Joint Venture Terms & Conditions (Canada)
Apple Inc. and its related affiliates (hereinafter “Apple”, "us" or "our") provide Joint Venture services and support resources (“Joint Venture Services”) described herein to qualified businesses (hereinafter “member”, “you” or “your”) under these Terms & Conditions. When you purchase and activate your Joint Venture membership or receive any Joint Venture Services, you are agreeing to these Terms & Conditions.
How to Qualify. Joint Venture membership is available to business customers only at the time of purchase of an Apple Macintosh computer (“Mac Computer”), iPhone or iPad from an Apple Retail Store or from 1-800-MY-APPLE. To activate your Joint Venture membership, you will need to follow the instructions as provided on the Joint Venture website at http://jointventure.apple.com/activate and accept these Terms & Conditions. If you decide to return your Mac Computer, iPhone or iPad within fourteen (14) days of purchase, you will receive a full refund on your Joint Venture membership and your account will be deactivated.
Scope of Services. Subject to these Terms & Conditions, your Joint Venture Services entitle you to: (i) setup services for newly purchased Mac Computers, iPhones, iPads and iPods (“Get Set Up”); (ii) training on Apple products and services (“Get Trained”); and (iii) first-line technical support resources (“Stay Running”), as described more fully below.
Registered Apple Products. Your initial Joint Venture membership provides Joint Venture Services for up to five (5) “Systems”. For the purposes of these Terms & Conditions, a single System may consist of any of the following types and quantities of Apple products:
- One (1) Mac Computer,
- Two (2) Apple Cinema Displays,
- One (1) iPhone,
- One (1) iPod,
- One (1) iPad, and
- The following Apple-branded hardware peripherals associated with the System: mouse, keyboard, trackpad and storage device.
Apple products registered under Joint Venture are collectively referred to herein as “Registered Apple Products”. You will have up to 30 days after the initial activation of your membership to register Apple products already owned by you prior to purchase of your membership. After this initial 30-day period, and for any membership renewal thereafter, only those products purchased directly from an Apple Retail Store or the Apple Online Store are eligible to be registered under Joint Venture (iPhones, however, are not required to be purchased directly from an Apple Retail Store or the Apple Online Store). Once you register an Apple product it can only be replaced with another eligible product upon the renewal of your Annual Term (as defined herein) or if you purchase a new Apple product directly from an Apple Retail Store or an Apple Online Store in order to replace a functionally similar Registered Apple Product. Should you wish to register additional Apple products during an Annual Term, you will have the option to increase the number of Systems covered under your membership as described below under Additional Systems Options.
Product Eligibility. Apple reserves the right to test, evaluate and pre-approve any Apple products for which you intend to register as Registered Apple Products and Apple has the right to deny services for products in its sole discretion for reasons including, but not limited to, the following: (a) products that are damaged or improperly functioning at the start of the Annual Term; (b) products that have been modified to alter functionality or capability without the written permission of Apple; (c) products in which any Apple serial number has been removed or defaced; (d) products containing counterfeit or non-Apple approved parts; and (e) products containing malicious or harmful code (“malware”) or unlicensed software. In addition, Apple reserves the right to refuse Joint Venture Services for Apple products that are more than five years old at the time of your service request.
Additional Systems Options. Should you wish to increase the number of Systems covered under your membership during an Annual Term, you have the option to purchase additional Systems subject to payment of the Additional Systems Fee (defined below). Only those Apple products for which an added Additional Systems Fee has been paid and registered under your Joint Venture membership will be considered Registered Apple Products. The maximum number of Systems that may be covered under your membership is limited to one hundred (100) per Annual Term—unless otherwise agreed to and authorized by Apple in writing and in its sole discretion.
Fees. Your membership fee is an annual fee calculated according to the number of Systems covered under your membership from the commencement date of each Annual Term ("Annual Fee"). An additional fee is payable if you wish to increase the number of Systems covered during an Annual Term ("Additional Systems Fee"). The Additional Systems Fee will be based on the number of Systems requested and pro-rated by the number of full months remaining in the Annual Term. The Annual Fee is the fee in effect at commencement of each Annual Term and the Additional Systems Fee is the fee in effect when an additional System is added to your membership during an Annual Term. Such Annual Fee and Additional Systems Fee are available on request at any Apple Retail Store or at http://jointventure.apple.com. The Annual Fee for the first year of your membership is payable upon purchase of the membership and on or before the expiration of the Annual Term for each Annual Term thereafter. The Additional Systems Fee is payable at the time you request the additional System be covered.
Annual Renewal. At the end of each Annual Term, you will have the opportunity to renew your membership and adjust up (to 100) or down (to 5) the total number of Systems covered under your membership and your membership fee will be adjusted accordingly. You will also have the opportunity at that time to replace Registered Apple Products with other eligible Apple products. If you decide to renew your membership, the Annual Fee is payable before the expiration of the current Annual Term. If you do not pay your Annual Fee before commencement of the next Annual Term, Apple reserves the right to cancel your membership without further warning.
Joint Venture Services
Joint Venture Services consist of Get Set Up, Get Trained and Stay Running. All Joint Venture Services are subject to availability. To request Joint Venture Services, access the Joint Venture portal through the latest version of Mac OS X and Safari at http://jointventure.apple.com and follow the instructions for requesting Get Set Up, Get Trained or Stay Running services.
Get Set Up. Members are entitled to the setup of newly purchased Mac Computers, iPhones, iPads and iPods registered under Joint Venture.
All Get Set Up services must take place in an Apple Retail Store and prior to use of your new Apple product. If you put any data or information on your Apple product prior to Get Set Up service, it will be erased and the Apple product will be restored to its factory condition prior to transferring the data from your old computer or device. Upon your request, we will install any hardware and software published on physical media that was purchased from an Apple Retail Store or Apple Online Store in conjunction with the purchase of your new Apple product.
Get Set Up services for Mac Computers includes the data transfer of files from an old computer (PC or Mac) to your new Mac Computer and the transfer of e-mail, contacts, calendars, music, photos, bookmarks, and documents from the user accounts on your old computer.
In order to take advantage of file transfer services, your old computer must be able to properly start up and be virus free. In addition, any PC must be running Windows XP Service Pack 3 or later and have a working Ethernet port. If you’re migrating data from a Mac, your system must be running Mac OS X 10.5 or later and have a working Ethernet, Firewire, Thunderbolt, or USB port.
Please note that if you put any data or information on your Mac Computer prior to your file transfer, it will be erased and the Mac will be restored to its factory condition prior to transferring the data from your old computer.
In order to transfer mail, calendar, and contacts data that may reside on a business server (e.g., Microsoft Exchange), you must have the appropriate username, password, and domain information to attempt the transfer. Apple does not guarantee the transfer of all data from a computer to a Mac Computer, as certain server configurations and data—including without limitation certain e-mail, contacts, calendar, financial data and other applications (e.g., Windows versions of QuickBooks/Quicken)—may not be supported. Please see a Genius for specific questions you may have concerning non-Apple applications.
Get Set-Up services for iPhone, iPad and iPod includes assistance with enabling your device, setting up e-mail accounts, installing applications, personalizing your device, transferring your address book (iPhone only), and providing a brief tutorial on the various features available on your device.
Get Trained. “Get Trained” services gives your business up to three (3) two-hour sessions of Apple instructor time per Annual Term to provide group training for your employees at an Apple Retail Store. All sessions must be booked at a minimum of three (3) weeks in advance, unless otherwise available and agreed upon in advance by the facilitating Apple Retail Store. You may cancel a booked session with at least 24 hours notice. However, should you cancel with less than 24 hours notice, or not show up for a booked session, you will be deemed to have used that session. For optimal training, Apple may limit a training session to no more than 8 individuals. Training and workshop topics and availability are determined by Apple and subject to change in Apple’s reasonable discretion. Any instructor time remaining unused at the end of each Annual Term may not be rolled over to subsequent Annual Terms.
Stay Running. “Stay Running” services gives you the ability to request technical advice and service for your Registered Apple Products by requesting either a callback from a remote Genius or an appointment at the Genius Bar. Callbacks provide technical support on your Registered Apple Products and efforts are made to resolve technical issues over the phone. If a remote Genius cannot resolve your issue over the phone an appointment will be scheduled for you with an Apple Genius at your local Apple Retail Store. If a remote Genius determines you have a hardware problem, the Genius will confirm whether the local Apple Retail Store has the necessary parts, and, if not, will order the parts for you. Stay Running support includes assistance determining when repairs are required, providing estimated repair turn-around times, and arranging for (but not undertaking) repair service. Please note that parts and service fees may be applicable if your Registered Apple Products are not covered under warranty or an extended service contract, as more fully described below under “Joint Venture Services and Product Warranties”.
Other Stay Running services include the following:
Equipment Loaner Service. If the issue with your Mac Computer requires us to keep it for more than twenty-four (24) hours, you will be provided the option of borrowing a similar Apple product from our pool of loaner products ("Loaner") based on availability at your local Apple Retail Store. Apple is not obliged to provide a Loaner that is the same as, or of equivalent or better functionality or appearance to your Mac Computer; nor does Apple make any representation that a specific software program is or will be installed on your Loaner. Please see below for additional terms and conditions relating to this Equipment Loaner Service.
AnyTime Tune-up. You may make an appointment to bring a Registered Apple Product to the Apple Retail Store for a ‘tune-up.’ Apple will run diagnostics to determine if your product is functioning properly. Upon your request, we will install any hardware and software published on physical media that was purchased from an Apple Retail Store or Apple Online Store, and we’ll clean your keyboard and monitor.
To access Stay Running services, visit the Joint Venture portal for access options or follow the directions provided. Select an available time when it’s convenient to have a remote Genius call you back, or book an appointment at an Apple Retail Store to have an Apple Genius assist you. Remote Geniuses are available Monday through Friday 8am – 8pm, local time. In delivering Joint Venture Services via phone, calls may be recorded for quality assurance and reference purposes.
Joint Venture Services and Product Warranties. Please note that your Registered Apple Products may be covered by a limited warranty from Apple and/or an extended service contract, such as the AppleCare Protection Plan (“APP”). It is your responsibility to review and identify any rights and remedies, as well as the scope and limitations of repair and technical support covered under those warranties. Please note, however, that the Stay Running and the other Joint Venture Services outlined above are not product warranties or an extended service contract, but rather a program that provides additional access to technical support resources and services only (e.g., callbacks, appointments, training, Loaners and Any Time Tune-up). Your rights under these Joint Venture Terms & Conditions are separate and distinct from any other rights you may have under Apple’s limited product warranty and/or APP and/or by law. For instance, although you may be entitled to the Equipment Loaner Service under these Joint Venture Terms & Conditions, if one of your Registered Apple Products is no longer covered under warranty or an extended service contract, such as APP, you will be responsible for parts and service fees as shown on the documentation and Repair Terms & Conditions presented to you when authorizing Apple to repair your Registered Apple Product.
General Terms & Conditions
Term and Eligibility. The term of membership is for 1 year commencing on the date of activation of your membership by you at http://jointventure.apple.com/activate for the initial year and, if you extend your membership and pay the Annual Fee, on each anniversary thereafter (each year an “Annual Term”). Membership expires at the end of the Annual Term unless you notify us that you wish to extend your membership prior to expiration. If you do not renew your membership by the end of your Annual Term, but subsequently decide to purchase a new membership within one year of expiration, only those Apple products purchased directly from an Apple Retail Store or the Apple Online Store (except for iPhone) will be eligible for registration under Joint Venture. Joint Venture membership is offered to businesses only (i.e., legally recognized entities such as sole proprietorships, partnerships, companies and associations), and Apple reserves the right to verify business status and reject or cancel membership in its reasonable discretion. Joint Venture Services are available only for Registered Apple Products owned by you and used in your business, and are not available in any manner for personal use or to third-party service providers seeking service for any Apple product owned by others. If Joint Venture is purchased by a minor (under 18), the minor’s parent or guardian must be present to agree to these Terms & Conditions and must be present for the duration of any Joint Venture Service. Joint Venture services are valid only at Apple Retail Store locations for Registered Apple Products owned and registered in your name. Your Joint Venture Services are not transferable to any other person or entity.
Additional “Get Trained” Terms. Services provided pursuant to Get Trained are available only at Apple Retail Store locations for you and your business’ direct employees. Training sessions and workshops are intended for informational purposes only and Apple makes no representation, undertaking, promise or warranty that any information provided during such training is appropriate for your business or should be relied upon by you. These services can be facilitated through your Registered Apple Products or, in some cases, the Apple Retail Store may provide similar products (at its sole discretion) for the session if you do not wish to use your own.
Additional Equipment Loaner Terms. When participating in the Equipment Loaner Service, you represent, warrant, acknowledge and agree that (i) you shall keep the Loaner safe and secure and shall take all reasonable care of any Loaner; (ii) you shall return the Loaner when either we inform you that your Registered Mac Computer is available for collection from Apple or when it has been delivered to you (whichever is the earlier); (iii) if you do not return the Loaner, Apple may, in its sole and absolute discretion, pursue any rights and remedies available to it at law or in equity; (iv) you are responsible for any damage, loss, or abuse of the Loaner while in your care and you will be responsible for the full purchase price of the Loaner in the event of loss or the cost of repair or replacement in the event of damage or abuse; (v) the Loaner is solely a loaned product for your business use while your Registered Apple Product is being repaired or otherwise serviced by Apple; (vi) you must not use the Loaner for any unlawful purpose; and (vii) only software with valid licences shall be loaded on the Loaner. Further, you acknowledge that prior to returning the Loaner you will erase any and all files placed on the Loaner while in your possession, and you acknowledge and agree that Apple bears no responsibility or liability for any files or data remaining on the Loaner following its return. You further acknowledge that when the Loaner is returned, any remaining files, including without limitation any business and/or personal files and data, will be erased. It is your sole and exclusive responsibility to separately backup any files you wish to retain that were created while in possession of the Loaner.
When participating in the Equipment Loaner Service, YOU ACKNOWLEDGE THAT ALL SOFTWARE PROVIDED WITH THE LOANER IS LICENSED SPECIFICALLY TO APPLE FOR USE ON THE LOANER AND IS NOT TO BE REMOVED IN ANY MANNER FROM THE LOANER. YOU WILL NOT COPY OR OTHERWISE REPRODUCE, REVERSE ENGINEER, DISASSEMBLE OR DECOMPILE ANY SOFTWARE OR COMPONENTS PROVIDED WITH THE LOANER. All right, title and interest in and to the Loaner shall at all times remain vested in Apple. Nothing in these Terms & Conditions or Apple’s relationship with you shall be construed as conveying to you any right, title or interest in or to the Loaner or any component thereof, except as expressly permitted by these Terms & Conditions and only for the limited purpose specified herein. You may be required to agree to additional terms in order to take advantage of the Equipment Loaner Service. Loaner products are not available if your registered Mac Computer is in Apple’s possession only for an Any Time Tune-up service.
Preventing Data Loss. You agree and understand that Apple shall not be responsible or liable for any loss, damage, corruption, disclosure or alteration of any files, software folders, data, programs or any of your confidential, proprietary, business and/or personal information or removable media (“Data”). You are responsible for any and all restoration and reconstruction of lost damaged, corrupted or altered Data and it is up to you to maintain and implement a complete Data backup and disaster recovery plan. You will ensure that any information or Data disclosed to Apple is not confidential or proprietary. YOU ARE OBLIGED TO TAKE ADEQUATE MEASURES TO AVERT AND REDUCE POTENTIAL DATA LOSS AND DAMAGES. IN PARTICULAR, BEFORE ANY PRODUCT IS BROUGHT IN FOR JOINT VENTURE SERVICE, IT IS YOUR RESPONSIBILITY TO BACK-UP ALL EXISTING DATA ON YOUR COMPUTER DISKS AND/OR DRIVES, AND REMOVE ANY CONFIDENTIAL, PROPRIETARY, OR PERSONAL INFORMATION, AND DISCONNECT MEDIA OR DEVICES SUCH AS CDS, DVDS, PC CARDS, OR FLASH DRIVES.
Licensed Software. If any Joint Venture Service involves accessing, using, or transferring data stored on a Mac Computer, old computer, iPhone, iPad or any other product, you represent, warrant and undertake that you have the legal right to access, copy, or use any such data and to permit Apple to do so, and you authorize any such access, copy and use by Apple. You also represent, warrant and undertake that if any Joint Venture Service involves installing software on a product, you have the legal right to agree to the terms of any applicable software licence and you authorize Apple to accept such terms on your behalf in performing the services.
Conduct. Apple reserves the right to refuse, limit, or cancel any Joint Venture Service and/or membership for any reasonable cause, including without limitation if any individual participating in services in the opinion of Apple has displayed unreasonable behaviour; is deemed to be violent, abusive, or disruptive; has provided false, misleading, or fraudulent information; has sought and/or received services in a fraudulent or abusive manner; or has otherwise breached these Terms & Conditions.
You are Responsible for Your Personnel. As a Joint Venture member, you understand and agree that you are responsible and liable for the actions of your employees, associates, members, and/or any other representative or agent designated by you to receive Joint Venture Services (“Personnel”), and that you will indemnify Apple and its subsidiaries and affiliates, and their respective directors, officers, employees and agents, against any and all actions, demands, settlements, damages, liability, claims, suits, losses, costs and legal fees caused by, arising out of, or resulting from: (a) any negligent act or omission by or any willful misconduct on the part of you or your Personnel; (b) your or your Personnel’s failure to comply with any applicable law; (c) any bodily injury, personal injury, death or property damage caused by you or your Personnel; and (d) an allegation that anything provided by you or your Personnel misappropriated, violated or infringed any third party’s patent, copyright, trademark, trade secret, mask work or other intellectual property or proprietary right.
Ownership of Materials. Ownership of all copyright and other intellectual property rights in the Apple training materials, including without limitation any documentation, data, technical information and know-how provided to you and/or your Personnel as part of Get Trained services remains vested in Apple or its suppliers. All such information shall be held in confidence and may not be disclosed or copied to third parties, without the express written permission of Apple or its suppliers.
Disclaimer of Warranties and Implied Terms. APPLE WARRANTS THAT THE JOINT VENTURE SERVICES SHALL BE PROVIDED WITH REASONABLE CARE AND SKILL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ALL DOCUMENTATION, PUBLICATIONS, OR OTHER INFORMATION PROVIDED BY OR ON BEHALF OF APPLE ARE FURNISHED ON AN “AS-IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND AS TO ITS ACCURACY OR COMPLETENESS. THE WARRANTIES, TERMS, CONDITIONS, AND REMEDIES CONTAINED IN THESE TERMS AND CONDITIONS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, AND REPRESENTATIONS. EXCEPT AS PROVIDED HEREIN, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE SPECIFICALLY DISCLAIMS AND EXCLUDES ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, OBLIGATIONS, AND REPRESENTATIONS RELATED TO OR ARISING IN ANY WAY OUT OF THESE TERMS AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, CARE, SKILL, OR FITNESS FOR A PARTICULAR PURPOSE. APPLE SPECIFICALLY DOES NOT WARRANT THAT IT WILL BE ABLE TO (i) RESOLVE ANY SUPPORT INCIDENT WITHOUT RISK TO OR LOSS OF SOFTWARE PROGRAMS OR DATA, OR (ii) MAINTAIN THE CONFIDENTIALITY OF DATA. NOTHING IN THESE TERMS AND CONDITIONS SHALL LIMIT OR EXCLUDE APPLE’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR FOR FRAUD. NO APPLE EMPLOYEE OR AGENT IS AUTHORIZED TO MAKE ANY MODIFICATION, EXTENSION, OR ADDITION TO THIS WARRANTY.
Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE AND ITS AFFILIATES, EMPLOYEES, AND AGENTS WILL UNDER NO CIRCUMSTANCES BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS & CONDITIONS OR ANY COLLATERAL CONTRACT FOR: (i) ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE; OR (ii) LOSS OF, DAMAGE TO OR CORRUPTION OF DATA INCLUDING BUT NOT LIMITED TO COSTS OF RECOVERING, REPROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA; OR (iii) THE INABILITY TO USE OR ACCESS YOUR REGISTERED APPLE PRODUCT OR ANY OTHER COMPUTER, EQUIPMENT, DEVICE, SOFTWARE, NETWORK OR SYSTEM; OR (iv) THE FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA; OR (v) ANY LOSS OF BUSINESS, PROFITS, CONTRACTS, REPUTATION OR GOODWILL, REVENUE, OR ANTICIPATED SAVINGS, IN EACH CASE HOWSOEVER ARISING, WHETHER SUCH LOSS OR DAMAGE WAS FORSEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AND WHETHER ARISING UNDER STATUTE OR ARISING IN OR FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, APPLE AND ITS AFFILIATES’, EMPLOYEES’, AND AGENTS’ TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR ANY COLLATERAL CONTRACT WHETHER ARISING UNDER STATUTE OR ARISING ON FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT YOU PAID FOR YOUR JOINT VENTURE MEMBERSHIP.
Service Limitations. Apple reserves the right to refrain from providing any or all requested Joint Venture Services and instead refund your payment, in whole or in part, on the basis that your technical needs or extent of services required are unusual or extensive or beyond the scope of these Terms & Conditions as reasonably determined by Apple.
Force Majeure. Apple will not be liable for performance delays or for non-performance due to causes beyond its reasonable control.
Waiver. A waiver of any breach or default under these Terms & Conditions shall not constitute a waiver of any subsequent breach or default.
Severability. If a court of competent jurisdiction holds that any provision of these Terms & Conditions is invalid or unenforceable, the remaining portions will remain in full force and effect. If permitted by law, the parties will replace the invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent of the parties and economic effect of the Terms & Conditions.
Cancellation and Change in Terms & Conditions. Subject to applicable law, Apple reserves the right to substitute, change, terminate or add to these Terms & Conditions upon not less than thirty (30) days notice. Amendments to these Terms & Conditions will be reflected on the Joint Venture website and at www.apple.com/ca/retail/business/jointventure/terms.html and you should check them from time to time. If Apple terminates these Terms & Conditions or your membership, you will receive a pro-rata refund for the unexpired term. Without limiting any other right or remedy, Apple may terminate these Terms & Conditions immediately if you make a misrepresentation or breach any of the Terms & Conditions. If Apple terminates these Terms & Conditions due to your material misrepresentation or material breach, the sums paid for Joint Venture will be non-refundable without limiting any other remedy Apple may have. You may cancel your membership at any time for any reason by calling, visiting or providing written notice to your local Apple Retail Store. Unless applicable law provides otherwise, if you cancel within fourteen (14) days of purchase, you will receive a full refund. If you cancel more than fourteen (14) days after purchase, the sums paid for Joint Venture will be non-refundable. All terms and conditions, limitations, exclusions and warranties contained herein that by their sense and context are intended to survive the termination of these Terms & Conditions, shall so survive.
Governing Law. The construction, validity and performance of these Terms & Conditions and all non-contractual obligations arising from or connected with this these Terms & Conditions are governed by the laws of the State of California, without regard to conflicts of law principles, and the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts of Santa Clara County, California with respect to any dispute arising hereunder. You should keep copies of these Terms & Conditions and any sales receipts or other materials for your records.
Complete Agreement. These Terms & Conditions including any additional terms referenced herein constitute the entire agreement between Apple and you with regard to the Joint Venture program and the services provided thereunder and supersedes all prior negotiations, agreements, arrangements and understandings with respect to the subject matter, and no addition to or deletion from or modification of any of the provisions hereto shall be binding upon Apple unless made in writing and signed by an authorized representative of Apple. Any term or condition on any order or other document submitted by you shall be of no force or effect whatsoever, and is specifically rejected. No representation, undertaking or promise shall be taken to have been given or implied by anything said or written in negotiations between the parties prior to the date of the contract between us. You shall not have any remedy in respect of any untrue statement made by Apple upon which you relied in entering into these Terms & Conditions (unless such untrue statement was made fraudulently or was to a fundamental matter including a matter fundamental to Apple's ability to perform its obligations under these Terms & Conditions) and your only remedies shall be for breach of contract as provided in these Terms & Conditions. Misrepresentations as to fundamental matters shall be subject to the terms of the limitations and exclusions of liability set out in these Terms & Conditions.
Not a legal joint venture. The relationship between Apple and you is that of independent contractors dealing at arm's length. Nothing in these Terms & Conditions shall constitute the parties as partners, joint venturers or co-owners, or constitute either party as the agent, employee or representative of the other, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same. You further agree and understand that by purchasing a Joint Venture membership you shall not use trademarks, service marks, trade names, logos or product names or services owned by or licensed to Apple in connection with your business in any manner whatsoever, or act in any manner that implies an endorsement of your company by Apple or a legal joint venture between you and Apple.