Terms and Conditions

This Agreement governs the terms by which members and clients of Ready to Go Newsletters obtain the right to ready-made newsletters through the website located at www.readytogonewsletters.com (the “Site”).

1. Background of Agreement

(a) By clicking the "I agree" below this document, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the subscriber, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the subscriber, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

(b) In this Agreement: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer or subscriber entity, then “you” means that employer or entity and affiliates; (ii) “Ready to Go Newsletters” or “we” means Ready to Go Newsletters, operator of the Site; and (iii) “Content” means any text, graphics or file that you are downloading from the Site, together with any accompanying material.

2. License Terms

We hereby grant to you a perpetual, non-exclusive, non-transferable license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Ready to Go Newsletters or the supplier of the Content, as the case may be.

3. Permitted License Uses:

(a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below).

(b) Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your printers for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide.

(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:

advertising and promotional projects, including printed materials;
on–line or electronic publications, including web pages and emails;
other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
any other uses approved in writing by Ready to Go Newsletters.

If there is any doubt that a proposed use is a Permitted Use, you should contact Ready to Go Newsletters for further guidance.

4. License Prohibitions

(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses” and you may not:

use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, newsletter templates, website templates, and brochure design templates;
use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products;
use the Content in any newsletters (printed on paper, electronic or any other media) or other items for resale, license or other distribution for profit;
use the Content in a fashion that is considered by Ready to Go Newsletters (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;

6. Term of Agreement

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Ready to Go Newsletters if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Ready to Go Newsletters in writing that you have complied with these requirements.

(b) Ready to Go Newsletters reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.

7. Limited Representations and Warranties

(a) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. READY TO GO NEWSLETTERS DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT READY TO GO NEWSLETTERS) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

(b) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

8. Limitation of Warranties and Liability

(a) Ready to Go Newsletters entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows:

You may, upon request to Ready to Go Newsletters, be permitted to download the Content again, at a location Ready to Go Newsletters will provide for you;
If you continue to be unable to download the Content, Ready to Go Newsletters will refund any fee actually paid by you for such Content, provided Ready to Go Newsletters determines in its sole and absolute discretion that you have been unable to download such Content successfully.

(b) IN NO EVENT SHALL READY TO GO NEWSLETTERS OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF READY TO GO NEWSLETTERS UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ANY FEES ACTUALLY PAID BY YOU TO READY TO GO NEWSLETTERS UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.

(d) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. Indemnification

You agree to indemnify, defend and hold Ready to Go Newsletters, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Ready to Go Newsletters Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Ready to Go Newsletters Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement.

10. General Provisions

(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

(b) Ready to Go Newsletters’ failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(c) This Agreement is personal to you and is not assignable by you without Ready to Go Newsletters' prior written consent. Ready to Go Newsletters may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

(d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

(e) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

(f) This Agreement will be governed under the laws of the Province of Ontario and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.

(g) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Toronto, Ontario, and shall be conducted in the English language.

(h) The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demand que cette convention ainsi que tous les documents qui s’y rattachent soient en anglais.

11. Contact

If you have concerns relating to this Agreement, please contact Ready to Go Newsletters at support@readytogonewsletters.com.

12. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF READY TO GO NEWSLETTERS AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND READY TO GO NEWSLETTERS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND READY TO GO NEWSLETTERS RELATING TO THE SUBJECT OF THIS AGREEMENT.