TERMS & CONDITIONS - The Marker

TERMS AND CONDITIONS OF USE

I. BROWSING AND USE

Browsing and utilizing the Websites are strictly subject to full compliance with all terms of use as specifically detailed within these Terms and Conditions.

II. GENERAL PROVISIONS

1. Acceptance of Terms

Welcome to the digital platforms of The Marker Publishing Group, Inc. (the “Company”). These Terms and Conditions (“Terms”) govern your access to and use of our primary website, https://tmpublisher.com, as well as our specialized departmental sites: Orion Research Group – https://orionresearchgroup.org (Research & Development) and Story Book Nook Creators – http://storybooknookcreators.com (Children’s and Youth Literature), including all associated mobile applications, digital interfaces, and platforms (collectively, the “Websites”).

Browsing and Use

Accessing, browsing, and utilizing the Websites (as defined below) are strictly subject to the User’s full compliance with the terms and conditions set forth herein.

By browsing, accessing, or utilizing any of the Services provided on the Websites, you acknowledge that you have read, understood, and agreed to be bound by these Terms. Your use of the Websites is also subject to our Privacy Policy, which is incorporated herein by reference.

2. Intellectual Property and Content Ownership

The Content is protected by Canadian and International copyright, trademark, and intellectual property laws. Unauthorized reproduction, distribution, or modification of any Content is strictly prohibited unless express written consent is granted by the Company.

General Provisions: These Terms and Conditions delineate the legal framework for the use of the website https://tmpublisher.com (hereinafter: the “Website”), including its various digital iterations across multiple platforms, mobile applications, and tablets. These terms further apply to the respective departmental domains of the company: http://orionresearchgroup.org and http://storybooknookcreators.com (hereinafter, collectively: the “Websites”).

3. Authorized Use and User Conduct

These Terms apply to all visitors, registered members, subscribers, and anonymous users (collectively, “Users”). This includes any individual or entity accessing the Websites directly or via automated technological tools, such as web crawlers or bots.

By using the Websites, you agree not to engage in any activity that interferes with the operation of the Services or infringes upon the rights of the Company or any third party.

4. Intellectual Property and Copyright

The Marker Publishing Group, Inc. (hereinafter: the “Company”) is the sole owner and operator of the Websites. Regarding the collection and processing of personal data on the Websites, and without derogating from any provisions herein, the Company’s Privacy Policy shall apply as specifically detailed on the respective Website.

The information and materials displayed on the Websites, consisting of all forms of presentation including, but not limited to, texts, professional publications, publications, professional articles, imagery, photographs, illustrations, audio-visual materials, broadcasts, research articles, podcasts, charts, presentations, video, logos, animation, audio, and graphic features, and proprietary design formats (hereinafter: the “Content”), as well as digital products and paid services (hereinafter: the “Services”), are owned exclusively by the Company or by third-party licensors who have granted the Company the requisite rights for use (hereinafter: “Content Providers”).

The provisions of these Terms and Conditions shall apply to all individuals or entities exposed to the Content and Services, whether such exposure is incidental, regular, direct, or indirect. This includes paid subscribers, registered users, and anonymous visitors, whether acting individually or as part of a corporate entity, and whether accessing the websites manually or via automated technological means, including bots, web crawlers, and similar software (hereinafter: the “Users”).

5. USER COMMUNICATIONS AND NOTIFICATIONS

The User hereby acknowledges and agrees that any email address or contact information provided to the Company may be utilized for the distribution of Content, including marketing communications and promotional offers related to the Websites for which the User has registered. The User shall maintain the right to opt out of such mailing lists at any time via the provided communication channels and shall waive any claim against the Company regarding the receipt of such communications before removal.

It is hereby clarified that the use of the Websites and applications involves the transmission of various system notifications to the User’s device. The User retains the ability to disable such notifications through the application or device settings and shall have no recourse or claim against the Company in this regard.

6. Communications and Marketing

By providing your email address or contact information, you expressly consent to receive editorial content, newsletters, and marketing materials from the Company’s various departments.

Opt-Out Rights: You maintain the right to unsubscribe from any mailing list at any time by following the “Unsubscribe” link provided in our communications.
Notifications: For users of our mobile applications, the Company may send push notifications to your device. You may manage or disable these notifications through your device or application settings.
No Liability: The Company shall not be liable for any claims arising from the receipt of such communications prior to the processing of an opt-out request.

III. RULES OF USE ON THE WEBSITES

1. The Permitted Use of the Content

The User is not permitted to transfer the Content or allow any use of the Content, whether for consideration or not, to third parties. The permitted use of the Content is for personal and private use only.

2. Commercial Use Prohibitions

Without derogating from the generality of the foregoing, the User hereby undertakes to refrain from utilizing the Content for profit, commercial, or business purposes, or in any manner that may adversely affect the Company’s business operations. This prohibition includes, without limitation, the public display or storage of the Content outside the Websites, including on other internet domains or through any other medium. For the avoidance of doubt, it is hereby clarified that the prohibition on commercial or business use of the Content applies to all forms of Content hosted on the Websites, including third-party publications and Content not owned by the Company.

3. Prohibited Activities

The User undertakes not to utilize the Websites, or engage in any conduct on the Websites, in connection with the following activities: the disclosure of passwords or personal and intimate details of other users; harassment of users; impersonation of any individual or entity; dissemination of commercial advertisements, promotions, or political propaganda; promotion of political candidates or parties; use of vulgar or offensive language; collection of data regarding other users; and the unauthorized copying or display of Website details or advertisements for commercial purposes or in a manner detrimental to the Company’s business. Furthermore, the User shall not engage in flooding the Websites with repetitive messaging, artificial content, promoting, embedding links for search engine optimization (SEO) purposes, publishing false or misleading materials, or posting/uploading sexual, pornographic, or offensive Content that may harm or offend other users.

4. Technological Interference and Data Mining

The User undertakes to strictly refrain from any attempt to harvest information from the Websites through technological means, including the operation or facilitation of any computer application or method aimed at scanning, copying, retrieving, or data mining. This includes, but is not limited to, the use of web crawlers, bots, or any other technological manipulation intended for machine learning, training, or the operation of artificial intelligence (AI) systems. The User further undertakes to refrain from implementing or causing any alterations to the Websites, including user-generated content, advertising, and other materials, and from interfering with the Websites’ underlying source code.

5. System Integrity and Malicious Conduct

The User undertakes to refrain from any act or omission that may disrupt the functionality of the Websites or interfere with other users. This includes, without limitation, the dissemination of malicious software such as “viruses” or “worms,” unauthorized access to computer materials (“hacking”), the modification or insertion of software intended to cause damage or disruption, the deletion of computer materials, and digital trespassing.

6. Reporting and Legal Enforcement

The User undertakes to immediately notify the Company of any potential harm to users or third parties, or any existing or anticipated legal violations resulting from the User’s actions or other activities known to them. The User hereby declares awareness that the Company reserves the right to pursue any and all legal remedies against a User who violates these Terms and Conditions, which may include the disclosure and transfer of the User’s details to third parties.

IV. THIRD-PARTY RESTRICTIONS REGARDING END-USERS OF WIRELESS DEVICES

1. Limited Personal Use

The Services and Content provided to Users via wireless devices are intended exclusively for the end-user’s personal viewing. Any other use, reproduction, or redistribution of the Services or Content is strictly prohibited.

2. Enforcement and Third-Party Notifications

The Company reserves the right to enforce this prohibition against end-users, including by virtue of notifications received from relevant third-party providers (e.g., “Reuters”) regarding violations of these terms. The Company may act upon such warnings to terminate or restrict access as necessary.

3. User Responsibility

The use of the Content and any reliance placed upon it is the sole and exclusive responsibility of the User.

V. USER-GENERATED CONTENT

1. Authorization of User Content

The Company, at its sole and absolute discretion, may permit Users, subject to legal prohibitions and restrictions and in accordance with these Terms and Conditions, to post comments (talkbacks) and User-generated Content belonging to them. This includes, without limitation, texts, links, audio files, recordings, images, photographs, video, animations, illustrations, markings, formats, and designs, including within the Websites’ Content, communities, forums, web diaries, blogs, and publications, and to transmit emails and private messages (hereinafter: “User Content”).

2. Representation of Rights

The User undertakes, regarding any User Content they upload and/or cause to be displayed on any of the Websites, as well as on any web page related to the Websites, that there is no legal, contractual, or other restriction preventing them from uploading and/or publishing such Content.

3. Assumption of Full Liability and Release

The User hereby undertakes to bear full and exclusive responsibility for the User Content uploaded by them and/or any publication, message, or link they have uploaded to the Websites, including any web page related to the Websites. This responsibility includes, but is not limited to, liability for defamation, invasion of privacy, infringement of proprietary or contractual rights, or the violation of a court order or any other law. The User hereby explicitly releases the Company, including its representatives, employees, directors, and those acting on its behalf, present and past, from all responsibility and/or liability in this regard.

4. Compliance with Legal Provisions and Prohibited Messaging

The User hereby undertakes that the Content uploaded by them to the Websites, including through comments (“talkbacks”), will not violate any legal provisions regarding the use or browsing of the Websites. The User shall not publish any message on the Websites that harms or violates the proprietary rights of others, or any message intended to defame or disgrace, including hate speech, incitement, threats, hostility, harassment, rudeness, and the like.

5. Prohibition of Discriminatory and Illegal Content

The User further undertakes not to post any racist message or one that encourages violence and improper discrimination based on race, skin color, ethnicity, origin, religion, belief, nationality, gender, sexual orientation, physical or mental disability, illness, political view, occupation, or socioeconomic status. Furthermore, the User shall not post any pornographic message, content of an explicit sexual nature, or content that may offend public feelings.

6. Protection of Minors and Legal Compliance

The User is prohibited from posting any message relating to minors that identifies them, their personal details, or their address and contact methods. The User shall not post any illegal message, or a message that encourages, supports, or assists in the commission of a criminal offense, or any message that constitutes defamation or violates a person’s privacy, or any message whose publication is prohibited by law, or any message that may mislead a consumer as defined under the Consumer Protection Law. For the avoidance of doubt, it is clarified that all aforementioned prohibitions also apply to the uploading of links to such prohibited materials and/or Content.

7. Indemnification and Hold Harmless

The User hereby undertakes to compensate and/or indemnify the Company and/or anyone on its behalf, immediately upon first demand, for any damage, harm, loss, expense, payment, loss of profits, loss of data, loss of usability, and damage to reputation or good name that may be caused to them, including legal fees and court expenses, due to the violation of these Terms and Conditions and/or due to any claim, demand, or lawsuit by a third party, including competent authorities, related to the activity on the group’s websites, including the uploading of User Content. Such indemnification does not derogate from any of the Company’s remedies under the law.

8. Disclaimer of Responsibility for User Content

The User hereby declares awareness that the Company, including its representatives, employees, directors, and those acting on its behalf, past and present, are not responsible, under any circumstances, for the nature, reliability, correctness, completeness, timeliness, legality, and functionality of User Content. Furthermore, they are not responsible for any reliance placed on User Content or on the Content as defined above.

9. Discretionary Deletion and Restrictions

The Company may, at its sole discretion, impose conditions or restrictions on User Content and/or delete it at the Company’s sole and complete discretion. This may occur, among other things, but without limitation, after a certain period of time or due to a deviation from the terms of use on the Websites.

10. Editorial Rights and Technical Modifications

The Company may, at its sole discretion, refuse to publish, delete, or edit User Content in full or in part without the need for User consent or prior notice. This may be due to harm or concern regarding the violation of terms of use, legal provisions, third-party rights, or orders from competent authorities, or for technical reasons, including technological changes, even if no backups are saved for the User Content.

11. Grant of Irrevocable License

By uploading User Content to any of the Websites, the User grants the Company and/or anyone on its behalf an irrevocable and gratuitous license to use said Content indefinitely.

12. Copyright Retention and Non-Exclusive License

Uploading User Content to the Websites does not negate the copyright owners’ rights to the Content, but as stated, grants the Company a non-exclusive, free-of-charge license to use the Content.

13. Scope of License and Sub-licensing

The license granted to the Company is provided without monetary consideration, is worldwide and unlimited in duration, and includes repeated use of the Content in any medium, including within various publications of The Marker Publishing Group, Inc., its employees, or agents, including journalistic content or future websites. This license includes the right to grant sub-licenses, create derivative works, perform transactions, or enter into agreements with third parties, with or without consideration, including rewriting, editing, processing, summarizing, translating, copying, storing, and publishing on the Internet or any other existing or future medium, all at the Company’s sole discretion without User consent or consideration.

14. Moral Rights and Credit Provisions

Uploading User Content constitutes the User’s acknowledgment that any editing or change by the Company that does not substantially harm the User’s dignity will not constitute a violation of moral rights. Use of User Content will include proper credit as customary for the medium, to the extent possible. If the User objects to incorrect or missing credit, they must immediately contact the Company to allow for correction. Correction within a reasonable time shall be considered a full fulfillment of all the User’s remedies.

15. Commercial Advertisements and Placement

The Company may, at its sole discretion, include commercial and other advertisements on the Websites which may refer, directly or indirectly, to User Content, or be placed adjacent to it, without the User having any claim or lawsuit, including for receiving any consideration.

VI. LIMITATION OF LIABILITY

1. “As Available” Basis and System Integrity

The Services and Content on the Websites are provided strictly on an “as available” basis. The Company assumes no responsibility for the availability of the Websites or their Content across the Internet or any other digital platform. The Company does not warrant that access to the Websites will be uninterrupted, timely, secure, error-free, or immune from damages, malfunctions, defects, or system failures.

2. Refund Policy and Discretionary Credits

In the event that the Content or Services, or any portion thereof, become unavailable due to temporary malfunctions or failures, no monetary refunds shall be issued. The Company reserves the exclusive right to grant refunds or credits at its sole and absolute discretion. Any instance where the Company elects to provide a refund or credit shall not constitute an obligation to do so in any similar or future circumstance.

3. Right to Discontinue or Modify Services

The Company reserves the right, at its sole and complete discretion, to discontinue, suspend, or terminate any of its Websites, applications, or platforms, in whole or in part, either temporarily or permanently. The Company further reserves the right to impose fees, modify the quantity or type of Content, or remove Content without retention, all without prior notice or the consent of the User or any third party. Subscribers or users who have purchased services shall not be entitled to any refund resulting from such modifications or terminations.

4. Accuracy and Technical Discrepancies

While the Company and Content Providers endeavor to ensure the accuracy of the Content, the Company does not warrant that the Content is free from defects, errors, or inaccuracies. This includes, without limitation, errors in form, completeness, timeliness, data precision, or suitability for the User’s specific needs. The Company shall not be liable for discrepancies between data on its servers and the User’s device, nor for the loss of Content or information.

5. Exclusion of Liability for Damages

The Company and its Content Providers, including their respective representatives, employees, directors, and agents, past and present, shall not be held liable for any direct or indirect damages incurred by the User or any third party arising from the use of, or reliance upon, the Websites, Content, or Services. This exclusion of liability applies to the cancellation or discontinuation of services, transmission defects, or disruptions, whether caused by malicious third-party interference or system malfunctions.

6. “As Is” Provision and Financial Disclaimers

The Websites, Content, and User-generated materials are presented “as is.” The Company and its representatives disclaim all responsibility for any direct or indirect use or reliance by the User. For the avoidance of doubt, it is explicitly clarified that any financial, business, or economic publications provided do not constitute professional advice or the rendering of a legal or expert opinion.

7. Foreign Content and External Hyperlinks

The Websites contain third-party Content and links to external websites not owned or operated by the Company, including through advertisements and User Content. The Company and its representatives assume no responsibility for such foreign Content, external links, or third-party publications. Any access to or reliance upon information from external sources is conducted at the User’s sole and absolute risk.

8. Commercial Content and Third-Party Transactions

The Company may feature third-party commercial Content, including advertisements, banners, and funded marketing materials, which shall be distinguished from editorial Content. Such publications do not constitute a recommendation or endorsement by the Company. The Company is not a party to any transaction between the User and a third party. The User hereby releases the Company and its representatives from any liability regarding commercial Content originating from third parties.

9. Third-Party Agreements

Through the use of the Websites, the User may enter into agreements with third parties for various services, including paid services. Any such agreement is strictly between the User and the third party; the Company shall not be considered a party to such agreements, even if the service is related to the Websites’ Content.

10. General Indemnity Regarding Third-Party Services

The Company bears no responsibility for activities or services received by a User from third parties, or for any agreements made therein. This remains true even if such services or agreements are directly or indirectly related to the activities of the Company or the Websites.

VII. INTELLECTUAL PROPERTY RIGHTS

1. Ownership of Proprietary Rights

All rights inherent to the Websites, the Content, the information, and the Services related thereto are the exclusive property of the Company, save for third-party Content or Services for which the Company maintains requisite usage rights. Consequently, the Company is the sole proprietor of the Websites’ operational rights and all interests in the Websites’ operations. This includes, without limitation: graphic features, design styles, proprietary developments, texts, images, photographs, illustrations, video, animations, audio, podcasts, formats, concepts, logos, and trademarks displayed on the Websites; as well as databases, management and development systems, software, applications, and source codes.

2. Restrictions on Publication and Reproduction

The User shall not publicly disseminate the Content or any portion thereof, including any product or output derived from the Content, except under the specific conditions stipulated on the Websites, regardless of whether such output is in the form of a diagram, report, magnetic media file, or any other format. The User is strictly prohibited from duplicating, photographing, copying, or printing any such product or output for distribution or publication, and is further prohibited from assisting others in such activities. It is explicitly clarified that the Content may not be utilized to create or publish any collection, compilation, summary, news feed, or database.

3. Prohibited Modifications and Derivative Works

The User is prohibited from altering the Content in any manner, including rewriting, editing, processing, summarizing, translating, copying, storing, publishing, or restricting the publication of the Content, in whole or in part, across the Internet or any other existing or future medium. The User shall not authorize third-party use, create derivative works, or engage in any transactions or agreements with third parties, whether for consideration or otherwise, concerning the Content or any portion thereof.

4. Commercial Appropriation of Advertisements

The systematic copying or extraction of advertisements from the Websites for commercial or business purposes, or any activity detrimental to the Company’s operations, is strictly prohibited.

5. Framing and Linking Restrictions

Displaying Content from the Websites, including audio and video clips, via “framing” or any other method that does not constitute a direct link to the original, complete web page of the relevant Website is prohibited.

6. Prohibited Sources for Linking

Linking to the Websites from any source containing offensive, pornographic, or racist content, or any platform that encourages violence, discrimination, or illegal activity, is strictly prohibited.

7. Removal of Hyperlinks

The Company and the Websites reserve the right, at their sole discretion, to remove or block any link to the Websites. No User who created such a link shall have any claim or recourse regarding such removal.

8. Prohibition of Automated Extraction and AI Training

The operation of web crawlers, scanning, mining, data collection, copying, retrieval, or extraction of information from the Websites for any purpose, commercial or non-commercial, including for machine learning or the utilization of artificial intelligence (AI) systems, is strictly prohibited without prior express written consent from the Company.

9. Machine Learning Restrictions

The User shall not utilize, whether personally or through an automated entity, any data, information, services, or code from the Websites in connection with machine learning, the creation of databases for machine learning, or the training and refinement of software or AI systems, without prior express written consent from the Company.

10. Cache and Archive Limitations

The User is prohibited from providing cache or archive files of the Websites containing Content or data for the purposes of machine learning, AI training, or database creation for AI development, without prior express written consent from the Company.

11. System Security and Reverse Engineering

The User shall strictly refrain from any attempt to breach the Websites’ systems, or to deceive, crack, edit, interfere with, or reverse engineer the same. Any attempt to scan, mine, collect, or extract data through automated means, including bots, web crawlers, search robots, or AI systems, is prohibited, regardless of whether the Company has implemented proactive preventive measures.

12. Circumvention of Security Measures

The User shall not attempt to circumvent or deceive the Websites’ security protocols, including access barriers such as “paywalls,” whether through AI systems or otherwise. This includes prohibitions against the systematic deletion of browsing records or the impersonation of the Websites or other users.

13. System Burden and Interference

The User shall not perform any action that imposes an unreasonable burden on the Websites’ infrastructure or that damages, disrupts, or neutralizes their operation, including the manner in which Content and advertisements are displayed.

14. General Prohibition on Unauthorized Distribution

Any unauthorized copying, distribution, transmission, public display, or broadcasting of Content, materials, or information stored on the Websites is strictly prohibited. Prior written consent for the public use of materials from The Marker Website may be requested at the following address: https://tmpublisher.com/.

VIII. ADDITIONAL TERMS AND PROVISIONS

1. Right to Modify Terms

The Company reserves the unilateral right to amend the terms of use for any of its Websites at any time, at its sole and absolute discretion. Any such modifications shall be binding upon Users immediately upon the publication of the updated terms on the respective Website. The User acknowledges that these Terms and Conditions may be updated periodically and shall be binding from the moment of such update. The User assumes the affirmative obligation to review the Terms and Conditions periodically and to maintain full compliance therewith.

2. Principles of Interpretation and Reserved Rights

The User agrees that the provisions set forth in these Terms and Conditions shall not be interpreted restrictively against the Company. This principle is established, inter alia, in recognition of the rapidly evolving nature of the Internet and the Company’s fundamental reliance upon these Terms and Conditions. Any right not expressly granted to the User herein is strictly reserved for the Company.

3. Severability of Provisions

In the event that any provision of these Terms and Conditions is determined by a competent authority to be legally invalid or unenforceable, such provision shall be deemed superseded by a valid and enforceable provision that most closely reflects the original intent of the Company. Such determination shall not impair the validity or enforceability of the remaining sections of these Terms and Conditions, which shall remain in full force and effect.

4. No Waiver of Rights

Any failure, delay, extension, or leniency by the Company in enforcing its rights against the User shall not constitute a legal precedent, shall not operate to the detriment of the Company, and shall not be deemed a waiver of its rights under these Terms and Conditions. No waiver by the Company shall be valid unless executed explicitly in writing and specifically referencing the relevant provision of these Terms and Conditions.

5. Assignment and Transfer of Rights

These Terms and Conditions shall inure to the benefit of the Company and its authorized representatives. The Company maintains the absolute right to transfer or assign these Terms and Conditions, as well as any rights or obligations arising hereunder, in whole or in part, to any individual, corporation, or legal entity. This includes, without limitation, transfers to parent companies, subsidiaries, or affiliates via sale, acquisition, merger, divestiture, or consolidation, without the requirement of prior notice or User consent.

6. Acceptance and Affirmation of Terms

Access to and use of the Websites are strictly conditional upon the User’s absolute agreement to these Terms and Conditions and the Company’s Privacy Policy. The act of utilizing the Websites constitutes the User’s irrevocable acceptance of these terms. The User hereby declares and confirms their full awareness of these terms of use and undertakes to act in strict accordance with them.

7. Gender Neutrality

The terms of use on these Websites are phrased in the masculine gender for convenience only and shall be understood to refer equally to both men and women.

SERVICE OPERATIONS & DISTRIBUTION POLICY

SECTION I: LEGAL PREAMBLE AND BINDING EFFECT

1.1. Nature of the Agreement:

This Service Operations & Distribution Policy (the “Policy”) constitutes a legally binding and enforceable contract between The Marker Publishing Group, Inc., its parents, subsidiaries, and specialized departments, specifically Orion Research Group and Story Book Nook Creators (collectively, the “Company”), and any individual, corporation, or automated entity (the “User”) accessing the Company’s proprietary digital network. 1.2. Scope of Assets: The digital infrastructure governed by this Policy includes, but is not limited to, the domains https://tmpublisher.com, http://orionresearchgroup.org, http://storybooknookcreators.com, all sub-domains, landing pages, mobile interfaces, and API feeds (collectively, the “Websites”). 1.3. Irrevocable Consent: Accessing the Websites, registering for proprietary newsletters, or downloading digital samples constitutes the User’s express, unequivocal, and irrevocable consent to be bound by every provision herein.

SECTION II: INTELLECTUAL PROPERTY AND RESTRICTIVE COVENANTS

2.1. Absolute Ownership and Title:

All literary, artistic, and technical content, including but not limited to research manuscripts, astrological data, character designs, illustrations, audio-visual broadcasts, podcasts, source code, and “The Marker” branding, is the sole and exclusive property of the Company or its verified Content Providers.

2.2. Prohibition of AI Exploitation and Machine Learning:

The User is strictly and explicitly prohibited from utilizing any portion of the Websites or Content for:

Machine Learning (ML) training or model refinement.
Large Language Model (LLM) ingestion or data mining.
The development or enhancement of any Artificial Intelligence (AI) software or entity. The Company forbids the use of automated “spiders,” “crawlers,” or “scrapers” to harvest metadata for algorithmic training. Any such use shall be deemed a material breach of proprietary rights and a violation of international copyright treaties. 2.3. Anti-Framing and Commercial Redistribution: No content may be reproduced via “framing,” “mirroring,” or deep-linking in a manner that obscures the original Company interface. Unauthorized creation of derivative works is strictly prohibited and subject to aggressive litigation.

SECTION III: EXTERNAL DISTRIBUTION AND E-COMMERCE DISCLAIMERS

3.1. Independent Distribution Model:

The Company functions as a primary content creator and publisher. The final sale, delivery, and financial clearing of media are conducted via authorized third-party intermediaries, including but not limited to

BookFunnel, Amazon (KDP), IngramSpark, Apple Books, and Google Play.

3.2. Disclaimer of Transactional Liability

The User acknowledges that the Company is not the direct e-commerce merchant for retail sales. All financial transactions are subject to the terms and privacy protocols of the respective external platform. The Company disclaims all liability for billing errors, shipping delays, or security lapses occurring on third-party servers.

SECTION IV: ADVANCE REVIEW COPIES AND NEWSLETTER PROTOCOLS

4.1. Promotional Access

The Company may provide “Early Access” chapters or editions in exchange for email registration. Such content is provided as a gratuitous license for personal, non-commercial use only.

4.2. Review Policy

The provision of digital content does not create a contractual obligation for the User to provide a review. The Company maintains the right to terminate access at its sole discretion.

4.3. Data Collection

By providing an email address, the User consents to receive marketing communications. The User retains the right to opt-out via the “Unsubscribe” mechanism, as mandated by the Canadian Anti-Spam Legislation (CASL).

SECTION V: SPECIALIZED RESEARCH AND EDITORIAL DISCLAIMERS

5.1. Nature of Content

All data published under the Orion Research Group brand is provided for educational, historical, and entertainment purposes only.

5.2. No Professional Fiduciary Duty

Under no circumstances shall the Content be construed as professional legal, medical, psychiatric, or financial counsel. Use of such information is at the User’s sole and absolute risk.

SECTION VI: PROHIBITION OF UNSOLICITED SUBMISSIONS

6.1. Intellectual Property Protection

The Company maintains a Strict Non-Acceptance Policy for unsolicited manuscripts, outlines, or creative concepts.

6.2. Summary Disposal

Any unsolicited materials will be deleted without review. The User waives any claim of “copyright theft” or “misappropriation” regarding future Company publications that may share similar themes.

SECTION VII: INDEMNIFICATION AND EQUITABLE REMEDIES

7.1. Comprehensive Indemnity

The User agrees to indemnify and hold harmless the Company from any third-party claims or legal expenses arising from the User’s misuse of the Websites.

7.2. Injunctive Relief

The User acknowledges that a breach of Section II would cause irreparable damage, entitling the Company to seek injunctive relief in any court of competent jurisdiction.

SECTION VIII: GOVERNING LAW AND EXCLUSIVE JURISDICTION

8.1. Choice of Law

This Policy shall be governed by the laws of the Province of Ontario and the federal laws of Canada.

8.2. Exclusive Venue

Any dispute shall be adjudicated exclusively within the courts of Toronto, Ontario.

8.3. Remote Proceedings

The Company reserves the right to mandate that all legal hearings be conducted via secure remote video conferencing.

SECTION IX: FINAL PROVISIONS

9.1. Severability

If any provision is found invalid, the remaining sections shall remain in full force.

9.2. Entire Agreement

These Terms constitute the entire understanding between the Company and the User.

9.3. Interpretation

Phrasing in the masculine gender is for convenience and includes all genders and legal entities.

TERMS OF SALE AND DISTRIBUTION

1. SCOPE AND CONTRACTUAL ARCHITECTURE

1.1. Binding Agreement. These Terms of Sale (“Terms”) constitute a rigorous legal contract between The Marker Publishing Group, Inc., including its operational divisions Orion Research Group and Story Book Nook Creators (collectively, “The Company”, “We”, or “Our”), and you, the purchaser or recipient of content (“You” or “The Purchaser”).

1.2. Application. These Terms apply to all offers, lead-generation activities, and acquisitions of Our literary products (“Products”) or access rights to digital preview services.

1.3. External Commerce Solutions. You acknowledge that the Company utilizes third-party commerce solutions, including but not limited to Amazon, BookFunnel, IngramSpark, Kobo, and Apple Books (each a “Third-Party Platform”). By initiating an acquisition or download through any link provided by the Company, you signify your acceptance of this Agreement and the governing terms of the respective Third-Party Platform.

2. THIRD-PARTY TRANSACTIONAL PROTOCOLS

2.1. Role of the Company. The Company functions as the content creator and publisher. The Company does not act as the direct merchant of record, credit card processor, or logistics provider for retail transactions.

2.2. Transfer of Liability. All aspects of the transaction, including but not limited to payment processing, currency conversion, sales tax collection, and order fulfillment, are governed exclusively by the Third-Party Platform.

2.3. Hold Harmless. You hereby agree to hold the Company harmless from and against any liability, loss, or dispute resulting from the acts or omissions of any Third-Party Platform, including data breaches, billing errors, or failures in the physical or digital delivery chain.

3. PRICING, AVAILABILITY, AND ELECTRONIC CONTRACTING

3.1. Accuracy of Descriptions. While the Company attempts to describe Products as accurately as possible, we do not warrant that prices, descriptions, or territorial availability on our Websites or redirected Third-Party Platforms are error-free.

3.2. Offer and Acceptance. A click on a “Buy,” “Download,” or “Get it Free” link on our Websites constitutes a redirection to a Third-Party Platform. The legal “Acceptance” of your order occurs only when the Third-Party Platform dispatches the Product or provides access to the digital file.

3.3. Refunds and Cancellations. All accepted orders are subject to the Return and Refund Policy of the specific Third-Party Platform where the purchase was finalized. The Company does not process direct refunds for purchases made via external marketplaces.

4. DIGITAL PRODUCT USAGE RULES (DRM & IP)

4.1. Personal License. Any Product supplied, whether as a full edition or an Advance Review Copy, is licensed, not sold, for personal, non-commercial use only.

4.2. Digital Rights Management (DRM). Digital Products may be subject to encryption and DRM technologies (e.g., via BookFunnel or Amazon Glose). You are strictly prohibited from:

Circumventing, modifying, or removing any security technology or metadata embedded in the Digital Products.
Copying, distributing, or “sharing” Digital Products across unauthorized devices or public networks.
Utilizing Digital Products for the purpose of training Artificial Intelligence (AI) models or automated data-mining.

4.3. Archive Responsibility. The Company recommends that you archive a copy of each Digital Product on a secure personal device. The Company is not liable for the future unavailability of download links provided by Third-Party Platforms.

5. DELIVERY AND RISK OF LOSS

5.1. Digital Delivery. For Products delivered electronically, the risk of loss passes to you upon the provision of a download link or access key via email or Third-Party interface.

5.2. Physical Shipments. For physical books (e.g., Print-on-Demand via IngramSpark), the risk of loss and title pass to you upon delivery to the carrier. Any claims for damage in transit must be directed to the respective carrier or Third-Party Platform.

6. PROMOTIONAL OFFERS AND PROGRAMS

6.1. Special Offers. The Company may offer introductory trials, free chapters, or discounted launches (e.g., 5-day Amazon free promotion). These offers are subject to the specific terms presented at the time of the offer.

6.2. Non-Guarantee. The Company reserves the right to terminate any promotional offer or distribution at its sole discretion, without liability for perceived “lost opportunities” by the User.

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

7.1. “As Is” Provision. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ALL PRODUCTS ARE PROVIDED “AS IS.” THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.2. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF A PRODUCT SALE SHALL NOT EXCEED THE AMOUNT ACTUALLY RECEIVED BY THE COMPANY FROM THE THIRD-PARTY PLATFORM FOR THAT SPECIFIC TRANSACTION.

7.3. Consequential Damages. THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF DATA OR INTERRUPTION OF BUSINESS, ARISING FROM THE USE OR INABILITY TO USE THE PRODUCTS.

8. INDEMNIFICATION

You agree to defend and indemnify The Marker Publishing Group, Inc. and its affiliates against all claims, damages, and expenses (including reasonable attorney’s fees) arising out of (a) your misuse of the Products, (b) unauthorized distribution of digital content, or (c) violation of the usage terms of any Third-Party Platform.

9. GOVERNING LAW AND VENUE

Any dispute arising out of or related to these Terms shall be governed by the laws of the Province of Ontario, Canada. You hereby submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, and waive any right to a trial by jury.

THE MARKER PUBLISHING GROUP, INC. – COMPREHENSIVE TERMS OF SALE

1. SCOPE, APPLICATION, AND CONTRACTUAL ARCHITECTURE

1.1. Binding Legal Instrument. THESE TERMS OF SALE (“TERMS”) CONSTITUTE A BINDING LEGAL CONTRACT BETWEEN (A) THE MARKER PUBLISHING GROUP, INC., A CANADIAN ENTITY, INCLUDING ITS STATUTORY DIVISIONS ORION RESEARCH GROUP AND STORY BOOK NOOK CREATORS (WITH REFERENCES TO “US”, “WE”, “OUR”, OR THE “COMPANY” BEING CONSTRUED ACCORDINGLY), AND (B) YOU, THE PURCHASER OR END-USER (WITH REFERENCES TO “YOU” OR “YOUR” BEING CONSTRUED ACCORDINGLY).

1.2. Application and Commerce Solutions. These Terms apply to all offers, sales, and acquisitions of Our digital and physical literary products (“Products”) or access rights to research services, newsletter updates, and Advance Review Copy programs. These interactions occur through Our digital infrastructure or via links provided to authorized third-party marketplaces, including but not limited to Amazon (KDP), BookFunnel, IngramSpark, Kobo, Apple Books, and Google Play (collectively, the “External Commerce Solutions”). BY ORDERING ANY PRODUCT OR ACCESSING ANY SERVICE THROUGH A LINK PROVIDED BY THE COMPANY, OR BY VISITING OUR ONLINE INTERFACES, YOU SIGNIFY YOUR UNEQUIVOCAL ACCEPTANCE OF THIS AGREEMENT.

1.3. Global Residency and Territorial Restrictions. The Company is a Canadian-based entity. If you reside outside of Canada, you acknowledge and agree that personal information collected in connection with your acquisition may be stored, processed, and maintained in Canada or other jurisdictions where our service providers operate. We do not guarantee that Products available in one territory (e.g., North America) will be available or governed by the same pricing in other territories (e.g., the UK or Australia).

1.4. Finality of Transactions. ALL ACCEPTED ORDERS FINALIZED THROUGH EXTERNAL COMMERCE SOLUTIONS ARE SUBJECT TO THE FINALITY, CANCELLATION, AND REFUND POLICIES OF SAID THIRD-PARTY PLATFORMS. THE COMPANY DOES NOT MAINTAIN DIRECT CONTROL OVER RETAIL FINANCIAL TRANSACTIONS.

2. DATA GOVERNANCE AND THIRD-PARTY PAYMENT PROCESSING

2.1. Privacy and Relationship Integrity. We value the integrity of our relationship with You. Our Privacy Policy governs the collection and use of information provided during your interaction with the Company. By submitting your personally identifiable information (PII) in relation to an order or request, you consent to such information being processed to fulfill your request and in accordance with our data protection protocols.

2.2. Independent Payment Processors. The Company does not act as a direct payment gateway. Acquisitions made via Our Websites are processed through independent Third-Party Platforms (e.g., Shopify, Stripe, Amazon Pay, or PayPal). Any information you provide to these processors to complete your payment is controlled exclusively by said processors and is subject to their respective Privacy Policies and Terms of Service. THE COMPANY DISCLAIMS ALL LIABILITY FOR ACTS OR OMISSIONS BY THIRD-PARTY PAYMENT PROCESSORS.

2.3. Electronic Contracting and Communications. You acknowledge and agree that by clicking or activating a button or hyperlink to initiate an acquisition, you are placing a legally binding offer. You consent to:

The use of electronic communications to enter into contracts and place orders;
The electronic delivery of notices, policies, and records of transactions. You have the right to withdraw this consent, but doing so may result in the immediate cancellation of your access to Company Services and Digital Products.

3. ORDER PLACEMENT, ACCURACY, AND ACCEPTANCE

3.1. Description and Warranty Disclaimer. The Company attempts to describe Products, materials, and Research Services as accurately as possible. However, We do not warrant that prices, descriptions, selling territories, or anticipated delivery dates provided on our Websites or related external marketplaces are accurate, complete, reliable, or error-free. Quotations and descriptions are subject to change and may be withdrawn or revised at any time prior to express Acceptance.

3.2. Stock Availability. While we make every effort to ensure that Digital Products and Print-on-Demand (POD) items appearing on our Websites are available, we cannot guarantee immediate availability at the moment of your order. We reserve the right to reject any order (without liability) if the External Commerce Solution is unable to fulfill it.

3.3. Formation of Contract. An order submitted by you constitutes an offer to purchase Products subject to these Terms. Acceptance of your order occurs ONLY when:

The External Commerce Solution dispatches the Product or provides a secure download link; AND
Payment has been settled via your provided payment method. Any automated acknowledgement of receipt sent by the Company prior to this does not constitute a formal Acceptance of your offer.

PRICING, PAYMENT STRUCTURES, AND DELIVERY PROTOCOLS

4. PRICING AND FISCAL RESPONSIBILITIES

4.1. Comprehensive Pricing and Exclusions. Prices displayed or referred to by the Company do not include shipping and handling, expedited service, or applicable federal, provincial, or state sales taxes (GST/HST/PST/VAT). You are solely responsible for any such additional charges and taxes applicable to your jurisdiction.

4.2. Pricing Errors and Rectification. If the price of a Product is obviously incorrect, regardless of whether it is a clerical error, a technical malfunction on the External Commerce Solution, or a miscommunication, the Company reserves the right, at its sole and absolute discretion, to cancel the order and facilitate a refund of the amount paid, irrespective of the origin of the error.

4.3. Territorial Pricing Fluctuations. Prices for Products displayed on Company interfaces are primarily applicable to residents of Canada and the United States. If you reside in another jurisdiction, the authoritative price will be the one displayed in your shopping cart on the External Commerce Solution (e.g., Amazon, Kobo), which may be denominated in local currency and subject to daily exchange rate adjustments.

4.4. Price Validity. Prices payable for Products are those in effect at the time of Acceptance. The Company reserves the right to notify you of any discrepancy prior to Acceptance, and the authoritative price shall be the one charged via your selected payment method during the final settlement of funds.

5. TERMS OF PAYMENT AND FINANCIAL INDEMNITY

5.1. Payment Methods and Settlement. Payment shall be executed via the method selected during the order completion process on the External Commerce Solution. Charges are typically initiated upon the dispatch of physical Products or the commencement of digital access. We reserve the right to verify and authorize credit or debit card payments prior to Acceptance.

5.2. Third-Party Billing Providers. If you elect to utilize the services of a third-party billing provider (e.g., PayPal, Apple Pay, Google Pay) in connection with your purchase, your use is subject to that provider’s specific terms and conditions. THE COMPANY IS NOT RESPONSIBLE FOR, AND YOU AGREE TO HOLD THE COMPANY HARMLESS AGAINST, ANY LIABILITY RESULTING FROM THE ACTS, OMISSIONS, OR SECURITY FAILURES OF ANY THIRD-PARTY PAYMENT PROVIDER.

5.3. Default and Breach of Payment. If the Company or the External Commerce Solution has cause to believe that you are unable to pay your debts, have engaged in fraudulent activity, or if payment cannot be processed, We reserve the right, without prejudice to any other rights, to:

Stop any Products in transit;
Suspend or terminate access to Digital Products and materials;
Cancel any and all existing contracts between Us and You.

5.4. Extension of Credit. Any extension of credit or deferred payment terms, if granted, may be withdrawn at any time. Interest shall be chargeable on overdue amounts at the maximum rate permitted under applicable law, accruing daily until full payment is received. You shall indemnify the Company on demand for all out-of-pocket expenses incurred in the recovery of overdue amounts.

6. DELIVERY AND TRANSMISSION OF CONTENT

6.1. Commercially Reasonable Efforts. The Company and its distribution partners will utilize commercially reasonable efforts to deliver Products in a timely manner. Delivery timescales and dates provided on the Websites or in order acknowledgments are estimates only and do not constitute a contractual guarantee of delivery by a specific date.

6.2. Electronic Transmission (Digital Products). For Products delivered electronically (e.g., eBooks, downloadable research papers), delivery is deemed complete upon the successful transmission of a download link, access key, or file to the email address or digital locker associated with your account. You are responsible for ensuring that your internal systems (firewalls, spam filters) do not impede such transmission.

6.3. Territorial Valid Addresses. Delivery shall be restricted to valid addresses within the authorized “Territory” recognized by our External Commerce Solutions. You are under a strict obligation to verify the Delivery Address on any acknowledgment. Any additional costs arising from changes to the Delivery Address after order submission shall be borne solely by the User.

6.4. Installment Deliveries. Where the Company or its partners deliver Products by installments (e.g., a book series subscription), each installment constitutes a separate legal contract. A defect or delay in one installment shall not entitle you to repudiate the Agreement as a whole or to cancel subsequent installments.

6.5. Passing of Risk and Title.

For Digital Products: Risk of loss, damage, or unauthorized interception passes to you immediately upon the provision of a download link or electronic delivery.
For Physical Products: Risk of loss and title pass to you upon delivery to the carrier or when the Product is placed in your possession, whichever occurs first.

6.6. Archival Obligation. The Company strongly recommends that you archive one copy of each Digital Product on a secure, personal device. The Company is not liable for the future unavailability of content due to changes in third-party platform policies or technological obsolescence.

REJECTION, DAMAGE, WARRANTIES, AND OPERATIONAL LIMITATIONS

7. REJECTION, DAMAGE, OR LOSS IN TRANSIT

Except as expressly provided under an applicable Returns Policy provided by the External Commerce Solution (e.g., Amazon’s Return Policy) and subject to statutory rights under Canadian law that cannot be excluded:

7.1. Limitation of Liability for Transit. The Company shall not be liable, and You shall not be entitled to reject Products, except in the following limited circumstances:

(a) Damage or Loss in Transit: Where Products are carried by the Company’s direct transport (if applicable) or by a carrier acting on Our behalf, and You notify Us in writing within thirty (30) working days of receipt (for damaged goods) or thirty (30) working days of the anticipated delivery date (for lost goods).
(b) Manufacturing Defects: For inherent defects in the Product (not caused by User neglect, default, or improper handling) for which You notify Us within thirty (30) days of receipt.
(c) Service Deficiencies: For defective performance of Company Services (e.g., access or Research Database access) for which You notify Us within thirty (30) days of the defect becoming apparent.

7.2. Exclusions of Liability. The Company shall not be held liable for any damages or losses arising from:

Improper installation or software conflicts on the User’s device;
Use of the Products in connection with defective, unsuitable, or obsolete third-party equipment;
User negligence, improper storage, or use inconsistent with the manufacturer’s or publisher’s specifications.

7.3. Failure to Take Delivery. If You refuse or fail to take delivery of Products dispatched via an External Commerce Solution, all risk of loss or damage shall nonetheless pass to You. You shall remain liable for full payment of the Products or Services, and the Company shall have no obligation to issue a refund for refused shipments.

8. EXTERNAL LINKS AND THIRD-PARTY ADVERTISING

8.1. No Guarantee of Third-Party Quality. The Company may provide hyperlinks to the websites of affiliated or non-affiliated entities. THE COMPANY PROVIDES NO GUARANTEE OR WARRANTY THAT PRODUCTS PURCHASED FROM THIRD-PARTY ADVERTISERS OR LINKED WEBSITES WILL BE OF SATISFACTORY QUALITY. ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED BY THE COMPANY. This disclaimer does not affect your statutory rights directly against such third parties.

8.2. System Integrity and Virus Disclaimer. The Company is not responsible for any damage to your computer system, hardware, or loss of data resulting from the use of the Products or Services. While the Company utilizes commercially reasonable efforts to ensure file integrity, WE CANNOT AND DO NOT GUARANTEE THAT FILES DOWNLOADED FROM OUR WEBSITES OR EXTERNAL COMMERCE SOLUTIONS ARE FREE FROM VIRUSES, MALWARE, CONTAMINATION, OR OTHER DESTRUCTIVE FEATURES.

8.3. Availability of Services. The Company does not guarantee that Company Services (e.g., Orion Research portals or delivery systems) will be available uninterrupted or in a fully operating condition. Access may be suspended temporarily and without notice for maintenance, system failure, repair, or for reasons beyond the Company’s reasonable control.

9. USAGE RIGHTS AND REQUIREMENTS FOR DIGITAL PRODUCTS

9.1. Personal and Non-Commercial License. Where any Product supplied is a “Digital Product” (including eBooks, downloadable audiobooks, or research manuscripts), it is provided subject to the following Usage Rules:

9.1.1. You are authorized to use the Digital Product solely for personal, non-commercial purposes.
9.1.2. Digital Products are protected by intellectual property laws and may be subject to Digital Rights Management (DRM) which restricts the ability to copy, edit, print, or transfer files.
9.1.3. Exporting or “burning” capabilities (if provided) are an accommodation only and do not constitute a grant or waiver of any rights of the copyright owners.
9.1.4. Prohibition of Circumvention: You agree not to attempt to, or assist any other person to, circumvent, reverse-engineer, or modify any security technology or software that is part of a Digital Product or Company Service.

9.2. “As Is” Warranty for Digital Goods. Digital Products are provided “AS IS” without any warranties as to quality, fitness for a particular purpose, or performance. The Company does not offer guarantees regarding Digital Product installation, configuration, or error correction.

9.3. Technical Requirements. Use of Digital Products requires compatible hardware, internet access, and specific software (e.g., Kindle app, Adobe Digital Editions). You acknowledge that these system requirements, which may change from time to time, are Your sole responsibility.

LIABILITY ALLOCATION, INDEMNIFICATION, AND JURISDICTIONAL MANDATES

10. WAIVER AND ABSOLUTE LIMITATION OF LIABILITY

10.1. Disclaimer of Statutory Warranties. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCTS AND SERVICES PURCHASED FROM THE COMPANY ARE PROVIDED “AS IS,” AND YOUR USE IS AT YOUR SOLE RISK. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.2. Aggregate Liability Cap. YOU HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY’S AGGREGATE LIABILITY (WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY) SHALL UNDER NO CIRCUMSTANCES EXCEED THE NET AMOUNT ACTUALLY RECEIVED BY THE COMPANY FROM THE EXTERNAL COMMERCE SOLUTION FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.

10.3. Exclusion of Consequential Damages. NEITHER THE COMPANY NOR ITS AGENTS, DIRECTORS, OR LICENSORS SHALL BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, INTERRUPTION OF SERVICES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, HOWEVER CAUSED, EVEN IF THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. INDEMNIFICATION AND USER RESPONSIBILITY

11.1. Scope of Indemnity. You agree to defend, indemnify, and hold harmless The Marker Publishing Group, Inc., its subsidiaries, and their respective officers, directors, and employees from and against any and all claims, damages, obligations, losses, liabilities, and expenses (including reasonable attorney’s fees) arising from:

(a) Your use of the Websites or Products in violation of these Terms;
(b) Any unauthorized distribution or modification of Company Content;
(c) Any violation of the rights of a third party, including copyright or privacy rights.

12. EVENTS OUTSIDE REASONABLE CONTROL (FORCE MAJEURE)

12.1. Suspension of Obligations. The Company shall not be held responsible for any failure or delay in the performance of its obligations, including the delivery of Digital Products or access, caused by events beyond its reasonable control. Such events include, without limitation: strikes, riots, invasions, terrorist attacks, cyber-warfare, fire, flood, epidemic, pandemic, acts of God, or catastrophic failure of third-party telecommunication networks or External Commerce Solutions (e.g., global Amazon server outages).

12.2. Extension of Performance. In the event of a Force Majeure occurrence, the Company’s performance shall be suspended for the duration of the event, and We shall have an extension of time to fulfill Our obligations until the situation is rectified.

13. GOVERNING LAW AND MANDATORY FORUM SELECTION

13.1. Choice of Law. Any dispute arising out of or related to these Terms, the purchase of Products, or the use of Company Services shall be governed by and construed in accordance with the internal laws of the Province of Ontario, Canada, without regard to its conflict-of-laws principles.

13.2. Exclusive Jurisdiction. You irrevocably agree to submit to the exclusive jurisdiction of the courts of the City of Toronto, Ontario, or, where applicable, the Federal Court of Canada, for the resolution of any legal action. You hereby waive any objection to such venue on the grounds of forum non conveniens and irrevocably waive any right to a trial by jury.

14. GENERAL PROVISIONS AND RATIFICATION

14.1. Entirety of Agreement. These Terms, along with the Privacy Policy and Terms of Use, constitute the entire agreement between You and the Company regarding the purchase and use of Products. They supersede all prior representations, whether oral or written.

14.2. Severability. If any provision of these Terms is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall continue in full force and effect.

14.3. Non-Waiver. No failure by the Company to enforce any right or provision of these Terms shall constitute a waiver of such right or future enforcement.

14.4. Anti-Assignment. You may not assign or transfer your rights under these Terms. Any purported assignment or transfer without the Company’s express written consent shall be null and void.