The Client hereby agrees to comply with the Terms of the Agreement and retains BW, who accepts, for the performance of the Services in exchange for the consideration provided herein.
Price - As consideration for the performance of the Services, the Client agrees to pay BW the Invoice, all monetary amounts referred to in the Agreement being either in US or Canadian dollars (as specified in the Invoice). Price increase upon renewal - BW can increase its plans’ & products’ prices in accordance with its usual practice. Price increase will not be enforced on the Client for the duration of this Agreement, but will be implemented upon renewal.
Invoicing - BW will send the Client an annual invoice and the Client must pay BW such invoice within thirty (30) days of receipt.
Loss of term - Should the Client commit a Breach, any amount due under the Agreement as well as any accrued interest on such amount will automatically become due and payable to BW, without further notice or formality.
Interests - Should the Client fail to pay when due any sum owed under the Agreement, it must pay interest on the arrears at the rate of 1.5% per month compounded monthly, (19.56% per year) and calculated monthly as of the due date until payment in full of the amount owing.
Revision of the Agreement - Should the Client wish to add to the Services, it must send written notice of such changes to BW and grant reasonable time to effect the changes. The Client also acknowledges that BW may, from time to time, update the present Terms as well as its advertising services. The Client is bound by any changes as soon as it receives a notice to that effect and approves the changes.
Full Cooperation - The Client undertakes to fully cooperate with BW and must provide, within thirty (30) days of the signing of this contract, all documents and information about the products & services required by the advertising services purchased. If a Client fails to provide all documents and information required, BW will provide the advertising services according to the documents already in its possession, as well as with the information available on the internet.
Third Party Content - The Client acknowledges and agrees that BW can consolidate, display and publish content from third parties related to BW, and can display Client’s content to BW’s partners. The Client acknowledges that BW undertakes no liability, directly or indirectly, for any damage or loss, real or alleged, directly or indirectly caused by third parties’ content or contained in the Client's content displayed to BW’s partners.
Approval - BW has the right and option to approve, at its discretion and prior to posting on the BW website, the content of any publicity material that the Client makes available if BW considers in particular that: (a) it does not meet the standard conditions of advertising; (b) it contains false or ambiguous information; (c) it contains illegal content; (d) it contains vulgar or pornographic elements.
Ownership - The Client guarantees that he is authorized to publish its advertising online or in printed media under applicable laws and regulations. The Client also guarantees that he holds all permits and licenses that may be announced. Finally, the Client guarantees that he holds all the rights to use the trademarks or trade names contained in the advertisement.
Initial Term and Renewal - The initial term of the Agreement will be one (1) year from signature. This initial term will be automatically extended for a period of one (1) year, unless one Party has delivered to the other, at least thirty (30) days prior to the end of the initial term, written notice of its decision not to renew.
Termination – This Agreement may be terminated:
Information disclosure - The Client acknowledges that for the purposes of promoting its advertising services, BW can provide data, including statistics, yield estimates, and other information, which illustrate the results obtained by some BW clients resulting from BW services, including the Client’s.
Limitation of liability - The Client acknowledges that BW provides a considerable amount of advertising services and that errors can and may occur. BW is not able to provide its advertising services in the absence of a clause limiting its liability. Therefore, the Client also acknowledges that this limitation of liability clause is an important foundation of this Agreement and an essential condition of BW's commitment to providing the advertising services at the agreed Fees. In the case of error or omission in the advertising services, the BW liability shall be limited to the Fees payable under this Agreement for the initial term. In addition, BW will not be held responsible for possible periodic drops caused by maintenance, backup or circumstances related to the risks of the Internet.
Entire Agreement - The Agreement constitutes the entire understanding between the Parties. It supersedes any other written or verbal promise or covenant made prior to the date it was signed. The Parties have entered into the Agreement as independent parties and agree to remain as such for the duration of the Agreement.
Intellectual Property - The Client acknowledges that it may not use the name or one of BW’s trademarks without the prior written consent of BW. The Client also recognizes that BW owns all intellectual property rights relating to its advertising services, including those protected by contract, such as know-how, trade secrets, recipes and other similar assets and those protected by any law relating to patents, copyright or trademarks.
Time – In the scope of this agreement, time is of the essence.
Language - The Parties acknowledge that they have requested and agree that the Agreement and all legal proceedings, notices, correspondence and other documents directly or indirectly related to the Agreement will be written in English.
Fundamental provisions – The Parties acknowledge that the fundamental provisions of the Agreement have not been imposed by either of the Parties and that they were freely negotiated between them.
Choice of Forum and Applicable Laws - The Parties agree, in respect of any claim arising from any extracontractual or contractual liability or any legal proceeding for any purpose whatsoever in connection with the Agreement, to elect the judicial district of Montreal in the Province of Quebec, Canada, as the proper forum to hear the claim or legal proceeding, to the exclusion of any other judicial district that may have jurisdiction to hear such dispute as prescribed by Law. The Agreement will be interpreted and performed in accordance with the applicable Law of the Province of Quebec, Canada.