Sign Spec Canada

EULA


END USER LICENSE AGREEMENT

Last Updated Date: JUNE 02, 2021.

ATTENTION: THIS IS A LICENSE, NOT A SALE. THE LICENSED PRODUCTS WHICH YOU ORDER THROUGH THE SIGN SPEC WEBSITE ARE PROVIDED TO YOU UNDER THIS AGREEMENT, WHICH DETERMINES WHAT YOU MAY DO WITH THE LICENSED PRODUCTS AND CONTAINS LIMITATIONS ON REPRESENTATIONS, WARRANTIES, CONDITIONS, REMEDIES, AND LIABILITIES.

BY CLICKING THROUGH THE “I AGREE” BOX BELOW, YOU AGREE AND ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

THE LICENSED PRODUCTS ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES.

This end user license agreement (the “Agreement”) is between you and Sign Spec Canada Inc. (“Sign Spec”) and governs your use of Sign Spec’s Licensed Products. If you do not agree with these terms and conditions, you must not accept this Agreement and may not license or use the Licensed Products. This Agreement is subject to change by Sign Spec without prior written notice at any time, in its sole discretion. Any amendments made to this Agreement by Sign Spec will be in effect as of the “Last Updated Date” referred to at the beginning of this Agreement. You should review this Agreement before purchasing any Licensed Product available through this Sign Spec website. Your continued use of Sign Spec Materials or any purchases made by you from the Sign Spec website after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

By placing an Order, you affirm that you are of legal age to enter into this Agreement, and you accept and agree to be bound by these terms and conditions. You affirm that if you place an Order and enter into this Agreement on behalf of an organization or company, you have the legal authority to bind such organization or company to these terms and conditions.

For third party End Users acquiring Licensed Products from an Intermediary, and where such End User is agreeing to this Agreement in writing at the request of an Intermediary, references to “you” shall be deemed, where applicable, to be references to such End User.

  1. DEFINITIONS

In addition to terms defined elsewhere in this Agreement, the following capitalized and underlined terms shall have the meaning set forth in this Section for purposes of this Agreement:

  • Data” means all information collected and generated by Sign Spec in connection with your purchase and use of Sign Spec Materials and your Sign Spec online Account. Subject to the other terms of this Agreement, Data is deemed your Confidential Information under this Agreement.
  • End User” means a user of the Sign Spec Materials or products created using the Sign Spec Materials, who is identified in the Data delivered to Sign Spec in connection with your Order but is not the party paying for the Sign Spec Materials. 
  • Intermediary” means a third party, such as a “permit house” or a sign manufacturer, who purchases Sign Spec Materials pursuant to this Agreement to be used by a third party End User.
  • Licensed Products” means sign drawings, blueprints, and designs provided by Sign Spec, along with any updates or modifications thereto as provided by Sign Spec.
  • Order” means an order for Licensed Products placed by you through the Sign Spec website and subject to the additional use restrictions attaching to the Licensed Products described during the ordering process and on your order receipt.
  • Sign Spec Materials” shall mean the Licensed Products, documentation, and any and all other information, data, documents, materials, content, hardware, software and other technologies and inventions that are provided to you or used by Sign Spec in connection with the Licensed Products or are otherwise related thereto.
  1. LICENSED PRODUCTS
    • Grant of Rights. Subject to Sign Spec’s receipt of the applicable license fee as set out on the Sign Spec website, and your strict compliance with the terms of this Agreement, Sign Spec hereby grants you a limited, revocable, non-exclusive license to download and use the Sign Spec Materials purchased by you in connection with the creation, manufacturing, or installation of signs. You acknowledge and agree that the Sign Spec Materials are licensed on a per-use basis and therefore the terms of this license are additionally restricted by the number of signs you wish to produce using the Sign Spec Materials, as set out in your Order. The license granted hereunder is limited in time in accordance with Section 2(a).
    • Limited Use of Sign Spec Materials.
      • This license grants a right, exercisable solely by you and End Users, to: (a) download and copy the Sign Spec Materials to generate the number of signs as set out in your Order and at the locations specified in your Order.
      • If Sign Spec reasonably determines that your use, or End Users’ use, of the Licensed Products exceeds the use permitted by this Agreement, then you shall, within 3 days following the date of such determination by Sign Spec, pay to Sign Spec the retroactive licence fees determined by Sign Spec for such excessive use. In determining the licensee fee payable in accordance with the foregoing, the rates for such licences shall be determined without regard to any discount to which you may have been entitled had such use been properly licensed before its commencement.
      • The license granted hereunder is limited for use only by you and the End Users identified in your Order, provided that, notwithstanding the number of End Users, this license is only valid to produce the specific number of signs, and at the specific locations, which are identified in your Order and for which the applicable License Fee has been paid.
    • End Users. Subject to Section 2, if you are an Intermediary you may provide a copy of the Sign Spec Materials to End Users for their use in accordance with the terms of your license hereunder, provided that (a) you must have each End User agree in writing to be bound by the obligations regarding the use of the Sign Spec Materials contained in this Agreement prior to providing them with any Sign Spec Materials, and (b) you will remain responsible and liable under this Agreement for End Users’ actions and failures to take required actions with respect to the Sign Spec Materials and for any breaches by End Users of this Agreement. Notwithstanding the foregoing, you agree to enforce the provisions of this Agreement against End Users who breach the provisions of this Agreement.
    • Sign Spec Account.
      • During the registration and set-up for your online account to purchase Sign Spec Materials (“Account”), you will be required to provide certain information about yourself including, without limitation, your name, contact information, company name, provincial and national sign association memberships, and business branding. When purchasing Sign Spec Materials, you will be required to provide further information, including, without limitation, the address of the project location where the Sign Spec Materials will be used, the identity of the municipality which you will be using the Sign Spec Materials with, and End User nam As part of the registration process for your Account, you will choose a password (the "Password") for your authorized access to your Account. Your Password is unique to you alone and may not be shared with any other person. Without your Password, no one can login to your Account. You must carefully select your Password so that it cannot be easily guessed by anyone else. You agree to keep your Password absolutely confidential, and ensure it is never disclosed, accidentally or otherwise, to anyone else. You are fully responsible for all activities that occur under your Account. For each license purchased through the Site, you will also be required to provide the names of all End Users who will be provided with the Sign Spec Materials, the locations where the Sign Spec Materials will be used, and the number of signs which will be produced based on the licensed Sign Spec Materials.
      • You agree to maintain accurate information by providing updates to your Sign Spec Account as needed. You acknowledge and agree that Sign Spec will use and rely on the information provided by you, subject to the terms of this Agreement and its privacy policy, and that such information will determine the exact nature of the license you receive pursuant to this Agreement. If you provide any information that is inaccurate, not current, false, misleading or incomplete, or if there are reasonable grounds to suspect that such information is inaccurate, not current, false, misleading or incomplete, Sign Spec has the absolute right, in its sole discretion, to terminate or suspend your Account and your license to use the Sign Spec Materials. You agree to immediately notify Sign Spec of any unauthorized use, or suspected unauthorized use, of your Account or any other breach of security. Sign Spec shall not be liable for any loss or damage arising from your failure to comply with the above requirements.
      • Sign Spec will not be responsible for any loss, theft or misuse of your Account usernames or Passwords. You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Sign Spec Materials; and (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Account and Sign Spec Materials.
    • Restrictions on Use. You shall not, nor shall you permit any End User or other person to, do any of the following: (a) use the Sign Spec Materials for any purpose, or in any manner not specifically authorized by this Agreement, (b) copy, distribute, resell, sublicense or otherwise transfer the Sign Spec Materials to any third party other than an End User in accordance with Section 3, (c) rent, lease, lend, sell, distribute or publish, the Sign Spec Materials to any person other than an End User in accordance with Section 2.3, (d) modify, adapt, alter, or create derivative works of the Sign Spec Materials, (e) refer to or otherwise use the Sign Spec Materials as part of any effort to compete with Sign Spec or any other purpose that is to Sign Spec’s detriment or commercial disadvantage, (f) remove, delete, alter or obscure any notice, serial number, trademarks, warranties, disclaimers, or any copyright or other intellectual property or proprietary rights notices appearing on the Sign Spec Materials, or (g) use the Sign Spec Materials in any manner that is in violation of any applicable laws, regulation or rule including, but not limited to, applicable restrictions concerning copyright and other Intellectual Property Rights; or (h) publicly distribute, or permit the public distribution, of any images, video or other depictions of your use of the Sign Spec Materials.
    • Changes to Sign Spec Materials. Sign Spec reserves the right, in its sole discretion, to make any changes to the Sign Spec Materials that it deems necessary to maintain or enhance the quality, delivery, or efficiency of the Sign Spec Materials, or to comply with applicable laws, provided that no such changes will materially reduce the functionality or utility of the Sign Spec Materials. Sign Spec may notify you from time to time of any amendments to the Sign Spec Materials and, in such case, you agree to cease using the purchased Sign Spec Materials and to only use the version as amended by Sign Spec.
    • Limited Products Warranty. Sign Spec warrants to you that the Licensed Products have been created using personnel of appropriate skill, experience and qualifications, and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar products.
  2. PRICE AND PAYMENT TERMS
    • All prices, discounts and promotions posted on the Sign Spec website are subject to change without notice. The price payable for a Licensed Product (the “License Fee”) will be the price advertised on the Sign Spec website at the time your Order is accepted by Sign Spec, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your Order confirmation email. Price increases will only apply to Orders placed after the time of the increase. Prices posted on the Sign Spec website do not include taxes and you will be responsible for payment of all sales, use, excise, value-added or other tax or governmental charges imposed on the purchase and use of the Sign Spec Materials. All such taxes will be added to your total price and will be itemized in your Order email receipt. Sign Spec may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to Sign Spec Materials, pricing and availability. Sign Spec reserves the right to correct any errors, inaccuracies or omissions at any time and to cancel any Orders arising from such occurrences.
    • Terms of payment are within Sign Spec’s sole discretion and payment must be received in full at the time of Sign Spec’s acceptance of an Order, unless otherwise agreed in writing. Sign Spec accepts credit card payments for purchases. You represent and warrant that (i) the credit card information you supply is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at Sign Spec’s then current posted prices, including all applicable taxes, regardless of the amount quoted on the Sign Spec website at the time of your Order.
  3. PROPRIETARY RIGHTS.
    • You acknowledge and agree that the Sign Spec Materials are provided under licence, and not sold, to you. All right, title and interest in and to all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any copyright or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) in the Sign Spec Materials remain the sole and exclusive property of Sign Spec and its licensors.
    • You do not acquire under this Agreement any ownership interest or Intellectual Property Rights in the Sign Spec Materials, or any other rights thereto, other than the right to use the Sign Spec Materials in accordance with the license granted under Section 2 above and subject to all terms, conditions and restrictions under this Agreement.
    • You acknowledge that the Sign Spec Materials are commercially valuable to Sign Spec and are treated as confidential and proprietary. All rights not expressly granted to you under this Agreement are reserved by Sign Spec.
    • You shall safeguard all Sign Spec Materials (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access. You shall promptly notify Sign Spec if you become aware of any infringement of Sign Spec’s Intellectual Property Rights in the Sign Spec Materials and fully cooperate with Sign Spec in any legal action taken by Sign Spec to enforce its Intellectual Property Rights.
    • All rights in the trademarks, trade names, logos and designs of Sign Spec, whether or not appearing in large print or with the trademark symbol, belong exclusively to Sign Spec or their respective owners, and are protected from reproduction, imitation, dilution or confusing or misleading uses under national and international trademark and copyright laws, as applicable. The use or misuse of these trademarks, trade names, logos and designs, except as permitted herein, is expressly prohibited and this Agreement does not otherwise confer on you any license or right under any copyright or trademark of Sign Spec or any third party.
    • You shall not remove, modify or alter any Sign Spec copyright, trademark, logo or other proprietary rights notices or serial numbers from any part of the Sign Spec Materials, whether such notices are contained in or on electronic or physical (if any) media or documentation. Any copies of the Smart Serve Materials which you make pursuant to this Agreement must contain the same copyright and other proprietary notices and serial numbers that appear on the original Sign Spec Materials delivered to you.
  4. Data
    • You hereby grant to Sign Spec a non-exclusive, royalty-free, worldwide, irrevocable, perpetual right and license to use Data as necessary to provide the Sign Spec Materials to you. You warrant that Data provided by you to Sign Spec is true and accurate and you will keep it up-to-date.
    • You agree that Sign Spec may disclose relevant aspects of your Data to municipalities and provincial and national sign associations for the purpose of ensuring your compliance with the terms of this Agreement and the license granted hereunder, including but not limited to your name, company, business or brand name, contact information, address of the project location where the Sign Spec Materials will be used, municipality, and End User nam Sign Spec maintains agreements with its municipal partners and provincial and national sign associations which limit the use and disclosure by such entities of your Data. Sign Spec may be obliged to disclose Data pursuant to applicable laws. For more information about the use and disclosure of your personally identifiable information, please see Sign Spec’s privacy policy.
    • Notwithstanding any other provision of this Agreement, Sign Spec may monitor and compile anonymized statistical data based upon Data and your and End Users’ use of the Sign Spec Materials (which may be combined with other data of Sign Spec’s other customers, but always in an aggregate and anonymous manner) to derive statistical and performance information related to the provision of the Sign Spec Materials (“Aggregated Statistical Information”) and Sign Spec may use or make such Aggregated Statistical Information publicly available, provided that such Aggregated Statistical Information does not include any data that would enable, directly or indirectly, the identification of you or any End User or the disclosure of Confidential Information. Sign Spec retains all rights, title and interest in and to such Aggregated Statistical Information.
  5. PRIVACY

Sign Spec respects your privacy and is committed to protecting it. Sign Spec’s privacy policy, which can be viewed at https://signspec.ca/privacy-policy/ governs the processing of all personally identifiable information collected from you in connection with your purchase and use of Sign Spec Materials through the Sign Spec website. With respect to any personal information that is collected, used and/or disclosed under Sign Spec’s privacy policy in connection with the Sign Spec Materials, you acknowledge and agree that Sign Spec shall be entitled to (and you hereby consent to) collect, use and disclose such personal information in accordance with the purposes set out in Sign Spec’s privacy policy.

  1. TERM AND TERMINATION
    • The term of this Agreement will commence on the date on which you accept this Agreement including for End Users who are agreeing to the terms of this Agreement but did not purchase the Licensed Products. Unless terminated earlier as set forth below, the license granted under this Agreement will continue in effect until the number of signs for which you have purchased a license, as set out in your Order (the “Term”) have been produced.
      • Notwithstanding any other provision of this Agreement, the license granted under this Agreement will terminate on the second anniversary of the date on which you purchase the Sign Spec Materials, regardless of whether or not the number of signs for which you have purchased a license have been produced.
      • Without prejudice to any of Sign Spec’s rights or remedies available under this Agreement, this Agreement and the license granted hereunder may be terminated at any time by Sign Spec, without notice to you, if either you or an End User fail to comply with any of the terms of this Agreement.
    • Upon Termination. Upon expiration or termination of this Agreement for any reason, all rights, privileges, and licenses granted to you hereunder shall forthwith terminate and you will cease to use and will destroy all copies of Sign Spec Materials in your possession. Sign Spec shall not be liable to you, or any third party, for damages of any sort resulting from the termination of this Agreement in accordance with its terms.
    • The terms and conditions in this Agreement, which by their nature and context are intended to survive any termination, shall so survive such termination including, for the avoidance of doubt, Sections 2.5, 4, 5, 6, 7.3, and 8 to 14.
  2. CONFIDENTIALITY
    • Confidential Information Defined. As used herein, the term “Confidential Information” shall mean all information and documentation relating directly or indirectly to the business, business practices, trade secrets or affairs of a party, including but not limited to, information that (a) is marked “Confidential”, “Restricted,” or “Proprietary Information” or other similar marking, (b) pertains to the internal business, financial and marketing information of either party, (c) pertains to the contractual terms, fees and pricing relating to this Agreement, (d) is known by the parties to be considered confidential or proprietary, or (e) should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder, (ii) was previously known to the receiving party as evidenced by its written records, (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality, or (iv) is independently developed by the receiving party without reference to or use of the other party’s Confidential Information.
    • Restrictions on Disclosure. Each party agrees that during the Term and at all times thereafter, it will not disclose the other party’s Confidential Information to any person or entity, except to its own personnel having a legitimate need to know and who have entered into a written agreement with the receiving party containing confidentiality provisions as restrictive as those set forth in this Section 8. Subject to Section 9, neither party will use or permit its personnel to use any Confidential Information for purposes other than the performance of its duties under this Agreement. Each party will use at least the same degree of care in safeguarding the other party’s Confidential Information as it uses in safeguarding its own Confidential Information, but in no event will a party use less than reasonable diligence and care. To the extent the receiving party is required by law to disclose Confidential Information it received from the disclosing party, the receiving party shall provide the disclosing party with prompt written notice of such requirement and shall cooperate with the disclosing party in taking such steps as may be reasonably directed by the disclosing party to maintain the confidentiality of the information subject to disclosure. Upon termination of this Agreement, each party will cease using the other party’s Confidential Information for any purpose and, if requested in writing, will promptly return to the other party all documents or other materials in its possession that contain the other party’s Confidential Information in whatever format, whether written or electronic, including any and all copies or reproductions of the other party’s Confidential Information. Notwithstanding the foregoing, you acknowledge and agree that Sign Spec may disclose your Data in accordance with Section 2 above.
  3.  

Sign Spec welcomes ideas, comments, suggestions or other feedback regarding improvements or additions to the Sign Spec Materials. If You submit comments, messages, suggestions, ideas, concepts, feedback or other information about the Sign Spec Materials, Sign Spec or its business (collectively, “Submissions”), you: (a) represent and warrant that none of the Submissions are confidential or proprietary to you or to any other party; (b) represent and warrant that none of the Submissions breach any agreement to which you are a party; and (c) grant to Sign Spec an exclusive, fully paid-up, royalty-free, perpetual, irrevocable, transferable, sub-licensable, worldwide license to use, share and commercialize such Submissions in any way and for any purpose. You hereby waive, and will ensure that your personnel waive, in favour of Sign Spec and its successors and assigns, any and all moral rights in and to all Submissions.

  1. CUSTOMER INDEMNIFICATION

You hereby agree to indemnify, defend at your own expense and hold harmless Sign Spec and its directors, officers, employees, licensors, agents and affiliates (collectively the “Indemnitees”) from and against any and all claims, damages, liabilities, costs and expenses (including reasonable legal fees) incurred by any of them in connection with: (a) breach by you or any End User of any representations, warranties or covenants under this agreement; and (b) any and all uses of the Sign Spec Materials by you and End Users. This indemnity will survive any termination of this Agreement, howsoever caused.

  1. DISCLAIMER

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 2.7 OF THIS AGREEMENT AND TO THE GREATEST EXTENT ALLOWED BY LAW, THE SIGN SPEC MATERIALS ARE PROVIDED ON AN "AS IS, WITH ALL FAULTS BASIS" AND SIGN SPEC HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SIGN SPEC MATERIALS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSE, OR COMPLIANCE WITH STANDARDS OR LAWS. UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN, SIGN SPEC DOES NOT WARRANT THAT THE SIGN SPEC MATERIALS WILL BE ERROR FREE, NOR DOES SIGN SPEC WARRANT THAT THE SIGN SPEC MATERIALS WILL MEET ALL YOUR REQUIREMENTS. YOU ASSUME ALL RISK FOR DAMAGES THAT MAY RESULT FROM THE USE OF THE SIGN SPEC MATERIALS, INCLUDING BODILY INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIGN SPEC OR ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, OR INTERRUPTION OF BUSINESS, HOWSOEVER CAUSED AND WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE OR OTHER THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SIGN SPEC MATERIALS, EVEN IF SIGN SPEC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SIGN SPEC’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY OR OTHERWISE, EXCEED THE AMOUNTS RECEIVED BY SIGN SPEC FROM YOU OR THE INTERMEDIARY, AS APPLICABLE, FOR SIGN SPEC MATERIALS PURCHASED UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.  

  1. Your responsibilities

You acknowledge and agree that your use of Sign Spec Materials does not relieve you of any obligation which you may have to comply with federal and provincial legislation which is applicable to your industry and your workplace or your responsibilities under any applicable law. The use of Sign Spec Materials is not a substitute for any of the legal obligations which you may otherwise have.

  1. Miscellaneous Provisions
    • Excusable Delays in Performance. Sign Spec shall not be liable to you for any delay in the performance of its obligations hereunder which is caused by events or circumstances beyond its reasonable control, including acts of God, flood, fire, earthquake, tsunami, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to Sign Spec’s workforce), or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown, or power outage.
    • Equitable Relief. You acknowledge that damages will not be an adequate remedy for a breach of this Agreement or a breach or misappropriation of Sign Spec’s Intellectual Property Rights. You shall not, and nothing in this Agreement shall, interfere with, delay, obstruct, or prevent Sign Spec from taking any steps prior to taking action to seek an interim and interlocutory equitable remedy on notice or ex parte to enforce any provision herein to protect its rights. Any such relief or remedy shall not be exclusive, but shall be in addition to all other available legal or equitable remedies. You agree that the provisions of this Section are fair and reasonable in the commercial circumstances of this Agreement.
      • To You. Sign Spec may provide any notice to you under this Agreement by: (i) sending a message to the email address you provide under your Account or (ii) posting to your Sign Spec Account. Notices sent by email will be effective when the email is sent, and notices provided by posting will be effective upon posting. It is your responsibility to keep your email address current.
      • To Sign Spec. To give notice under this Agreement, you must contact Sign Spec by email at info@signspec.ca. Sign Spec may update the address for notices by posting a notice on the Sign Spec website or by update to this Agreement. Notices provided by email will be effective one business day after they are sent.
    • Assignment and Subcontracting. You will not assign any of your rights or delegate any of your obligations under this Agreement without Sign Spec’s prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves you of any of your obligations under this Agreement.
    • No Waivers. The failure or delay by Sign Spec to exercise or enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Sign Spec.
    • Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in that Province. Each of the parties irrevocably and unconditionally submits and attorns to the exclusive jurisdiction of the courts of the Province of Ontario to determine all issues arising from this Agreement. The parties specifically disclaim the United Nations Convention on Contracts for the International Sale of Goods.
    • Miscellaneous Terms. The section headings contained in this Agreement are inserted for reference purposes only and will not affect the meaning or interpretation of this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement. This Agreement, including documents incorporated by reference and the terms of your Order, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions or representations, whether written or oral. Sign Spec reserves the right to modify this Agreement as needed from time to time. The failure of Sign Spec to assert any of its rights under this Agreement, including the right to terminate this Agreement in the event of a breach or default by you, will not be deemed to constitute a waiver by Sign Spec of its right thereafter to enforce every provision of this Agreement in accordance with their terms. The parties are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Sign Spec and you. Neither party has the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein. You may not assign any rights or obligations under this Agreement and any purported assignment shall be ineffective. Sign Spec may assign or transfer any and all of its rights and obligations under this Agreement to any other party without notice to you.

BY SIGNING “I AGREE”, YOU HEREBY AGREE THAT TOU HAVE REVIEWED, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, AND FURTHER AGREE TO ENSURE THAT ANY END USERS TO WHOM YOU PROVIDE THE SIGN SPEC MATERIALS DO THE SAME.

Today's Date: October 22, 2021

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Signature Certificate
Document name: EULA
lock iconUnique Document ID: 9c8230eea08b3d68b8a602eb39fd4cd6889874c1
Timestamp Audit
October 16, 2020 1:42 am EDTEULA Uploaded by Sign Spec Canada - info@signspec.ca IP 99.243.150.86
February 8, 2021 4:14 am EDTSignSpec Admin - info@signspec.ca added by Sign Spec Canada - info@signspec.ca as a CC'd Recipient Ip: 99.243.150.86