Premieres.ca - Terms and Conditions of Sale

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Premieres.ca Web Site Sales Agreement

Thank you for your interest in www.premieres.ca (the "Premieres.ca Site"). This web site sales agreement ("Agreement") sets out the terms and conditions applicable to your online purchase and/or rental of videos, DVD's and other gift and entertainment products offered on the Premieres.ca Site (collectively, the "Products"). In this Agreement, "we", "us" or "our" means Premieres.ca

BY MAKING ONLINE PURCHASES OF PRODUCTS THROUGH THE PREMIERES.CA SITE, YOU AGREE TO COMPLY WITH AND BE BOUND BY, ALL OF THE TERMS AND CONDITIONS SET OUT BELOW AND ELSEWHERE ON THE PREMIERES.CA SITE, INCLUDING, WITHOUT LIMITATION, THOSE WITH RESPECT TO THE PRICE OF PRODUCTS. IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY RULES, POLICIES, GUIDELINES, OR OTHER AGREEMENTS POSTED ELSEWHERE ON THE PREMIERES.CA SITE, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL GOVERN AND CONTROL.

Purchase of Products. The Products and rental service packages offered through the Premieres.ca Site are available for purchase and/or for rent by you, subject to certain supply and quantity restrictions and provided that you complete the electronic purchase order form contained on the Premieres.ca Site and it is accepted by us. We reserve the right to limit quantities sold and to reject, correct, cancel or terminate any orders. Products may be purchased only for end use and you agree not to resell any of the Products you purchase through the Premieres.ca Site. You agree to enter all the contract information required in the electronic purchase order and to provide all the credit card information required to complete the transaction of paying for your Products. YOU REPRESENT AND WARRANT THAT ALL INFORMATION YOU PROVIDE IN THE ORDER FORM, OR OTHERWISE THROUGH THE PREMIERES.CA SITE, SHALL BE ACCURATE AND COMPLETE. BY COMPLETING THE REQUESTED INFORMATION ONLINE YOU ARE AUTHORIZING PREMIERES.CA TO USE THIS INFORMATION FOR THE ADMINISTRATION OF YOUR ORDER.
Membership Plans. We encourage the use of our service through a two-week free trial. Your free trial entitles you, during the term of your free trial, to the same service provided to our paying members. The free trial is available to new first-time members only. You must have Internet access and a valid credit card to commence a free trial. Upon registering for your free trial, your credit card will be preauthorized for the cost of one month of service. Please note that preauthorization may result in an amount equivalent to the monthly fee for our standard membership plan being reserved on your card for a limited time. No charges, however, will be made against the card unless you do not cancel prior to the end of your two-week free trial period. Previous members do not qualify for a free trial period. Only one free trial may be redeemed per household or per individual. Subsequent free trials at the same mailing address, or by the same individual, or by another member of the same household will be permitted only at the discretion of Premiers.ca. Any attempt to obtain an additional free trial without authorization by Premieres.ca by any means, including, but not limited to, the provision of false or misleading information, will result in the immediate cancellation of your membership and such further action against you as Premieres.ca deems necessary, including, but not limited to, the institution of civil and/or criminal proceedings. Premieres reserves the right to refuse the 2 week free trial to any person at any time. You can find the specific details regarding your free trial by visiting the FAQ page. We will begin billing your credit card for monthly membership fees for the Premieres.ca subscription of your choice at the end of your free trial period unless you cancel prior to the end of your free trial. YOU MUST CANCEL PRIOR TO THE END OF YOUR TWO-WEEK FREE TRIAL OFFER TO AVOID CHARGES TO YOUR CREDIT CARD. During the life of your membership, we will continue to bill your credit card on a monthly basis for the Premieres.ca selected DVD rental plan until your rental membership is suspended and all Outstanding Rentals are returned to Premieres.ca. "Outstanding Rentals" are those rentals listed as currently out to you in your “In Progress or Completed Movies”. The Premieres.ca standard DVD rental program is a month-to-month membership that allows members to rent as many DVDs as they want in a month, with up to six titles out at a time dependant on the monthly plan members choose. With no late fees or due dates and free shipping both ways, subject to shipping thresholds as may be published by Premieres.ca from time to time. Any shipments of DVDs over and above the published thresholds shall be billed to you at the then published rates. In addition to the standard plan, Premieres.ca offers alternative plans to meet your viewing needs and budget. You can find specific details on all plans offered by Premieres.ca by visiting the DVD Rentals page. Should you choose an alternate plan at anytime during your membership, the change will take effect immediately; however your billing date will remain the same. For upgraded membership packages, a prorated charge will be applied to your credit card above the upgraded plan's billing amount to cover the date of the upgrade to your next original billing date. In the case of downgrading your membership package, you will not be refunded or compensated with the remaining amount of unused service of your previous plan. You must return all additional discs above your new plan's allowance to avoid being billed the amount of your previous plan. Your Premieres.ca DVD rental membership may be suspended indefinitely or for a specific term at any time subject to the terms herein.

Copying or Altering DVDs.

Fulfilling Rental Requests

Caring for Rented DVDs, Damaged Rental DVDs

Lost DVDs

Stolen DVDs

Membership Fees and Billing

Gift certificates must be redeemed through our Web site, http://www.Premieres.ca, toward the purchase of products listed in Premieres.ca's online catalogue and sold by Premieres.ca. Gift certificates cannot be used to purchase gift certificates. Gift certificates are not redeemable for cash, and cannot be returned for a cash refund. Any unused balance will be placed in the recipient's gift certificate account.

A Printed or Emailed Gift Certificate will not be considered valid until Credit Card Payment has cleared. You will be contacted by Premieres.ca if there are any problems with your credit card payment or information as soon as possible after purchase.

Gift Memberships are valid only in Canada. Gift Memberships cannot be combined with any other special or free offers except for the introductory two-week free trial period described in the General Terms of Use. The recipient of a Gift Membership must have a valid Visa or MasterCard with a Canadian billing address to activate the Gift Membership.

If your order exceeds the amount of your gift certificate, you must pay for the balance with a credit card or another gift certificate.

Gift certificates and their use on our Web site are subject to our general Terms and Conditions of Use.

Premieres.ca reserves the right to change these terms and conditions from time to time, at its discretion.

We are not responsible for lost or stolen gift certificates.

PREMIERES.CA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO GIFT CERTIFICATES, INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT THAT A GIFT CERTIFICATE CODE IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND OUR SOLE LIABILITY, SHALL BE THE REPLACEMENT OF SUCH GIFT CERTIFICATE. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MIGHT NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Customer Eligibility and Responsibility.
(a) The Products on the Premieres.ca Site are available for purchase only by persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Products sold by us are not available for purchase by persons less than 18 years old. If you do not qualify, please do not order any Products through the Premieres.ca Site. [However, if you are not yet 18 years old, you may still use the Premieres.ca Site, and you may purchase Products advertised on the Premieres.ca Site provided the account was registered by your parent(s) or guardian(s). The individual to whom the account is registered is responsible for all activity on the account, including all purchases made by you or anyone you allow to use your account, including your children, other members of your family or friends. This means that, unless your account or credit information is obtained unlawfully or fraudulently by someone other than those authorized to use your account, you will be responsible for all usage and purchases under your account.]

(b)

(c)

Ordering Process. The advertisements displayed on the Premieres.ca Site are invitations for purchase orders only, and are not offers to sell. Your properly completed and submitted order form constitutes your offer to purchase the Products listed on your order. When you submit your order, we automatically verify your credit card information, your address and billing information. If we reject your order for whatever reason, we shall send you an e-mail indicating that there has been an error and that you should try to re-enter the correct information and re-submit your order. If your order is accepted, we shall send you an e-mail with the shipping tracking number (if available and applicable) and a confirmation of all the Products that have been shipped. It is possible to have the Products shipped separately. In that case, we shall send you several e-mails. Title to the Products shall pass to you upon purchase and payment in full.
Shipment. Products shall be shipped to you in accordance with our Shipping guidelines found on the Premieres.ca Site.
Price. All price quotes for Products offered for sale on the Premieres.ca Site are in Canadian dollars and exclude all taxes, shipping and handling charges. You agree that any sales, use or other similar type of tax imposed on the sale of any Products purchased by you are not included in the price and you agree to pay all such taxes applicable to such sale. You further agree to pay for all shipping and handling charges required to ship the products and/or services to your desired destination. The type of shipping and prices are more particularly set out in the electronic purchase order and in our Shipping Policy. All prices are subject to change without notice to you.
Payments. Products purchased on the Premieres.ca Site shall only be made by you by credit card, and you shall pay for the Products in accordance with the billing policy of your credit card company. You authorize us to charge your purchases to the credit card number that you provide when you purchase the Products.
Acceptance, Cancellation and Returns. By accepting delivery of the Products, you acknowledge that the Products have been delivered in acceptable condition. You must immediately notify us if the Products are damaged during shipment and you should not accept delivery of damaged Products. If you wrongfully reject the acceptance of Products purchased through the Premieres.ca Site or wrongfully dispute payment for Products with your credit card company, we shall have a right to recover as damages the full price of the Products along with shipping and handling charges. You may return your Products within 30 days from the date of shipment for any reason whatsoever for refund of the original price for the Products, excluding shipping and handling costs incurred in connection therewith. All Products to be returned must be returned in original condition, in the original packaging and unused. We have no obligation to refund the original price of such Products unless returned in accordance with this Agreement and our Return Policy. We reserve the right to charge a restocking fee of 15% of the entire order, or any returned portion thereof, if the Products are returned other than in accordance with this Agreement and our Return Policy. You are responsible for all shipping charges and the full risk of loss and damage until the returned Products are received by us at the destination of original shipment.
Indemnification. To the maximum extent permitted by law you shall defend and indemnify us and our affiliates, agents, successors and assigns from any claims, damages, losses or expenses (including without limitation reasonable legal fees and costs) incurred by any such parties in connection with all claims, suits, judgments, and causes of action for any breach of this Agreement or for your miss-use of the Premieres.ca Site, the content contained in the Premieres.ca Site or the placement or transmission of any information or other materials on the Premieres.ca Site made by you or others using your account. We reserve the right, in our sole discretion and at our expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to co-operate fully as reasonably required in the defense of any claim.
Termination. We may terminate this Agreement and your use of the Premieres.ca Site at any time. We shall have the right immediately to terminate your use of the Premieres.ca Site in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of this Agreement or violation of applicable law.
Liability. WE AND OUR DIRECTORS, OFFICERS, CONSULTANTS AND AGENTS SHALL NOT BE LIABLE TO YOU, ANY USER OR ANY OTHER PERSON FOR ANY DAMAGE OR LOSS INCLUDING, WITHOUT LIMITATION, PROPERTY DAMAGE, LOSS OF DATA, LOSSES RESULTING FROM A THIRD PARTY'S UNAUTHORIZED ACCESS TO DATA, LOSS OF BUSINESS, PERSONAL INJURY OR LOSS OF LIFE RESULTING DIRECTLY OR INDIRECTLY FROM THE USE OF ANY OF THE PRODUCTS, WHETHER OR NOT SUCH DAMAGES OR LOSS, PROPERTY DAMAGE, INJURY OR LOSS OF LIFE RESULTS FROM A BREACH OF OBLIGATION OR CONTRACT (WHETHER OR NOT SUCH BREACH IS CONSIDERED TO BE FUNDAMENTAL), OR FROM NEGLIGENT OR TORTIOUS CONDUCT BY US OR OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBCONTRACTORS, DEALERS, SUPPLIERS OR MANUFACTURERS. FURTHERMORE, IN NO EVENT SHALL WE OR OUR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (I) ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER OR HOWSOEVER CAUSED; OR (II) THE ACCURACY, TIMELINESS OR CONTINUED AVAILABILITY OF THE PRODUCTS.
Limited Warranty. YOU ACKNOWLEDGE AND AGREE THAT THE ONLY WARRANTY APPLICABLE TO ANY PRODUCTS PURCHASED PURSUANT TO THESE TERMS AND CONDITIONS IS THE LIMITED WARRANTY SUPPLIED BY THE MANUFACTURER OF THE PRODUCTS. PREMIERES.CA MAY CHOOSE TO OFFER A SEPARATE LIMITED WARRANTY AT THEIR DISCRETION ONLY, HOWEVER IT IS OUR RIGHT TO PROVIDE THE PRODUCTS SOLD THROUGH THE PREMIERES.CA SITE AND ALL CONTENT, MATERIAL, INFORMATION OR POSTING FOUND ON OR ACCESSED THROUGH THE PREMIERES.CA SITE ON AN "AS IS" BASIS. YOU ACKNOWLEDGE AND AGREE THAT WE, OUR AFFILIATES, AND RELATED COMPANIES, AND EACH OF OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS AND AGENTS- MAKE, AND YOU RECEIVE, NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, INFRINGEMENT, OR THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO THE PRODUCTS.
Information on the Premieres.ca Site. Information provided on the Premieres.ca Site contains information materials, references and/or cross references to us and our related companies' products and/or services that may not be available in your local area and we and our related companies make no representations or warranties as to the availability of such products and/or services in your local area and such references do not imply that we and our related companies intend to provide such products and/or services in your local area. Websites accessed via links or other means from the Premieres.ca Site have, unless otherwise indicated, been independently developed by third parties. The inclusion of any information, material, content or links on the Premieres.ca Site should not be construed as an express or an implied endorsement of any third party products and/or services.
Arbitration. Any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise and whether pre-existing, present or future) arising out of or relating to:

(a) the terms and conditions of this Agreement;

(b) a Product;

(c) oral or written statements, or advertisements or promotions relating to this Agreement or to a Product; or

(d) the relationships which result from this Agreement (including relationships with third parties who are not signatories to this Agreement);

each, (a) "Claim", shall be referred to and determined by arbitration (to the exclusion of the courts). By so agreeing, you waive any right you may have to commence or participate in any class action against us related to any Claim and, where applicable, you hereby agree to opt out of any class proceeding against us otherwise commenced.
If you have a Claim you shall give notice to arbitrate to us at customer_service@premieres.ca or fax to 519-489-4578 . If we have a Claim against you, we shall give you notice to arbitrate at the address you provided to us on your purchase orders. Arbitration of Claims shall be conducted in such forum and pursuant to such rules as you and we agree upon, and failing agreement shall be conducted by one arbitrator pursuant to the laws and rules relating to commercial arbitration in the province of Ontario that are in effect on the date of the notice to arbitrate.

General.

(a) Entire Agreement. This Agreement, including all purchase orders and policies set out on the Premieres.ca Site, constitutes the entire understanding between the parties with respect to the subject matter hereof and there are no representations, warranties, covenants, agreements or collateral understandings, oral or otherwise, expressed or implied, affecting this Agreement which are not expressly set forth herein.

(b) Governing Law. This Agreement shall be exclusively governed by and construed in accordance with the laws applicable in the Province of Ontario (without reference to conflicts of laws principles). The parties agree that the United Nations Convention on Contracts for the International Sales of Goods shall not apply to this Agreement.

(c) Waiver of Default. Waiver by either party of any default by the other party shall not be deemed a continuing waiver of such default or a waiver of any other default.

(d) Survival. The terms and conditions that, by their sense and context, are intended to survive the performance hereof by either or both parties hereunder shall so survive the completion of performance, cancellation or termination of this Agreement.

(e) Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable, such provision shall be severed from this Agreement and the remaining provisions shall remain valid and enforceable.

(f) Language. The parties have required that this Agreement and all documents or notices resulting therefrom or ancillary thereto be drawn up in the English language. Les parties aux présentes ont demandé que ce contrat et tous les documents ou avis en résultant ou y étant assujettis soient rédigés en langue anglaise.

IF YOU DO NOT AGREE WITH EACH OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR YOU ARE NOT AUTHORIZED TO AGREE TO AND ACCEPT THIS AGREEMENT, OR YOU ARE NOT AT LEAST 18 YEARS OF AGE, YOU MAY NOT MAKE PURCHASES THROUGH THE PREMIERES.CA SITE.

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Terms and Conditions of Use

1. Rights in Premieres.ca Site and Content

1.1 The Premieres.ca Site and all content provided on the Premieres.ca Site is protected by copyright, trademark, and other applicable intellectual property and proprietary rights laws, and is owned, controlled, and/or licensed by Premieres.ca ("Premieres.ca") and/or its affiliates and related companies. Nothing contained on the Premieres.ca Site should be considered as granting, by implication, estoppel, or otherwise, any licence or right to use any trade-marks, logos, or other names, including, but not limited to, those identifying Premieres.ca and/or its affiliates and related companies or their respective products and services displayed on the Premieres.ca Site, without the express written consent of Premieres.ca or such third party that may own such trade-marks, logos and other names displayed on the Premieres.ca Site.

2. Use of Premieres.ca Site and Content

2.1 No information or material from the Premieres.ca Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way whatsoever except that you may download one copy of the materials on any single computer, for your personal, non-commercial home use only, provided you keep intact all copyright and proprietary notices. You agree that you do not acquire any rights in any downloaded content. You agree to abide by all copyright notices, information and restrictions contained in any content on the Premieres.ca Site and any content accessed through the Premieres.ca Site. You are hereby advised that Premieres.ca will aggressively enforce its intellectual property rights to the fullest extent permitted by law.

2.2 You will use the Premieres.ca Site and any content, material, or information found on the Premieres.ca Site solely for lawful purposes. You shall not upload to, distribute to, or otherwise disseminate through the Premieres.ca Site any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services. You will be solely responsible for the content of any material or information that you make available through the Premieres.ca Site. You will also be liable for any loss or damage resulting, directly or indirectly, from your making any material or information available through the Premieres.ca Site.

2.3 Premieres.ca has no obligation to, and does not and cannot review, every item of material or information that you and users other than yourself make available through the Premieres.ca Site, and Premieres.ca is not responsible for any of this material or information. However, Premieres.ca reserves the right to monitor, delete and/or refuse to transmit, move, or edit any material or information, in whole or in part, without notice to you, that it deems in its sole discretion, unacceptable, undesirable or in violation of any law. Without limiting the generality of the foregoing, Premieres.ca reserves the right to restrict or prohibit the sending of unsolicited bulk or commercial messages or the sending of numerous copies of the same or substantially similar messages or very large messages to a recipient.

2.4 With exception to items listed in Premieres Privacy Policy. You hereby grant to Premieres.ca a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sub-license any and all material or information submitted by you to the Premieres.ca Site and/or to incorporate it in other works regardless of form, medium or technology.

3. Disclaimer of Warranties & Limitation of Liability

3.1 The information contained on the Premieres.ca Site is for informational purposes only and it is not intended to meet any particular user's need. Documents provided on the Premieres.ca Site are provided as a service only, and do not constitute official versions of such documents. The Premieres.ca Site, and all content, material, information or postings found on or accessed through the Premieres.ca Site, are provided on an "AS IS" basis. Premieres.ca, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents expressly disclaim any and all representations, warranties and conditions, express and implied, including, without limitation, any and all representations and warranties of title and non-infringement, and all implied warranties and conditions of merchantable quality, fitness for any particular purpose, suitability for any particular purpose, and any representations, warranties or conditions arising from any course of dealing or usage of trade, with respect to the Premieres.ca Site or the content contained in or accessed through the Premieres.ca Site. Neither Premieres.ca nor its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents makes any representations or warranties as to the accuracy, timeliness, reliability, truthfulness or completeness of the Premieres.ca Site or the content contained in or accessed through the Premieres.ca Site, including, but not limited to, the contents of any content, information, material, or posting found on the Premieres.ca Site (including, but not limited to, any product descriptions, press releases or financial information), any services provided through the Premieres.ca Site, or any links to other sites made available on the Premieres.ca Site or the content contained on such site(s), or as to the continuous or error free use and operation of the Internet or the Premieres.ca Site. Neither Premieres.ca, its affiliates and related companies, nor each of their respective directors, officers, employees, consultants or agents makes any representations or warranties that the Premieres.ca Site or access to and use of the Premieres.ca Site will be uninterrupted, error free, or free from defects, viruses or other harmful components. You expressly agree that use of the Premieres.ca Site is at your sole risk.

3.2 Information provided on the Premieres.ca Site may contain references or cross references to Premieres.ca, its affiliates and related companies' products and services that are not available in your local area. Premieres.ca, its affiliates and related companies makes no representations or warranties as to the availability of such products and services in your local area and such references do not imply that Premieres.ca, its affiliates and related companies intend to provide such products or services in your local area. Web sites accessed through links or other means from the Premieres.ca Site have, unless otherwise indicated, been independently developed by third parties. The inclusion of any information, material, content or links on the Premieres.ca Site should not be construed as an express nor an implied endorsement of any third party products or services.

3.3 Under no circumstances, including, but not limited to, negligence, gross negligence, negligent misrepresentation and fundamental breach shall Premieres.ca or its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents be liable for any direct, indirect, incidental, special or consequential damages or any loss that result from the use of, or the inability to use, any content, information, material, or postings on the Premieres.ca Site, directly or indirectly, or the transmission of confidential or sensitive information over the Internet. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages. You specifically acknowledge and agree that neither Premieres.ca, its affiliates and related companies, nor each of their respective directors, officers, employees, consultants and agents shall be liable for any defamatory, offensive or illegal conduct of any user, including you.

4. Confidential Information and Privacy

4.1 Registration and other information that you provide through the Premieres.ca Site, together with information regarding the manner in which you use the Premieres.ca Site, will be used and disclosed by Premieres.ca in accordance with Premieres.ca's Privacy Policy.

4.2 You understand and agree that Premieres.ca cannot ensure or guarantee the privacy of your communications on the Premieres.ca Site and that any use of the Premieres.ca Site shall be at your sole risk. Any unprotected communication over the Internet is, as with communication by any other medium (such as cellular phones and post office mail), subject to possible interruption or loss, and is also subject to possible alteration. You agree that under no circumstances shall Premieres.ca, its affiliates and related companies, and their respective directors, officers, employees, consultants and agents, be held responsible or liable for situations where the data stored or communicated through the Premieres.ca Site are accessed by third parties through illegal or illicit means, including situations where such data are accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to Premieres.ca at the time) which may exist in Premieres.ca's network.

5. Indemnification

5.1 To the maximum extent permitted by applicable law, you shall defend, indemnify and hold harmless Premieres.ca, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents from and against all claims, liability, and expenses, including all legal fees and costs, arising out of: (i) your breach of any provision of these Terms and Conditions; or (ii) your use of the Premieres.ca Site, the content contained in the Premieres.ca Site and the placement or transmission of any information or other materials on the Premieres.ca Site made by you or others using your account. You agree to promptly notify Premieres.ca immediately after you become aware of any unauthorized use of your account and to take such reasonable steps as are necessary to prevent any reoccurrence of such event. Premieres.ca reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You agree to co-operate as fully as reasonably required in the defense of any claim.

6. Recourse

6.1 If you are dissatisfied or not in agreement with the Premieres.ca Site or with these Terms and Conditions, your sole and exclusive remedy is to discontinue using the Premieres.ca Site. In such an event, you agree to destroy all materials obtained by you on the Premieres.ca Site and all copies thereof. These Terms and Conditions shall survive any such termination.

7. Miscellaneous Terms

7.1 Any disputes arising hereunder shall be governed exclusively by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable in that Province, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of Ontario and/or the Federal Court of Canada in Ontario, or any other judicial district or jurisdiction as Premieres.ca may determine in any and all actions, disputes, or controversies relating hereto. These Terms and Conditions and any rules, policies, guidelines or other agreements posted on the Premieres.ca Site by Premieres.ca constitute the entire agreement between Premieres.ca and you with respect to the subject matter hereof. ANY PRODUCTS OR SERVICES THAT YOU PURCHASE THROUGH THE PREMIERES.CA SITE SHALL BE SUBJECT TO ALL TERMS AND CONDITIONS RELATING TO SUCH PURCHASE PROVIDED TO YOU FROM TIME TO TIME INCLUDING, WITHOUT LIMITATION, ALL TERMS AND CONDITIONS POSTED ON THE PREMIERES.CA SITE AND ALL TERMS AND CONDITIONS DELIVERED TO YOU (IN ANY MANNER OR FORM) IN CONNECTION WITH ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE PREMIERES.CA SITE. No waiver by either Premieres.ca or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provisions contained herein shall be determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction, such termination shall not affect the remaining provisions contained herein. The parties have required that these Terms and Conditions, and all documents relating thereto, be drawn up in English. Les parties ont demandé que cette convention ainsi que tous les documents qui s'y rattachent soient rédigés en anglais.