, and the license terms set out in such Content Creator Agreement shall replace and supersede the User Content Licence under Section 9.1 with respect to the Paid User Content only.
User Content Warranty. Each time you submit or post User Content on the Services, you confirm, represent, and warrant to Deckible that you own your User Content or are otherwise validly authorized to submit or post your User Content. Each time you submit or post User Content on the Services, you confirm, represent, and warrant to Deckible that submitting or transmitting your User Content to or through the Services does not infringe on the copyright or other intellectual property rights of any third parties, or that such User Content otherwise falls within an exception or limitation to copyright infringement, such as “fair dealing” or “fair use” (or a similar exception in other jurisdictions). If you are unsure whether the content you are uploading falls within an exception to copyright infringement, you should obtain permission from the owner or refrain from uploading it at all.
Responsibility. You understand that all User Content, whether publicly posted or privately transmitted when posting, sharing, displaying, sending or submitting material using the Services, is the sole responsibility and liability of the person from whom it originated. This means that you, and not Deckible, are entirely responsible and liable: (i) for all User Content that you upload, post, email, transmit, or otherwise make available via the Services; and (ii) for ensuring that all User Content is accurate, lawful, and does not include misleading information or infringe or violate anyone’s rights. Deckible does not control the User Content posted via the Services and, therefore, does not guarantee the accuracy, integrity, or quality of any User Content. You therefore agree that you will not hold Deckible responsible or liable for any inaccuracies or for any errors or omissions in any User Content, or for any loss, injury or damages of any kind incurred as a result of the use of or reliance upon any User Content posted, emailed, transmitted, or otherwise made available via the Services. You have sole responsibility and liability for your User Content (which includes, public ratings, feedback, and comments you submit to the Services), including responsibility and liability for its accuracy and for any legal liability that results from your User Content. Please note that User Content on the Services does not necessarily reflect the views of Deckible, and Deckible disclaims all responsibility and liability for any such User Content and for any losses or expenses resulting from their use or appearance on the Service.
Right to Retain, Delete, or Suspend Access to User Content. You acknowledge that Deckible does not pre-screen, monitor, or modify User Content, but that Deckible has the right (but not the obligation) to refuse, remove, modify, or delete any User Content that is available via the Services for any reason. You agree that You shall not rely on the Services for backup or storage of your User Content. Deckible may retain your User Content even if you are no longer using the Services but is not required to provide copies of your User Content to you except as required by applicable Law. You acknowledge and expressly consent to Deckible, accessing, preserving, and disclosing your Account information and User Content if required to do so by law or if in good faith Deckible believes that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any User Content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety or security of Deckible, or our affiliates, staff, users, or the public.
Feedback About the Services and Unwanted Submissions. We welcome any questions, comments or feedback you might have about the Services or this Agreement (
). Please refer to the Contact section of the Services for our contact information. That said, the Services are not a secure means of communication and any information or content you supply to us will not be kept confidential. We shall not be subject to any obligation of confidentiality nor be liable for any use and/or disclosure of such Feedback.
License to Feedback and Submissions. If you provide Feedback, you grant Deckible a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, transferable, and fully sub-licensable right to use, reproduce, publish, distribute, publicly display, publicly perform, translate, adapt, modify, telecommunicate, rent out, commercialize, monetize, and create derivative works from the Feedback in any way and for any purpose without providing any compensation to you or any other person.
Your Representations; Waiver of Moral Rights. Each time you provide Feedback, you represent and warrant that any such Feedback you supply to us is and shall be your own original work and has been lawfully provided to us and that you have all necessary consents to provide it to us. Where you are the author of such content, you hereby irrevocably waive all moral rights you may have in any such Feedback.
10. NOTICE OF INTELLECTUAL PROPERTY INFRINGEMENT
Infringing Content. As intellectual property holders ourselves, we respect intellectual property rights holders’ rights and will quickly respond to any claims of infringement reported on the Services. If you find anything on the Services that you believe infringes your copyright or the copyrights of a person you are authorized to represent, please report the alleged infringement to us by contacting us at [notice email]. We will terminate the Accounts of Users who are repeat copyright infringers.
11. HYPERLINKS AND THIRD-PARTY SITES
Third Party Content. The Services may include content provided by third parties, including from third-party licensors. All statements and/or opinions expressed in any such third-party content are solely the opinions and the responsibility and liability of the person providing those materials. Such materials do not necessarily reflect the opinion of Deckible. Deckible is not responsible or liable to you or any third party for the content, information, opinions, or accuracy of any third party materials.
Indemnity. You will defend, indemnify and hold harmless Deckible from and against any and all losses, damages, costs, expenses (including legal fees), claims, complaints, demands, actions, suits, proceedings, obligations and liabilities (including settlement payments) arising from any third-party claim or action, resulting from, connected with, or relating to: (a) your use of the Services, its materials, User Content, or Content or the other products or services we sell (including those sold through the Services); or (b) your negligence, misconduct, or breach of this Agreement. Notwithstanding the foregoing, Deckible retains the right to participate in the defense of and settlement negotiations relating to any third party claim, complaint, demand, action, suit or proceeding with counsel of its own selection at its cost and expense.
Disclaimer of Warranties.
THE SERVICES AND CONTENT ARE PROVIDED ON AN
BASIS, WITH ALL FAULTS AND DEFECTS AND WITHOUT CONDITION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, DECKIBLE, ON ITS OWN BEHALF AND ON BEHALF OF THE OTHER DECKIBLE PARTIES AND ANY PARTY DISTRIBUTING THE APP TO YOU, INCLUDING VIA A MOBILE APPLICATION STORE, EXPRESSLY DISCLAIMS ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND CONTENT, INCLUDING ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET POSSESSION AND NONINFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, DECKIBLE AND THE DECKIBLE PARTIES PROVIDE NO CONDITION, WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICES WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED
THE ACCESS TO, DOWNLOADING, AND USE OF CONTENT AND MATERIAL FROM THE SERVICES ARE DONE AT YOUR OWN RISK. DECKIBLE MAKES REASONABLE EFFORTS TO ENSURE THAT THE SERVICES ARE VIRUS-FREE, BUT DECKIBLE DOES NOT AT ANY TIME REPRESENT, WARRANT, OR GUARANTEE THAT SUCH CONTENT OR MATERIALS ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE CODE. YOU ARE RESPONSIBLE FOR IMPLEMENTING SAFEGUARDS TO PROTECT YOUR COMPUTER SYSTEM (INCLUDING MOBILE DEVICE) AND DATA AND YOU ARE RESPONSIBLE AND LIABLE FOR THE ENTIRE COST OF ANY SERVICE, REPAIRS OR CORRECTIONS NECESSARY AS A RESULT OF THE USE OF THE SERVICES.
14. LIMITATION OF LIABILITY
LIMITATION OF LIABILITY
Dollar Cap. WITHOUT LIMITING SECTION 14.2, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF THE DECKIBLE PARTIES UNDER OR IN RELATION TO THIS AGREEMENT, THE SERVICES, CONTENT, OR THIS AGREEMENT’S OTHER SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE LESSER OF: (A) $100 CAD; OR (B) THE AGGREGATE OF ANY FEES PAID BY YOU THROUGH THE SERVICES IN THE TWO MONTH PERIOD PRECEDING THE CLAIM.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE DECKIBLE PARTIES BE LIABLE UNDER OR IN RELATION TO THIS AGREEMENT, THE SERVICES, CONTENT, OR THIS AGREEMENT’S OTHER SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (B) IMPAIRMENT, INABILITY TO USE, OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (C) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA, OR SYSTEM SECURITY; OR (D) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER THE DECKIBLE PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
APPLICABLE LAW IN SOME JURISDICTIONS MIGHT NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION OF LIABILITY MIGHT NOT APPLY TO YOU IF YOU LIVE IN SUCH A JURISDICTION AND APPLICABLE LAW IN YOUR JURISDICTION DOES NOT ALLOW DECKIBLE TO LIMIT OR EXCLUDE ITS LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, DECKIBLE’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Reliance. You understand and agree that we are making the Services available to you in reliance upon the, indemnities, disclaimers, limitations and exclusions of liability, and release, set forth in Sections 12 to 14 and that the same form an essential basis of the contract between you and us. You agree that the indemnities, disclaimers, limitations and exclusions of liability, and release set forth in Sections 12 to 14 will survive, and continue to apply in the case of a fundamental breach or breaches of, the failure of essential purpose of contract, the failure of any exclusive remedy or the termination, suspension, or cancellation of your Account or suspension or termination of use of, or access to, the Services.
16. GOVERNING LAW
Governing Law. The Services and this Agreement are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to: (a) any choice or conflict of law provision, principle or rule and notwithstanding your domicile, residence or physical location; or (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods. YOU AND DECKIBLE AGREE TO SUBMIT TO THE PERSONAL AND EXCLUSIVE JURISDICTION OF THE COURTS LOCATED WITHIN THE PROVINCE OF BRITISH COLUMBIA, CANADA, TO RESOLVE ANY DISPUTE OR CLAIM ARISING FROM THIS AGREEMENT.
17. TERM & TERMINATION
Term. The term of this Agreement commences on the date you accept this Agreement in accordance with its terms.
Termination. Either party may terminate this Agreement for any reason at any time. You may terminate this Agreement by closing your Account. Deckible may terminate by notifying you in writing, including without limitation, via email, and closing your Account.
Effects of Termination. Upon termination of this Agreement:s
you shall cease using the Services;
all rights, licenses, consents, and authorizations granted by Deckible to you under this Agreement will immediately terminate (which for certainty includes all Content Licenses); and
you will remain responsible for paying any accrued but unpaid fees or other amounts owed under this Agreement.
18. DEFINITIONS & INTERPRETATION
DEFINITIONS & INTERPRETATION
Definitions. In this Agreement, the following terms have the following meanings:
“Affiliate” means a Person directly or indirectly controlled, controlling, controlled by, or under common control with Deckible. “control” for the purpose of this definition shall mean, with respect to any person or entity, the right to exercise or cause to be exercised at least fifty per cent (50%) of the voting rights in such Person.
“Law” means any statute, ordinance, regulation, rule, code, constitution, treaty, common law, court order, writ, judgment, award, or determination, or other requirement or rule of law of any governmental authority.
“Legal Claim” means, in respect of Content, any allegation, claim, complaint, or determination that: (i) the Content infringes third-party intellectual property rights; (ii) the Content violates any other third-party rights; or (iii) the Content violates applicable Law.
“Deckible Parties” means Deckible, its Affiliates and its and their respective employees, agents, officers, directors, third-party licensors, service providers, successors, and assigns.
“Person” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, governmental authority, unincorporated organization, trust, association or other entity
“Process“ means to take any action or perform any operation or set of operations that the Services are able to take or perform on any data, information or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing“ and “Processed“ have correlative meanings.
“use” means use or access, as applicable.
Interpretation. For the purposes of this Agreement: (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (d) unless the context otherwise requires, words in the singular include the plural and those in the plural include the singular.
Force Majeure. No delay, failure, or default on the part of Deckible will constitute a breach of this Agreement to the extent caused by: (a) acts of war, terrorism, invasion, riots or other acts of civil unrest; (b) hurricanes, earthquakes, pandemic, epidemic, flood, fire, tsunami, explosion, other acts of God or of nature; (c) strikes or other labor disputes; (d) national or regional emergency; (e) passage of Law or any action taken by a governmental or public authority, including imposing an embargo, workplace shutdown or staffing restrictions, health order, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown; (f) national or regional shortage of adequate power or telecommunications or transportation facilities; or (g) other causes beyond Deckible’s reasonable control.
No Third-Party Beneficiaries.
Except as set forth in Paragraph 20.2(b), the parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of this Agreement upon any person other than the parties to this Agreement and their respective successors and permitted assigns.
The parties hereby designate each of the Deckible Parties as third-party beneficiaries of Sections 13 and 14 having the right to enforce those Sections. The parties hereby designate the third-party licensors of Content as third-party beneficiaries of this Agreement in respect of the terms of this Agreement that pertain to their respective Content and in respect of their intellectual property rights in and to such Content.
Relationship. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, franchise, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
No Waiver. The failure of Deckible to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by you.
Headings. The headings used in this Agreement are included for convenience only and will not limit or otherwise affect this Agreement.
Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Assignment. We may assign this Agreement in part or in their entirety, including our rights, interests, and obligations hereunder, without notice to you or your consent. This Agreement is personal to you and you may not assign this Agreement nor your rights, interests, or obligations under this Agreement to any Person without our express written consent.
Language. The parties acknowledge that they have required that the Agreement and all related documents be prepared in English. Les parties reconnaissent avoir exigé que les présentes modalités de vente et tous les documents connexes soient rédigés en anglais.
Enurement. This Agreement will enure to the benefit of and be binding upon the parties to this Agreement and their respective successors, heirs, and permitted assigns.
Equitable Relief. You hereby acknowledge and agree that any breach by you of this Agreement would result in harm to Deckible, and that Deckible could not be adequately compensated for such harm by monetary award. Accordingly, you hereby agree that in the event of any such breach, in addition to all other remedies available to Deckible at law or equity, Deckible will be entitled as a matter of right, and without posting bond or proving damages, to, notwithstanding Section 17, apply to any court of competent jurisdiction for such equitable relief by way of restraining order, injunction, decree or otherwise as may be appropriate to ensure compliance by you with this Agreement.
Consumer Rights. Nothing in this Agreement affects consumer rights that, pursuant to applicable law, cannot be limited or waived.
Notice. We may give you notice at the email address registered to your Account. You may give notice to us via mail at:
DMY Media Inc. 110-457 West Aveenue, Kelowna, BC, Canada, V1Y4Z3
Or via email at: email@example.com