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PRENAX INC, AGREEMENT TERMS AND CONDITIONS
Prenax provides subscription services to manage, handle and administer
subscriptions to domestic and international newspapers, magazines and
journals for businesses and institutions.
1. Brief Description of Prenax Online
Through Prenax Online, Prenax clients may access Prenax's subscription
services via the Internet. Prenax Online clients may change addresses,
cancel subscriptions, order new subscriptions and make similar changes;
access data related to their own organizations' current subscriptions
with Prenax; search selected sections of Prenax's database; prepare
certain summaries; and more. Prenax reserves the right to modify its
Internet service without prior notice and/or implement additional
content/functions in a manner deemed suitable by Prenax.
2. Becoming a Prenax client
To become a Prenax client, a prospective client can contact Prenax via its
web site, with a subsequent follow up meeting or telephone call from a Prenax
representative, or the prospective client may be contacted directly by a
Prenax representative. Once a prospective client has decided to become a
Prenax client, the Prenax representative will solicit information from the
client, such as billing and delivery addresses, user names, and the like in
order to set up a Prenax Online account. Once a Prenax Online account has
been created, orders may be placed by the client. Once an order has been
placed with Prenax, whether through Prenax Online or some other method, the
client accepts full responsibility for that order, and its subsequent payment.
3. User name and password
Upon approval by Prenax, each Prenax Online client is assigned a user name
and a password to access Prenax Online services. Prenax Online clients agree:
(i) not to reveal their user name or password to others, or to note or store
them in such a way that they can be associated with Prenax Online; and (ii)
if it is suspected that an unauthorized person has gained access to a password,
this shall be reported to Prenax without delay. The Prenax Online client is
responsible for losses or damages incurred by Prenax: (i) if the Prenax Online
client has intentionally or unintentionally revealed a password to an
unauthorized person or persons; (ii) a password, in any other way, has become
accessible to an unauthorized person, and if the Prenax Online client has not
changed the password and notified Prenax immediately after suspicious activity.
4. Delivery
There is always a delay from the time when a subscription is ordered to the time
when a subscription is delivered. The typical delay can be up to: 1-2 weeks for
daily North American newspapers, 2-4 weeks for North American weekly magazines,
and 4-12 weeks for North American monthly magazines; 4-12 weeks for European
publications; 6-16 weeks for other foreign publications. The method of delivery
is as agreed, e.g. via surface mail, airmail, or when appropriate, via fax,
e-mail or the Internet and delivery conditions are as specified by the
respective suppliers or supplier's agents. In no event shall Prenax be
responsible for delays beyond its reasonable control.
5. Pricing
Prenax shall determine the price of a subscription at its discretion.
Specified subscription prices are based on current information from the
respective suppliers and the currency rate(s) applicable at the time.
Prenax therefore reserves the right to make changes to subscription
prices based on changes by suppliers, and with non-domestic suppliers,
currency fluctuations. As a result, there may be supplementary charges
or credits without prior notification. Included in prices are all
administrative costs for ordering subscriptions, however additional
charges may apply for other services. Prenax prices exclude additional
sales, usage and value added taxes, where applicable.
6. Refunds
Many suppliers do not offer refunds. Clients are always encouraged to
transfer the delivery of current subscriptions to another user instead
of canceling subscriptions. In the case where the supplier does not
provide a refund, Prenax cannot provide the client with a refund. If
a Prenax client chooses to cancel a refundable subscription, Prenax
will refund eighty percent (80%) of the supplier's pro-rated refund
amount, however, a full refund will be awarded if the refund is
necessitated due to a Prenax error.
7. Conditions of payment
Payment shall be made within ten (10) days of receipt of an invoice
unless a longer period is agreed upon. For late payments, a penalty
charge of two percent (2%) per month is levied. If Prenax must send
an additional reminder, an additional five percent (5%) will be charged.
Late payments are defined as those received by Prenax two (2) days after
the payment due date. Invoices are to be paid in full.
8. Missed Issues
If an issue is not delivered, please report the non-delivery to Prenax
immediately. Prenax cannot guarantee a replacement issue if a non-delivery
report is received late, or the supplier no longer has the issue in stock.
In those cases where suppliers require payment for replacement issues,
Prenax will invoice the client.
9. Renewals
Prenax uses three methods for handling renewals. The client will have the
option of choosing which of these methods Prenax will use to handle the
renewal of subscriptions previously ordered through Prenax.
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Automatic: subscriptions that are coming up for renewal with
Prenax will automatically be placed on the behalf of the client.
The automatic renewal setting will not generate prior notification
to the client, and will not require an approval from the client
for the renewal order to be placed by Prenax.
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Attention: subscriptions that are coming up for renewal
with Prenax will be displayed for the client within Prenax Online.
The client will have 20 days to deny the renewal. If the client takes
no action, Prenax will place the renewal order.
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Question: subscriptions that are coming up for renewal
with Prenax will be displayed for the client within Prenax Online.
The client will have the opportunity to approve or deny the renewal.
If the client takes no action, Prenax will not place the renewal order.
10. Limitation of liability
Prenax is not responsible for damages caused by acts of God, governmental
actions, acts of war, strikes, blockades, boycotts, lockouts, labor disputes,
failure of equipment, accident, or other similar occurrences. This exclusion
from responsibility also applies if Prenax itself is targeted by strikes,
blockades, boycotts and lockouts or if Prenax should elect to enact any such
measure. If as a result Prenax is prevented from fulfilling its obligations
in accordance with these general conditions, either in full or in part, such
obligations may be fulfilled after such circumstances are resolved. Prenax
assumes no responsibility for damages incurred by suspensions in accessibility
to Prenax Online or for damages incurred by interruptions, faults or
shortcomings in telecommunications, communications equipment, software or
Internet subscription service. Prenax shall not make reimbursement for
damages that may arise under other circumstances if Prenax has exercised
reasonable care. In no case is Prenax liable for indirect or consequential
damages. Prenax assumes no responsibility for damages caused by suppliers,
others who provide similar services, or sub-contractors or parties acting on
behalf of Prenax Online clients. Damages for any claim, loss, loss of profits,
or injury or breach of any kind are limited to the amount of the subscription.
In the event that the term of a subscription cannot be completed due to the
cessation of that publication and/or its supplier/distributor, Prenax will
make reasonable efforts to obtain a like substitute, if one is offered by
the supplier or its successor, or to obtain a refund for the balance of the
term in question, if one is offer by the supplier or its successor. However,
Prenax assumes no liability for the actions of a third party in the termination
of any publication that results in the inability to complete the fulfillment of
the subscription term.
11. Disputes
Disputes related to this agreement shall be resolved in any court of competent
jurisdiction located in the City and County of San Francisco, California in
accordance with the substantive and procedural law of California without the
application of principles of conflicts of law. This contract is deemed made
and executed in the State of California. Except as expressly warranted herein,
Prenax does not make any warranties of any kind, whether expressed, implied,
or statutory, including, without limitation, any implied warranty of
merchantability or fitness of the services for a particular purpose, or
that the service shall be error or virus free or uninterrupted.
12. Modifications
To ensure continual development of Prenax Online, Prenax reserves the right
to modify the service's format, operational methods, technical specifications,
systems, other functions, etc. Prenax also reserves the right to make
modifications to these terms and conditions. Prenax may notify Prenax
Online clients of these changes via e-mail. If such modifications are
unacceptable to a Prenax Online client, the Prenax Online client has
the right to cancel the agreement within thirty (30) calendar days,
effective on receipt of such cancellation. Such cancellations shall
only affect Prenax Online service.
13. Cancellation
Prenax reserves the right to suspend service to a Prenax Online client
without prior notice if the Prenax Online client has failed to observe
these terms and conditions, and to cancel the subscription service
agreement with the Prenax Online client immediately. In the event of
such cancellation, no refund will be due and Prenax may cancel client
subscriptions, placed through Prenax, in order to recoup outstanding
accounts payable. Both Prenax and Prenax Online clients have the right
to cancel this agreement upon thirty (30) calendar days' notice of
cancellation in writing to the other party via certified mail. Client
shall send such notice to the attention of Prenax's President. Upon
cancellation, the parties shall settle all unfulfilled obligations in
accordance with this agreement, including payment for all subscriptions
to the extent the supplier(s) will not grant refunds or cancellations.
This agreement shall continue to be in effect until the parties have
fulfilled all obligations to one another.
14. Assignment and Modification
Without the written consent of Prenax, Prenax clients may not, either
in part or in full, transfer their rights and obligations to others.
Prenax reserves the right to transfer all or selected rights and
obligations in accordance with these terms and conditions to others.
Furthermore, Prenax reserves the right to engage sub-contractors when
deemed appropriate to fulfill the obligations undertaken by Prenax in
accordance with these terms and conditions. No modification to these
terms and conditions and agreement is effective unless agreed by the
other party in writing or e-mail.
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