PARTIES. The agreement is made between ABS CBN Canada ULC (“ABS-CBN”) and the private individuals or corporations whose details are provided in the IPTV Subscription Form (the “Subscriber”). The Subscriber hereby acknowledges that he/she has read and understood the terms and conditions hereof (the “Terms” or this “Agreement”), has the authority to use the credit card provided for billing and subscription payment and agrees that clicking the SUBSCRIBE button on the Subscription Form constitutes Subscriber’s acceptance to be bound by this Agreement, as it may be amended by ABS-CBN from time to time, in its sole discretion.
SET TOP BOX (“STB”). To enable the Subscriber to receive the signal of the Filipino-language audio-visual programming services (the “Service”) which is delivered via Internet Protocol TV (“IPTV”), ABS-CBN shall provide the Subscriber a STB. The Subscriber shall not be charged the cost of the STB, except as otherwise provided in this Agreement, but the Subscriber shall bear the cost for shipping, delivery, activation and installation (if applicable) of the STB, unless otherwise specified in a specific promotion or offering by ABS-CBN. The STB shall be installed by the Subscriber following directions provided by ABS-CBN and kept at the premises indicated by Subscriber (the “Subscriber Premises”). The STB shall not be moved from the Subscriber Premises, nor used to receive any programming or other service, other than the Service, nor for any purpose not expressly permitted by the Agreement, without the prior written consent of ABS-CBN.
STB OWNERSHIP. The STB is and shall remain property of ABS-CBN during the term of this Agreement and upon expiration or termination thereof. Within twenty (20) days from termination, cancellation, or expiration and non-renewal of the Service, the Subscriber shall return the STB to ABS-CBN in the same working condition as when it was received from ABS-CBN, normal wear and tear excepted, following the procedure for the return of STB below.
WARRANTY ON STB. If the STB is or becomes defective, the Subscriber shall notify ABS-CBN promptly by calling our 24/7 Toll-Free Hotline at 1-855-832-2632. ABS-CBN, at its sole option, will repair or replace the defective STB regardless of its being within or outside of a subscription contract, free of charge, provided that it has been used in accordance with any operating instructions and guidelines distributed with the STB or as ABS-CBN may advise the Subscriber from time to time, and has not been mishandled or altered in any way or used for any purpose not expressly permitted by the Agreement.
If the damaged or defective STB qualifies for replacement, the Subscriber is required to return the STB to ABS-CBN_. For the return of STB, ABS-CBN shall send the Subscriber an empty courier box/package, postage prepaid, through which Subscriber shall return the STB to ABS-CBN. In the event that the Subscriber fails, refuses or is unable to return the STB to ABS-CBN in accordance with the Agreement, the Subscriber shall pay to ABS-CBN the amount of One Hundred Canadian Dollars (C$100.00) representing the cost of the STB. The same amount will be reversed via a Credit Memo once the STB is returned and received at the ABS-CBN offices/warehouse. Costs of transporting the replacement STB to and from the offices of ABS-CBN shall be borne by ABS-CBN.
CARE AND USE OF STB. The Subscriber shall at all times observe proper care and maintenance of the STB and shall ensure that the requirements for the STB’s use, storage and maintenance as provided in the guidelines distributed with the STB or as ABS-CBN may advise the Subscriber from time to time, are properly complied with. The Subscriber shall not, under any circumstances, alter, tamper with, disassemble the STB, reproduce or allow the reproduction of any of the technology included therein, or take any other action which would constitute piracy or any infringement of the intellectual property rights of ABS-CBN or any third party, or assist in piracy or any infringement of the intellectual property rights of ABS-CBN or any third party, or other unauthorized reception of the Service. Any repair or maintenance of the STB shall be performed only by the manufacturer or by a service provider authorized by ABS-CBN to perform such maintenance.
UNAUTHORIZED USE/S OF STB. The Subscriber shall not, under any circumstance, sell, transfer, assign, rent, dispose or otherwise use the STB other than as contemplated under this Agreement.
SUBSCRIPTION PERIOD; SUBSCRIPTION FEES. The minimum initial subscription period for new subscribers shall be one (1) year from date of the activation of the STB (“Initial Term”). The STB shall be automatically activated within eight (8) calendar days from customers receipt thereof. During the Initial Term: (1) the monthly fee paid by the Subscriber (the “Subscription Fee”) shall be fixed at the rate specified by ABS-CBN at the time the Subscriber enters into the Agreement based on the package chosen by the Subscriber (the “Initial Package”); (2) the Subscriber may switch to any package with the same Subscription Fee by calling the Call Center. The Subscriber can switch packages only once in each month and shall take effect within twenty four (24) hours from the time the request is made. Switching becomes available at the 1st day of each month; and (3) the Subscriber may not downgrade or change the Initial Package to a Package with a Subscription Fee that is lower than that of the Initial Package. Thereafter, the Subscriber may elect to renew the subscription for an additional period of one year (“Renewal Term”), in which case the Subscription Fee charged during the Renewal Term shall be fixed at the rate specified by ABS-CBN at the outset of the Renewal Term based on the Package chosen by the Subscriber at such time. Should the Subscriber not opt to renew for a Renewal Term following the end of the Initial Term or a preceding Renewal Term, then service shall continue month to month.
AUTHORIZED USE. The payment of the Subscription Fee entitles the Subscriber only to receive and view the Service as provided by ABS-CBN. The Subscriber shall not authorize others to receive, transmit or exhibit by any means, whether now known or hereafter devised, the Service or any part thereof. Nor shall the Subscriber record, tape, transcribe or otherwise reproduce any portion of the Service. If the Subscriber becomes aware of any unauthorized reception, recording, transmission or exhibition by any person of the Service or any part thereof, the Subscriber shall immediately notify ABS-CBN and take all steps reasonably necessary (including all steps reasonably requested by ABS-CBN) to prevent such unauthorized use or reproduction of the Service.
BILLING AND COLLECTION.
1. Payments due from Subscriber to ABS-CBN for the Service and for any other goods or services provided by ABS-CBN to Subscriber, including payments due from the Subscriber in case of termination or upon expiration of the subscription under this Agreement, shall be made depending on Subscriber’s chosen payment method from among the means authorized by or acceptable to ABS-CBN.
For Subscribers who accomplished the Subscription Form online or through the website, payment for the first-month subscription may be made only through Subscriber’s credit card enrolled on the said Form. Subscriber agrees to keep the credit card valid for the first-month payment and authorizes ABS-CBN to present such charges to, and collect said payment from the issuing, processing and clearing agents of Subscriber’s credit card account.
2. Generation of a billing statement follows a regular cycle coinciding with the Subscriber’s purchase date. The billing statement will indicate the previous balance, new charges, payments and credits within the period covered.
3. Subscriber may access his/her billing statement online or by toll-free phone call (1 855-832-2632).
4. Any questions or discrepancies regarding charges or other transactions on the Subscriber’s billing statement must be reported to ABS-CBN’s customer service within 90 days of the billing date. Failure to contact us within this period will constitute acceptance of the bill.
5. All currency amounts referred to in this Agreement are in Canadian currency (“$C”).
CHANGE OF SUBSCRIPTION PLAN.
1. Upgrade. The Subscriber may request an upgrade to his/her subscription plan at any point during the Term. The prorated difference in fees will be reflected in the Subscriber’s next billing statement.
2. Downgrade. The Subscriber may only request a downgrade to his/her subscription plan once the Initial Term has been completed, and this becomes effective with a new billing cycle. Downgrade/s during the new subscription period after the completion of the Initial Term is allowed once every calendar month.
Downgrade During the Initial Term. If the Subscriber wishes to downgrade to a subscription package with a lower Subscription Fee during the Initial Term, the Subscriber may terminate his/her current subscription plan and pay any applicable Pre-Termination Fee as provided for under Cancellation of TFC Subscription and Pre-Termination.
ORDER CANCELLATION PRIOR TO ACTIVATION.
The Subscriber may, prior to the prescribed auto-activation period of the Service, cancel his/her order for subscription subject to the payment of a Restocking Fee of C$50.00 and STB cost of C$100 plus applicable taxes. ABS-CBN will refund prepayment, if any, to the Subscriber after deducting the Restocking Fee. If prepayment amount is less than the applicable Restocking Fee, the difference will be charged to the Subscriber’s account. The Subscriber is required to return the STB to ABS-CBN within twenty (20) days from the date the order cancellation was received by Customer Service. Refund of the C$100 STB cost charged to the Subscriber will be processed via a Credit Memo and this will be done only after the equipment has been returned to ABS-CBN and received in good working order at its offices.
ASSIGNMENT / TRANSFERS. The Subscriber shall not transfer his/her Subscription to any other party without the prior written approval of ABS-CBN.
SUSPENSION OF ACCESS TO SERVICES. Without prejudice to its right to terminate this Agreement as provided below, ABS-CBN may cut-off the signal for the Service or otherwise suspend the Subscriber’s access to the Service, with or without notice to the Subscriber, if by reason of any act or omission directly or indirectly attributable to the Subscriber, including ABS-CBN’s inability to access, enter, and inspect the Subscriber’s Premises:
1. It reasonably believes that the Subscriber is in breach of this Agreement;
2. It becomes necessary to protect against unauthorized use of proprietary information or technology in the STB or any intellectual property rights in the Service;
3. It becomes aware that any part of the STB is lost or stolen or is being used or has been relocated to a location other than the Subscriber Premises;
4. It deems necessary to comply with or prevent any violation of any law or regulation.
EFFECTS OF SUSPENSION. If the Subscriber’s access to the Service is suspended, the Subscriber shall continue to be liable for payment of the Subscription Fee and ABS-CBN shall not reinstate that access unless ABS-CBN determines, in its sole discretion, that the circumstances giving rise to the suspension have been resolved to its satisfaction. If ABS-CBN agrees to reinstate the Subscriber’s access to the Service, the fact that such access has been interrupted during the subscription period will not postpone the date on which the subscription period is due to expire.
CANCELLATION OF SERVICE/TERMINATION OF AGREEMENT. This Agreement shall be terminated, effective immediately upon occurrence of any of the following:
1. Subscriber’s failure to pay the Subscription Fee or any other applicable fees in accordance with this Agreement;
2. Unauthorized transfer, lease or assignment of the STB and/or Service (or any such attempt) to a third party by the Subscriber;
3. Subscription fraud discovered after approval of the application for subscription;
4. Use of the Service for any illegal or immoral purposes or in breach of this Agreement, as determined by ABS-CBN;
5. Unauthorized use of the STB and/or Service, whether or not with the knowledge or consent of the Subscriber;
6. Any other breach by the Subscriber of this Agreement; or
7. Continued transmission or broadcast of the Service would or might subject ABS-CBN to any liability or to litigation or threatened litigation by any third party.
CONTACT NUMBERS AND ADDRESSES. The Subscriber undertakes to, without delay, notify ABS-CBN directly of any change in his/her contact details provided in the IPTV Subscription Form. ABS-CBN shall not be responsible for any disconnections, charges, fees, etc. resulting from the Subscriber’s failure to inform ABS-CBN of such changes.
VOLUNTARY CANCELLATION BY SUBSCRIBER. The Subscriber may voluntarily cancel the Service, upon providing written notice to ABS-CBN at least thirty (30) days prior to the intended date of disconnection. The Subscriber requesting to cancel his/her service will be billed for any unpaid charges on the account. If the Subscriber cancels the service prior to completion of the Initial Term, Subscriber will be subject to the requirements for cancellation as specified below.
CANCELLATION OF TFC SUBSCRIPTION and PRE-TERMINATION.
1. The Subscriber may request cancellation of the Subscription by calling our 24/7 Toll-Free Hotline 1-855-832-2632 and providing ABS-CBN with 30-days advance written notice.
2. The Subscriber who requests cancellation of his/her Subscription will be billed for any unpaid charges on the account, including amounts owing for monthly services provided up to and including the date that the subscription is cancelled.
3. In addition to the above amount, if Subscriber cancels his/her Subscription after activation of the Service but prior to the completion of the Initial Term, he/she will be subject to the one-time payment of a fixed Pre-Termination Fee of C$125.00 regardless of subscription months left, plus unpaid charges, if any.
4. Pre-Termination Fee is charged to cover the cost of the following: Commissions paid to Dealer, Shipping and Handling Fee, waived Activation Fee, free subscription month (if applicable) other promotions and marketing expenses.
5. Upon cancellation of the Service, the Subscriber is required to return the STB to ABS-CBN. C$100 will be billed to the customer to represent the cost of the STB. The same amount will be reversed via a Credit Memo once the STB is returned and received at the ABS-CBN offices/warehouse.
ABS-CBN reserves the right to terminate, without notice or liability, the Subscriber’s Subscription whether or not the Subscription is billed to or payable by the Subscriber, if:
a) Subscriber fails to pay when due any amount owed to ABS-CBN;
b) bankruptcy notice or similar notice of insolvency is filed against the Subscriber voluntarily or involuntarily;
c) Subscriber’s service account or equipment is subject to fraud or unlawful or improper use;
d) Subscriber breaches any of the terms and conditions. This constitutes termination of the Subscription Term and is subject to charging a Pre-Termination Fee.
LIMITATION OF LIABILITY. The Subscriber hereby (i) agrees that, notwithstanding any other provision in this Agreement, ABS-CBN shall have no liability to the Subscriber with respect to any interruption, failure or loss in the transmission or reception of the Service and (ii) waives any other right to remedy it may have against ABS-CBN as a result of any such interruption, failure or loss of signal. Further, ABS-CBN shall not be liable to the Subscriber for incidental, consequential or special damages (such as, but not limited to, loss of profits or revenues or damage to or loss of personal property) and the Subscriber hereby waives all rights which it may otherwise have or have had in respect thereof whether pursuant to this Agreement or otherwise.
NO REFUND. ABS-CBN shall have no obligation to refund any paid Subscription Fees for any interruption, failure or loss of signal from force majeure including, but not limited to, acts of God, war, civil disturbance, satellite failure, riots, strikes, work stoppage, acts of terrorism, or such causes beyond the reasonable control of ABS-CBN. Neither shall ABS-CBN be obliged to refund any paid Subscription Fees upon cancellation of the Service due to the causes giving rise to ABS-CBN’s right to terminate the Agreement as provided herein.
INJUNCTIVE RELIEF. The Subscriber hereby acknowledges and agrees that the rights of ABS-CBN are of a special, unique and extraordinary character which gives them a particular value, for the loss of which it cannot be reasonably or adequately compensated in damages in any action at law and that a breach of this Agreement by the Subscriber will cause ABS-CBN immediate and irreparable injury and damage. The Subscriber therefore expressly agrees that, in the event of a breach or threatened breach of this Agreement or any part hereof by the Subscriber, ABS-CBN shall, at its discretion, be entitled to injunctive and other equitable relief against the Subscriber to end or prevent such breach and to secure enforcement of this Agreement. Resort to such equitable relief, however, shall not be construed as a waiver of any other rights or remedies which ABS-CBN may have for damages or otherwise.
WAIVERS. No course of dealing between the parties or delay or omission on the part of either party in exercising any rights under this Agreement or under applicable law shall operate as a waiver of any such rights. A waiver by any party in any instance shall not constitute a waiver in any other instance. All remedies and rights hereunder or under applicable law shall be cumulative, and none of them shall be in limitation of any other remedy or right of either party. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the party against whom the waiver, amendment or modification is sought to be enforced.
GOVERNING LAW. This Agreement shall be governed and construed in accordance of the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties hereto agree to submit to the jurisdiction of courts in the Province of Ontario.
SEVERABILITY. Each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be invalid under applicable law, such provision shall be ineffective to the extent of such invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.