Please read the download agreement carefully. You will be asked to expressly agree to the download agreement before you place an order for downloads on our website.
In the download agreement, “we” means Harper Entertainment, Inc (and “us” and “our” will be construed accordingly); “you” means our customer or potential customer for downloads (and “your” will be construed accordingly).
(3) Order process
The advertising of downloads on our website constitutes an “invitation to treat”; and your order for downloads constitutes a contractual offer. The download agreement will not come into force between you and us unless and until we accept your order in accordance with the procedure detailed below.
In order to enter into the download agreement, you will need to take the following steps: (i) you must add any downloads you wish to purchase to your shopping cart, and then proceed to the checkout; (ii) you must provide your invoicing details, confirm your order and give your consent to the agreement; (iii) you will be transferred to the PayPal website, and PayPal will handle your payment; (v) we will send you an email containing a link to your document, or send you an email containing a copy of your document, or send you an email confirming that the download agreement has come into force (at which point, in each case, this download agreement will come into force).
We will not file a copy of the download agreement specifically in relation to your order. We may update the version of the download agreement on the website from time to time, and we do not guarantee that the version you have agreed to will remain accessible. We, therefore, recommend that you print and retain a copy of the download agreement for your records.
The only language in which we provide the download agreement is English.
Before you place your order, you will have the opportunity of identifying whether you have made any input errors. You may correct those input errors before placing your order using the website interface.
Our website offers a range of downloadable products.
(5) Price and payment
Prices for downloads are quoted on our website. It is possible that some of the prices on the website may be incorrect. We will verify prices as part of our sale procedures so that a download’s correct price will be stated when you pay for the download.
Payment must be made upon the submission of your order. We will withhold the downloads if the price is not received from you on time, in full, in cleared funds.
The prices on the website exclude value added taxes (where applicable).
Payment for all downloads must be made by through PayPal.
Prices for downloads are liable to change at any time, but changes will not affect download agreements that have come into force.
(6) Your warranties
You warrant to us that:
(a) you are legally capable of entering into binding contracts;
(b) you have full authority, power and capacity to agree to the download agreement;
(c) the information provided in your order is accurate and complete; and
(d) you have or have access to the necessary computer systems, software and network connections to receive and enjoy the benefit of the downloads that you purchase.
(7) License to use downloads
Subject to your payment of the applicable price and compliance with the terms of the download agreement, we grant to you a worldwide non-exclusive license to make any Permitted Use of any product; providing that you must not under any circumstances make any Prohibited Use of any product.
The “Permitted Uses” are:
(a) downloading a copy of each product;
(b) storing, viewing and editing Templates and Derivatives on a single desktop, notebook or another computer;
(c) printing an unlimited number of copies of any Derivative.
The “Prohibited Uses” are:
(a) the sale, licensing, sub-licensing, renting, leasing or commercial distribution of any product or Derivative in any format;
(b) the publishing of any product (excluding the publication of a Derivative as expressly permitted above);
(c) the use of any product or Derivative in any way that is unlawful or in breach of any person’s legal rights under any applicable law, or in any way that is offensive, indecent, discriminatory or otherwise objectionable;
(d) the use of any product or Derivative to compete with us, whether directly or indirectly.
This license is non-transferable. However, if you are a legal or other professional adviser and you purchase a product for the purpose of creating a Derivative or Derivatives for a client, you may sublicense the rights granted under this Section 7 (subject to the restrictions set out in this Section 7) to that client, in which case, from the time of the sub-licence coming into effect, you will no longer be permitted to exercise those rights.
All rights in the downloads not expressly granted in the download agreement are hereby reserved.
You must retain, and must not delete, obscure or remove, all copyright notices and other proprietary notices placed by us on any product or Derivative.
If you breach any of the terms of the download agreement, then the license set out in this Section will be automatically terminated upon such breach (whether or not we notify you of termination).
Upon the termination of the licence set out in this Section, you will promptly and irrevocably delete from your computer systems and other electronic devices all copies of the product(s) and Derivative(s) in your possession or control, and will permanently destroy any paper or other copies of the product(s) and Derivative(s) in your possession or control.
(8) Consumer rights
Nothing in the download agreement affects any statutory rights you may have as a consumer.
Under the Distance Selling Regulations, consumers usually have “cooling off” period within which they have a right to cancel contracts for goods or services entered into via the internet. However, as soon as you pay for your order, we will automatically provide you with a link to your downloadable documents, and you acknowledge that, even if you are a consumer, you will have no right to cancel your order once the documents are available for download (save in accordance with the provisions of our 48-hour money-back guarantee).
Nothing in the download agreement affects any statutory rights you may have as a consumer.
The download agreement sets out the full extent of our obligations and liabilities in respect of the downloads supplied hereunder. To the maximum extent permitted by applicable law and subject to the first paragraph of Section 12, All conditions, warranties and other terms concerning the downloads that might otherwise be implied into the download agreement are expressly excluded.
If you are entitled to a refund under this download agreement, we will usually refund any money received from you using the same method originally used by you to pay for your purchase. We will process the refund due to you as soon as possible and, in any event, within 30 days of the day we received your valid notice of cancellation.
(11) Force majeure
In this Section and Section 12 below, “force majeure event” means:
(a) any event which is beyond our reasonable control;
(b) hacker attacks, or virus or other malicious software attacks or infections;
(c) problems with the internet, part of the internet, or any third party internet service provider; and/or
(d) power failure, industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or wars.
Where a force majeure event gives rise to a failure or delay in us performing our obligations under the download agreement, those obligations will be suspended for the duration of the force majeure event.
(12) Limitations of liability
Nothing in the download agreement will: (a) limit or exclude the liability of a party for death or personal injury resulting from negligence; (b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party; (c) limit any liability of a party in any way that is not permitted under applicable law; or (d) exclude any liability of a party that may not be excluded under applicable law.
The limitations and exclusions of liability set out in this Section and elsewhere in the download agreement: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the download agreement or in relation to the subject matter of the download agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.
We will not be liable to you in respect of any losses arising out of a force majeure event.
We will not be liable to you in respect of any business losses.
We will not be liable to you in respect of any loss of or damage to profits, income, revenue, or anticipated savings.
We will not be liable to you in respect of any loss of use or production.
We will not be liable to you in respect of any loss of management time or office time.
We will not be liable to you in respect of any loss of business, contracts, commercial opportunities or goodwill.
We will not be liable to you in respect of any loss or corruption of any data, database or software.
We will not be liable to you in respect of any special, indirect or consequential loss or damage.
Our aggregate liability to you in respect of a particular contract under the download agreement will not exceed the total amount paid or (if greater) payable by you to us under that contract.
You accept that we are a limited liability entity and we have a legitimate interest in limiting the personal liability of our partners, members, and employees. Having regard to that interest, you agree that you will not bring any claim personally against any individual partners, members or employees in respect of any losses you that you may suffer in connection with the downloads or the download agreement. This will not, of course, exclude the liability of Harper Entertainment, Inc for the acts and omissions of its partners, members, and employees.
The limitations of liability in the download agreement protect any supplier of legal documents to us as they protect us.
(13) Business customers: indemnity
If you are a business customer, you hereby indemnify us and undertake to keep us indemnified against all and any liabilities, losses, damages, expenses and costs (including legal expenses and amounts paid in settlement of any demand, action or claim) arising, directly or indirectly, out of a breach by you of any of your obligations under the download agreement or any infringement by you of any of our or our licensors’ intellectual property rights.
(14) Download agreement termination
We may terminate a download agreement immediately by written notice to you if you fail to pay, on time and in full, any amount due to use under the download agreement, or if you commit any breach of your obligations to us under the download agreement or our website disclaimer.
(15) Consequences of termination
Upon the termination of the download agreement:
(a) we will cease to have any obligation to make available or deliver downloads which are undelivered at the date of termination;
(b) subject to Section 8, you will not be entitled to any refund and will continue to have an obligation to pay for downloads; and
(c) all the provisions of the download agreement (including without limitation the licence in Section 7) will cease to have effect, except that Sections 12, 13, 15 and 16 will survive termination and have effect indefinitely.
(16) General terms
The download agreement may only be varied by an instrument in writing signed by both you and us. We may revise the download agreement published on our website from time-to-time, but such revisions will not affect the terms of any contracts which we have entered into with you.
If any provision of the download agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect, and such invalid or unenforceable provisions or portion thereof will be deemed omitted.
No waiver of any provision of the download agreement, whether by conduct or otherwise, in any one or more instances, will be deemed to be, or be construed as, a further or continuing waiver of that provision or any other provision of the download agreement.
You may not transfer, assign, charge, sub-contract, sub-license or otherwise deal in any of your rights or obligations arising under the download agreement. Any attempt by you to do so will be null and void. We may transfer, assign, charge, sub-contract, sub-license or otherwise deal in any or all of our rights or obligations arising under the download agreement, at any time – providing where you are a consumer that such action does not serve to reduce the guarantees benefiting you under the download agreement.
The limitations of warranties and liability in this download agreement protect all our third party suppliers of legal templates or legal information. Subject to this, the download agreement is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person. The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement of the download agreement is not subject to the consent of any person who is not a party to the download agreement.
Subject to the first paragraph of Section 12: the download agreement contains the entire agreement and understanding between the parties in relation to the purchase of downloads from our website, and supersedes all previous agreements and understandings between the parties in relation to the purchase of downloads from our website; and each party acknowledges that no representations not expressly contained in the download agreement have been made by or on behalf of the other party in relation to the purchase of downloads from our website.
The download agreement will be governed by and construed in accordance with Texas law, and the courts of the United States of America will have exclusive jurisdiction to adjudicate any dispute arising under or in relation to the download agreement (providing that we may bring proceedings to enforce our contractual or intellectual property rights in any jurisdiction in which you are resident, established or operating).