Terms and Conditions
Standard Conditions of Business – Retail Performance Marketing Group Inc.
INTRODUCTION TO TERMS AND CONDITIONS
These terms and conditions apply between all Users of this Website (including but not limited to Members), and Retail Performance Marketing Group Inc., aka RPM or THE SHOP, the owner(s) of this Website. Additionally, these terms and conditions apply to the use of and (where applicable) purchase of RPM Products and Services, including but not limited to Membership subscriptions and Events and the placing of advertising with RPM. Please read these terms and conditions carefully, as they affect your legal rights.
- 1. Acceptance of Terms
- 1.1 Your agreement to comply with and be bound by these terms and conditions is deemed to occur upon your first use of the Website. By using the Website and agreeing to these terms and conditions, you represent and warrant that you are at least 18 years of age. Your access to and use of the RPM Website or Services is subject (unless expressly stated otherwise) exclusively to these terms and conditions. You will not use the Website for any purpose that is unlawful or prohibited by these terms and conditions. By using the Website you are fully accepting the terms, conditions and disclaimers contained in these terms and conditions. If you do not agree to be bound by these terms and conditions, you should stop using the Website immediately.
- 1.2 RPM reserves the right to change these terms and conditions without notice, and Users agree to be bound by such changes. It is the responsibility of Users to check these Terms and Conditions regularly for any changes.
- 1.3 If you are entering into these terms and conditions on behalf of your employer or acting as an employee, you warrant that you are authorised to enter into legally binding contracts on behalf of your employer. You further warrant that your employer agrees to be bound by these terms and conditions.
- 1.4 A key benefit of the Shoptics platform is proactively sharing category/product updates, news and insights with all of our users. By accepting our terms and conditions, you are effectively providing consent to receive these emails. Every email will contain the ability for you to unsubscribe at any time.
- 2. Definitions and interpretations
- 2.1 Throughout this terms and conditions, the following words will have the following meanings set against them:
- 2.2 In these terms and conditions, unless the context requires a different interpretation:
- 2.2.1. the singular includes the plural and vice versa;
- 2.2.2. references to sub-clauses, clauses, schedules or appendices are to sub-clauses, clauses, schedules or appendices of these terms and conditions;
- 2.2.3. a reference to a person includes firms, companies, government entities, trusts and partnerships;
- 2.2.4. 'including' is understood to mean 'including without limitation';
- 2.2.5. reference to any statutory provision includes any modification or amendment of it;
- 2.2.6. the headings and sub-headings do not form part of these Terms and Conditions.
- 3. Intellectual property and acceptable use of Content
- 3.1 Content is available via RPM and this Website on a free of charge basis and in consideration for a specified payment, as part of a Membership subscription and content included within the various products.
- 3.2 All Content included on the Website, unless uploaded by Users, Members or Partners or as stated otherwise, is the property of RPM, our affiliates, licensees or other relevant third parties. By continuing to use the Website Users acknowledge that such Content is protected by copyright, trademarks, database rights and other intellectual property rights. Nothing on this site shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademark, logo or service mark displayed on the site without the owner's prior written permission;
- 3.3 Subject to clause 4 RPM hereby grants to the User a non-exclusive worldwide licence for the duration of the Membership or in the case of a User who is not a Member, until RPM may choose to revoke such licence, to download, store, use, reproduce, transmit, display, copy, and provide access to Content in accordance with the terms of the Membership (where applicable) and at all times only for the User's own information purposes and for the avoidance of doubt, not for any commercial or business purposes;
- 3.4 Notwithstanding any other rights or remedies available to it, RPM shall have the right to terminate any licence granted to any User, to terminate any Membership (where applicable) or block a User from the Website in the event of any breach by such User of any of the terms and conditions of this licence. Without prejudice to any rights granted herein, RPM reserves the right to amend, edit or abbreviate or take down any Content at our discretion.
- 3.5 Notwithstanding the above, were a User is paying for additional premium content (by way of example, for Reports and/or as part of a Membership subscription) ("Pre-Paid Content") such Users acknowledge that their access to such Pre-Paid Content is conditional upon payment in accordance with the payment methods set out on the Website before access to such Pre-Paid Content is permitted, and no licence shall be granted until payment has been received in full for the relevant Pre-Paid Content. For the avoidance of doubt, all one-off fees payable for Reports shall be non-refundable, and the period of licence granted in such Content may only subsist for the duration of a Users Membership subscription.
- 4. Prohibited use of the Site by Users
- 4.1 Users are expressly forbidden to download, store, reproduce, transmit, display (including without limitation via an intranet or extranet site), copy, sell publish, distribute, provide access to Content for any purposes other than as set out herein or to sub-license, rent, lease, transfer or assign any rights in Content, to any other person, commercially exploit or use Content for any unlawful purpose.
- 4.2 With regard the uploading, or posting of User Generated Content, and use of the site more generally, Users may not use the Website for any of the following purposes:
- 4.2.1 in any way which causes, or may cause, damage to the Website or interferes with any other person's use or enjoyment of the Website;
- 4.2.2 in any way which is harmful, unlawful, illegal, abusive, harassing, misleading, inaccurate, threatening or otherwise objectionable or in breach of any applicable law, regulation or governmental order.
- 5. Availability of the Website and Disclaimers
- 5.1 The Website and Services are provided "as is" and on an "as available" basis. RPM gives no warranty that the Website or Services will be free of defects and/or faults. To the maximum extent permitted by the law, RPM provides no warranties (expressed or implied) of fitness for a particular purpose, accuracy of information, compatibility and satisfactory quality. RPM is under no obligation to update information on the Website.
- 5.2 Whilst RPM uses reasonable endeavours to ensure that the Website is secure and free of errors, viruses and other malware, RPM give no warranty or guarantee in that regard and all Users take responsibility for their own security, that of their personal details and their computers.
- 5.3 RPM accepts no liability for any disruption or non-availability of the Website.
- 5.4 RPM reserves the right to alter, suspend or discontinue any part (or the whole of) the Website including, but not limited to, any products and/or services available. These terms and conditions shall continue to apply to any modified version of the Website unless it is expressly stated otherwise.
- 6. Limitation of Liability
- 6.1 Nothing in these terms and conditions will: (a) limit or exclude our or your liability for death or personal injury resulting from our or your negligence, as applicable; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; or (c) limit or exclude any of our or your liabilities in any way that is not permitted under applicable law.
- 6.2 We will not be liable to you in respect of any losses arising out of events beyond our reasonable control.
- 6.3 To the maximum extent permitted by law, RPM accepts no liability for any of the following:
- 6.3.1 any business losses, such as loss of profits, income, revenue, anticipated savings, business, contracts, goodwill or commercial opportunities;
- 6.3.2 loss or corruption of any data, database or software;
- 6.3.3 any special, indirect or consequential loss or damage.
- 7. Website Content and Services
- 7.1 Except as otherwise expressly agreed to by RPM in writing, information regarding RPM products and Services is subject to change without notice.
- 7.2 Information about RPM Products and Services made available on and/or through this Website shall not constitute a representation, warranty or other commitment by RPM with respect to any product or service unless otherwise expressly agreed to by RPM in writing.
- 7.3 Without limiting the generality of the foregoing, RPM hereby disclaims all warranties, expressed or implied, as to the accuracy, suitability for any purpose or completeness therefore.
- 8. Third Party Content
- 8.1 This Website makes available certain Content that has not been created by RPM either via hyperlinks which may take Users to websites not controlled or maintained by RPM, or as hosted via the Website whether or not such Content is available free of charge, to Members only or for a fee, for example Partner Downloads, Member profiles and other materials posted by other Users on the Website blogs and forums ("Third Party Content").
- 8.2 Any copying, distribution, reproduction, retransmission, or modification of any of the Third Party Content or any information or materials appearing in such Third Party Content, whether in electronic or hard copy form, is subject to the prior written permission of the author and publisher of such Third Party Content.
- 8.3 Third Party Content is not the responsibility of RPM, and Users acknowledge and confirm that RPM has no control over the opinions, information, legality of products, or accuracy of facts or statements contained in such Third Party Content and furthermore RPM cannot guarantee and makes no representation or warranty as to the accuracy, veracity, or completeness of any such information provided. Nothing contained within Third Party Content necessarily represents the point of view of RPM.
- 8.4 RPM cannot and does not confirm each User's identity, whether or not they are a Member. RPM allows Members to give access to information about themselves to other Members but does not control the information provided by Users or Members.
- 8.5 In the event that you have a dispute or issue with one or more of the other Users, you agree to unconditionally release RPM (and our officers, directors, agents, subsidiaries and employees) from any and all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
- 9 Pricing
Prices for any of RPM’s services or products are subject to change without prior notice. RPM aims to regularly update all publicly available sources of price information via the Website to ensure that you have accurate information available to you when you order.The description and price of any Service purchased hereunder will be confirmed in RPM's despatch note and/or invoice or at point of payment if purchased online.
- 10 Payment Policy
Unless specified herein or at point of purchase to the contrary, RPM invoices for any Service are due for payment 15 days from their date. RPM reserves the right to charge for costs and expenses incurred in recovering late payments, and to charge interest on overdue amounts at a rate of 10% per annum.
- 11 General
- 11.1 Dependence on RPM Services: The contents of any of RPM’s Services or the Website do not constitute advice and should not be relied on in taking, or refraining from taking, any decision or action. Under no circumstances shall RPM be liable for direct, indirect, or incidental damages resulting from your use of information, commentary, advice or other content on the Website or Services. You agree to indemnify RPM against any actions, claims, proceedings, or liabilities arising from your use of the Website or Services.
- 11.3 Force Majeure: If by reason of labour dispute, strikes, inability to obtain labour or materials, fire or other action of the elements, accidents, power or telecommunications failure, customs delays, governmental restrictions or appropriation or other causes beyond the control of a party, such RPM is unable to perform in whole or in part its obligations set forth in these terms, then RPM shall be relieved of those obligations to the extent it is thereby unable to perform, and such inability to perform shall not make RPM liable to any other party.
- 11.4 These terms and conditions may be varied by RPM from time to time. Such revised terms will apply from the date of publication. Users should check the terms and conditions regularly to ensure familiarity with the then current version.
- 11.5 These terms and conditions contain the whole agreement between the parties relating to its subject matter and supersede all prior discussions, arrangements or agreements that might have taken place in relation to the terms and conditions.
- 11.6 If any court or competent authority finds that any provision of these terms and conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these terms and conditions will not be affected.
- 11.7 Unless otherwise agreed, no delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
- 11.8 Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the parties hereby submit to the jurisdiction of the Courts in the Province of Ontario.