Thank you for choosing www.crear.ca (the “Site”) for your development, packaging, management or other business needs. Our products and services (collectively the “Services”) are subject to these Terms of Service (the “Terms”).
PLEASE READ THIS DOCUMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU.
These Terms are effective from the date you place your order and form a binding legal agreement between Crear Management, Ltd. (“Crear”), and either (i) you in your individual capacity or (ii) you and the business or entity you are representing and for whose benefit you order the Services (“you” or “your”).
ORDER BASICS — CREATION:
1. Acceptance of Terms. Crear’s acceptance of any order is expressly made conditional upon your agreement to these Terms. By placing an order, you confirm that you have first read, understood and accepted these Terms and you acknowledge that you are bound by them. If you do not wish to be bound by these Terms, do not complete your order.
2. Placement of Orders. Placement of an order by phone, email using the Crear website (the “Site”) or any other method shall constitute an order to Crear. Subject to your obligations set forth below, Crear will begin work on your project after receiving your order.
4. Order Confirmations. A confirmation email is normally sent upon receipt of each order. Make sure that Crear’s e-mail address is not blocked by spam filters. If you do not receive a confirmation e-mail, contact Crear to confirm our receipt of your order. To avoid possible double-ordering (and double-billing), resubmit an order only if Crear confirms in writing that your original order was not received.
5. Price Quotations. Pricing information regarding the different Services offered is posted on the Site. In the unlikely event that the pricing on the Site is inaccurate, Crear will respond with accurate pricing and allow you the chance to accept or reject the correct price. Crear may add new Services at any time. Taxes, as required by law, are in addition to all prices listed.
All prices, pictures and descriptions on the Site are subject to change. Crear is not responsible for pricing, typographical or other errors, in any price estimate or Site description, and reserves the right to cancel or refuse, in its sole discretion, any orders resulting from such errors.
You represent and warrant that you are the rightful owner of, or are authorized to use, the credit card utilized in connection with any transaction and you authorize Crear to charge the credit card for all Services. Crear does not keep credit card information on Crear’s servers. Crear uses PayPal for payment processing. Their terms and conditions are located here: https://paypal.com.
Invoices are sent based upon agreed milestones or as outlined in a quote. Payment is due immediately upon receipt of invoice.
6. Declined Orders. Crear reserves the right to decline any order for Services at any time and for any reason. You specifically agree to the foregoing and further agree not to hold Crear liable for any inconvenience or losses incurred by you as a result of an order being declined.
7. Canceling/Modifying Orders. You may cancel or modify an order, in whole or in part, only on the condition that you first: (i) pay for all administrative charges, work completed, work in process, raw materials ordered, engineering, handling, overhead, production costs, and any other costs incurred by Crear in connection with the order; and (ii) agree in writing to a price adjustment (up or down) reflecting the new charges associated with the order (if any), or part(s) thereof, that you wish to modify. These various charges will be calculated by Crear at the time of the request for cancellation or modification.
You have ten (10) days from receipt of any project or other deliverable to notify Crear of any issues with the project or deliverable. If you don’t notify Crear within ten (10) days, you will be deemed to have accepted the project and/or any deliverables.
Crear reserves the right to modify an order provided the modifications do not adversely affect the form, fit or function of the Service ordered.
Crear provides services as seen in Services drop down in website.
8.1 Timelines and materials do not include the time or costs incurred in procuring software licenses, subscription, hosting, domain names or other incidental costs and is limited only to the scope of services and consultancy within a quotation or proposal provided to you by Crear.
9. Content. You represent and warrants that you have the full legal right and title, or otherwise have all rights necessary, to all data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images or data of any kind (“Content”) that you provide to Crear. You hereby grant to Crear a worldwide, perpetual, fully paid license, to use all Content provided by you for the purposes of performing the Services.
All Content provided by Crear as part of the Services may be used by Crear for any other purpose including using such Content for other Clients or for promotional purposes. All Content provided by Crear as part of the Services is for your personal use only and shall not be sold, transferred or otherwise used or published by you other than as incorporated in the Services.
10. Regulated Uses. You are solely responsible for assuring compliance with any and all statutory or regulatory laws, rules, regulations and requirements pertaining to the intended use of the Services including, without limitation, the Content. You shall indemnify, defend and hold harmless Crear from any Claims arising out of, connected with or related to the your failure to so comply.
11. Intellectual Property Infringement. You warrant and represent that the Content, ideas, plans, schematics, specifications, and other related data or information submitted by you, and the Services performed in accordance therewith, are original inventions/works of authorship, designed and created by you, or are owned by you or you have all necessary rights to such Content to have the Services contemplated by this Agreement performed using such Content. You further represent and warrant that the Content provided by you does not — either by itself or as incorporated into the Services — infringe or violate any rights (including but not limited to patent, copyright or trade secret rights) of any third party. You further warrant and represent that the Content submitted by you does not infringe or violate any local, state, federal or international law, code or regulation. You shall defend, indemnify and hold harmless Crear against any and all Claims arising out of, connected with or related to the foregoing warranties and representations.
12. Delivery Time Quotations. Delivery times quoted are estimates only. While Crear strives to deliver on time and as requested, there are many factors that can delay delivery. Under no circumstances shall Crear be liable for any special or consequential damages, or for any loss, damage or expense (whether or not based on negligence) directly or indirectly arising from delays or failure to give notice of delay.
13. Delivery Method. The mode of delivery is typically as stated at the time your order is placed. However, Crear, at its sole discretion, may elect to change the mode of delivery as long as such change does not substantially affect the time of delivery to you.
14. Import / Export. You acknowledge that the transactions contemplated by these Terms, which may include or involve technology and software, may be subject to the export control laws and regulations of Canada, and may also be subject to the customs and export laws and regulations of the country in which the Services are manufactured and/or received by you. You acknowledge that it is your sole responsibility to comply with and abide by those laws and regulations, and you warrant and represent that you will do so. Under certain laws, certain products may not be exported, re-exported, or transferred to restricted countries, restricted end-users, or for restricted end-uses. You warrant and represent that you will not export, re-export, or transfer any portion of the Services to restricted countries, to restricted end-users, or for restricted end-uses. You also warrant and represent that you are not located in, or a resident or national of, a restricted country and that you are not engaged in or financially or materially supporting any restricted or illegal activities. You are responsible for obtaining and paying for any permits, licenses, or other governmental authorization(s) required, as well as comply with all laws and regulations thereof. You shall indemnify and hold Crear harmless from any and all Claims arising out of, connected with or related to these promises, warranties and representations, or the breach or alleged breach of same. By placing an order you confirm explicitly that you agree to the foregoing, and you acknowledge explicitly that your promises, representations and warranties and indemnification obligations under this Section are ongoing and shall survive the termination of the transactions contemplated by these Terms.
PROBLEMS WITH YOUR ORDER:
15. Title / Risk of Loss. Regardless of the method of delivery, title and risk of loss will pass from Crear to you upon delivery of the order to the carrier. Loss or damage that occurs during shipping by a carrier selected by Crear is Crear’s responsibility, and shall be remedied solely by replacement of the lost or damaged product. Loss or damage that occurs during shipping by a carrier selected by you is your responsibility.
16. Acceptance. Once the Services, digital or otherwise, are complete and delivered to you, you are deemed to have accepted the Services if you do not contact us within 15 days to inform us of any issues or problems and you waive any such
17. Limited Warranty. Crear warrants to the original purchaser that the Services will be performed in a workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS PROVIDED IN THIS SECTION, CREAR MAKES NO WARRANTIES OF ANY KIND AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING WITHOUT LIMITATION THAT THE SERVICES PERFORMED HEREUNDER WILL BE FREE FROM ERROR, AND INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE IN THE TRADE.
18. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CREAR SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES HEREIN AUTHORIZED INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, LOST SAVINGS, OR FOR ANY DAMAGE RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES CREATED BY CREAR EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. CREAR’S TOTAL LIABILITY SHALL BE LIMITED TO THOSE DIRECT DAMAGES SUFFERED BY YOU DUE TO CREAR’S PERFORMANCE OF THE SERVICES AND IN AN AMOUNT NOT TO EXCEED THE FEES ACTUALLY PAID BY YOU TO CREAR FOR SERVICES DIRECTLY RELATED TO THE DAMAGES SUFFERED. EXCEPT FOR AN ACTION BASED ON NON-PAYMENT, NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.
19. Indemnifications. Indemnification under the various indemnification provisions herein covers any and all claims, costs, demands, complaints, damages, assessments, actions, suits or other proceedings, liabilities, judgments, penalties, fines or amounts paid in settlement (collectively, “Claims”) and include, but are not limited to, all judgments, settlements, losses, liabilities, court/ADR costs, fines, attorney’s fees, penalties, and other litigation/negotiation/ADR costs and expenses arising out of, connected with or related to such Claims. The various indemnification provisions set forth in these Terms shall survive the consummation or termination of the transactions contemplated by these Terms.
20. Miscellaneous Terms
Severability. If and to the extent that any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and, if possible, shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of any other provision of this Agreement in that or any other jurisdiction.
Section Headings. The section headings and numbering of this Agreement are for convenience of reference only, and shall not define or limit any of the terms or provisions hereof.
No Waiver. No failure or delay by Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise thereof by Company shall preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
Entire Agreement. This Agreement contains the entire agreement and understanding between the parties and merges and supersedes all representations and discussions between the parties.
Governing Law/Venue. This Agreement shall be governed by and construed in accordance with the laws of Canada. The parties hereby irrevocably submit to the exclusive jurisdiction of the courts located in Quebec, Canada with respect to any matter arising out of or relating to this Agreement and irrevocably waive any objection they may now or hereafter have as to the venue for any proceeding relating to this Agreement or that such court is an inconvenient forum. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
These Terms are effective as of May 17th, 2020 .