Last modified: July 10, 2017
The Services are offered and made available to users who have reached the age of majority or older in their jurisdiction of residence, and reside in Canada. By using the Services, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, please do not access or use the Services.
We reserve the right to withdraw, modify or terminate the Services, and any service or material we provide through our Services, in whole or in part, and/or provide some or all users of the Services with opportunities, in our sole discretion, without notice. Neither we, our licensors, licensees, sponsors, vendors, contractors and/or service providers nor any of our or their respective direct or indirect parents, subsidiaries or affiliates, officers, directors, shareholders, employees, agents, representatives, successors and/or assigns (each, an “Affiliated Entity”) will be liable if for any reason if all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or all of the Services.
You are responsible for:
The Services and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors, licensees, or other providers of such material, and are protected by Canadian, United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You must not:
You must not access or use for any commercial purposes any part of the Services or any services or materials made available through the Services. If you wish to make any use of material from the Services other than as set out in this section, please address your request to: email@example.com.
Except as specifically set forth in this Agreement or authorized in advance by the Company in writing, you shall not download, use, or reproduce any of the content or trademarks that are displayed by way of the Services. Further, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, or create derivative works based, in whole or in part, on all or any part of the Services or the intellectual property therein.
Additionally, you agree not to, as may be determined in the sole and absolute discretion of the Company:
The Services may or may in the future contain interactive features that allow users to post, submit, publish, display or transmit to other users or other persons content or materials on or through the Services, such as information, data, comments, opinions, suggestions, advice, text, notes, writings, drawings, images, still photographs, portraits, slides, caricatures, likenesses, graphics, computer graphics and visual effects, animated and/or motion pictures, audio-visual works and recordings, video, video recordings, audio, spoken statements, voices, voice reproductions, vocal or other sounds, sound recordings, music, or other content or materials and all derivative works, translations, adaptations or variations of the same (“User Contributions”). These User Contributions may be subject to certain size and usage limitations, as specified by Company from time to time.
All User Contributions will be considered non-confidential and non-proprietary. By making any User Contribution on or through the Services, you grant us, our Affiliated Entities, and service providers, and each of their and our respective licensees, vendors, successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers) license to: (a) host (which may allow, among other things, other users of the Services to interact with and comment on your User Contributions), store (temporarily or permanently), reproduce, distribute, index, archive, modify, translate, create derivative works of, transmit, perform and display (publicly or otherwise), make available to the public and otherwise utilize (and have others exercise such rights on behalf of us or our Affiliated Entities, through multiple tiers, as allowable by applicable law) such User Contributions, as well as any ideas or creative work product contained in or related to the same, and any materials incorporated by or associated with such User Contributions, in any form or media whether now known or hereafter developed or discovered, for any purpose, including, but not limited to, any sales or marketing function, and developing and manufacturing products incorporating any aspect of such User Contribution; (b) exercise all intellectual property rights, publicity, privacy and other proprietary rights with regard to such User Contribution without restriction as to media, whether now known or created in the future; (c) use your name, persona, likeness, or other biographical information in any and all media (now known and created in the future) as news or information in connection with the Services or for Company advertising or marketing purposes. Notwithstanding the foregoing, you acknowledge that Company acquires no title or ownership rights in or to any User Contribution. Company and/or its Affiliated Entity serves only as a host, bulletin board or conduit (and not a publisher) for User Contributions (unless where Company or its authorized agents themselves make a User Contribution).
To the extent any right you may have in, or relating to, any User Contribution cannot be licensed to Company or its Affiliated Entities under any applicable law or under any legal theory, you hereby irrevocably waive any and all such rights, including without limitation rights of publicity, rights of privacy, all intellectual property rights, and any “moral rights” or other rights with respect to attribution of authorship or integrity of materials. You agree to provide your full cooperation and assistance to Company to effect the foregoing licenses of your User Contributions.
You represent and warrant that:
You acknowledge and agree that you have no expectation of privacy when utilizing the Services’ interactive features or when making User Contributions. You understand that your User Contributions may be seen and, potentially, used by others. Company, including through its designated agents, reserves the right to remove or alter any User Contributions at any time in Company’s sole discretion.
We are not responsible, or liable to you or any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website. IF YOU CHOOSE TO MAKE ANY OF YOUR PERSONALLY IDENTIFIABLE OR OTHER INFORMATION PUBLICLY AVAILABLE IN A FORUM OR OTHERWISE ON OR THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.
Further, the following content standards apply to any and all User Contributions and use of the Services (“Content Standards”). Any User Contributions must in their entirety comply with all applicable federal, state/provincial/territorial, local and international laws and regulations. Without limiting the foregoing, user contributions must not, as may be determined in the sole and absolute discretion of the Company:
User Contributions made through the Services are provided by other users and third parties as a general matter. Further, some content available through the Services, whether text, audio, audiovisual, graphic, or otherwise, in different types of media, whether now known or later discovered or developed, is supplied by third parties and/or using embedded code or content display technology of third parties (“Third Party Content”). Company and/or its Affiliated Entities serve only as a host, bulletin board or conduit (and not a publisher) for Third Party Content, and Company does not have any editorial control over such Third Party Content. You agree that any information expressed in the Third Party Content, or the User Contributions, including, for example, any opinions, statements, offers, promotions, analyses, comparisons, and the like, are solely those of the respective third party authors or publishers, and not of Company or its Affiliated Entities. Company is not aware of and does not itself make any guarantee or warranty about the correctness, completeness, accuracy, or usefulness of Third Party Content or the User Contributions, and instead COMPANY EXPRESSLY DISCLAIMS ALL RESPONSIBILITY FOR AND MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE CORRECTNESS, COMPLETENESS, ACCURACY, OR USEFULNESS OF THIRD PARTY CONTENT AND USER CONTRIBUTIONS. Company and its Affiliated Entities shall not be held responsible for any User Contributions or Third Party Content, or for ANY hyperlinks OR EXECUTABLE CODE embedded in any User Contributions or Third Party Content. Under no circumstance will Company or ANY Affiliated Entity be held liable for, or in connection with, any HARM or damage caused TO YOU OR ANYONE ELSE BY any User Contributions or Third Party Content. Company and its Affiliated Entities have no control over, and shall have no liability for any LOSS resulting from, the use, publication, re-publication, or misuse by any third party of any information, Third Party Content or other User Contributions made public through any part of the Website.
If the Services contain links to other sites, mobile applications, or resources provided by third parties, these links are provided for your convenience only. Such links, and any views or opinions expressed in the linked resources, do not serve as an endorsement by the Company or its Affiliated Entities. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents, accuracy, appropriateness, privacy policies, or data collection practices of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. These third-party resources may collect your data or personal information. If you decide to access any of the third party resources linked from the services, you do so entirely at your own risk and subject to the terms and conditions of use for such resources.
Company has the right to and may, as determined in its sole discretion, block or prohibit links to certain third party resources without any notice to users of the Services.
You acknowledge that Company does not accept or desire to receive from you any unsolicited ideas, proposals, business plans, concepts, or other suggestions, whether pertaining to the Services, any Services content, or any products or services appearing on or through the Services, or any other commercial matter (“Idea Submissions”). THEREFORE, YOU ARE EXPRESSLY CAUTIONED AND NOTIFIED TO NOT SEND THE COMPANY OR ITS AFFILIATED ENTITIES ANY IDEA SUBMISSIONS THAT YOU BELIEVE TO BE PROPRIETARY TO YOU OR OTHERS, WHICH YOU EXPECT US TO KEEP CONFIDENTIAL OR FOR WHICH YOU EXPECT TO RECEIVE COMPENSATION. If you make available to us any Idea Submission through your User Contributions or otherwise through the Services (whether or not in response to a solicitation made on or through the Services), you agree that such Idea Submission is non-confidential, that no confidential relationship exists or shall exist with respect to any use or disclosure of such Idea Submission, and that Company has no obligation to you of any kind in connection therewith. You represent that you have the right and authority to disclose such Idea Submission to us, and that no other party has any trade secret or any other rights in the Idea Submission.
We have the right to:
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATED ENTITIES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY OR ANY OF THE FOREGOING PARTIES AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.
Despite the foregoing, we cannot and do not undertake the obligation to review all material before it is posted by way of the Services, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Company makes reasonable efforts to accurately display the colours of the products and product packaging shown by way of the Services. You acknowledge, however, that the colours you see on your screen may vary from the actual product or product packaging and that Company does not guarantee that the colours displayed on your screen are accurate.
Products or services displayed by way of the Services are not necessarily offered for sale and may not be available. Company does not guarantee that the name and description of any product available for sale will be the same as that included in the Services.
You acknowledge and understand that the Services may require and utilize phone service or data access to properly function. Carrier rates for phone or data service may apply and you are solely responsible for any such charges.
You understand that we cannot and do not guarantee or warrant that information provided through the Services is accurate, nor that files available for downloading from the internet or through the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Services for any reconstruction of any lost data. TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, WE AND OUR AFFILIATED ENTITIES WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, MOBILE PHONE, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES, OR ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES, OR DUE TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE OR RESOURCES LINKED TO IT.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YOUR USE OF THE SERVICES, ITS USER CONTRIBUTIONS, CONTENT, THIRD PARTY CONTENT, AND ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS USER CONTRIBUTIONS, CONTENT, THIRD PARTY CONTENT, AND ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. NEITHER THE COMPANY, ITS AFFILIATED ENTITIES, NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, FITNESS, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, THE COMPANY, ITS AFFILIATED ENTITIES, NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES, ITS USER CONTRIBUTIONS, CONTENT, THIRD PARTY CONTENT, OR ANY PRODUCTS OR SERVICES, OR ANY INFORMATION RELATING THERETO OBTAINED THROUGH THE SERVICES WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICES OR THE SERVER THAT MAKES OUR SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICES OR ANY PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATED ENTITIES BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES, RESOURCES, CONTENT, MATERIAL AND/OR DATA LINKED TO THE SERVICES OR OTHERWISE AVAILABLE FROM TIME TO TIME THROUGH THE SERVICES, PRODUCTS OR SERVICES OBTAINED THROUGH AND/OR RELATING TO THE SERVICES, AND/OR USER CONTRIBUTIONS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
THIS SECTION APPLIES TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, AND DOES NOT APPLY TO INDIVIDUALS RESIDING IN ONTARIO, QUEBEC OR SASKATCHEWAN.THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. THEY AFFECT YOUR RIGHTS CONCERNING THE RESOLUTION OF ANY "DISPUTE" (DEFINED BELOW) RELATED TO OR ARISING OUT OF THE SERVICES. Before initiating any legal action or proceeding or making a demand for arbitration in connection with a Dispute, a party must notify the other party in writing of the Dispute and make himself/herself/itself available to confer with the other party to attempt in good faith to resolve the Dispute. If the Dispute has not been resolved thirty (30) days after such written notice is given, either party may initiate a legal action or proceeding or make a demand for arbitration strictly in accordance with this section, as applicable. All Disputes, other than those involving IP Claims, must be arbitrated in San Francisco, California before a single Judicial Arbitration and Mediation Services (JAMS) arbitrator who is jointly selected and mutually approved by the parties or, if the parties are unable to or fail to agree on the selection of the arbitrator within fifteen (15) days of the demand for arbitration being served, who is appointed by JAMS in accordance with its rules. The arbitration will be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (and in accordance with the expedited procedures in those rules). The arbitrator shall require the non-prevailing party to pay for the costs of arbitration, including, without limitation, reasonable attorneys’ fees incurred by the prevailing party in connection with the arbitration. The results of the arbitration proceeding and the proceeding itself will be considered and kept confidential by the arbitrating parties. Any arbitration decision rendered will be final and binding, and judgment thereon may be entered in any court of competent jurisdiction. Notwithstanding the above, with respect to any IP Claim, any legal suit, action or proceeding shall be instituted exclusively in the federal or state courts within SAN FRANCISCO COUNTY in the state of California. YOU WAIVE ANY AND ALL OBJECTIONS TO THE EXERCISE OF JURISDICTION OVER YOU BY SUCH COURTS AND TO VENUE IN SUCH COURTS. Any proceeding to resolve or litigate a Dispute, whether in arbitration or in court, will be conducted solely on an individual basis, and you will not seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you act or propose to act in a representative capacity. You further agree that no arbitration or proceeding will be joined, consolidated, or combined with another arbitration or proceeding without the prior written consent of Company.
For individuals resident in Quebec, any Dispute shall be governed by and construed in accordance with the internal laws of the province of Quebec and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of Quebec or any other jurisdiction).
The United Nations Convention on Contracts for the International Sale of Goods shall not apply to a Dispute.
TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, ANY LEGAL SUIT, ACTION, OR PROCEEDING CONCERNING A DISPUTE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE UNDERLYING CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
The Services are controlled, operated and administered by Company and/or an Affiliated Entity from Canada and are not intended to subject Company to the laws or jurisdiction of any state, country or territory other than that of Canada. Company does not represent or warrant that the Services or any part thereof is appropriate or available for use in any locale outside of Canada. Any persons accessing the Services from such foreign locales do so on their own initiative and at their own risk, and are responsible for complying with all local statutes, orders, regulations, rules, and other laws. Any such foreign Services users are also subject to Canadian export controls and are responsible for any violations of such controls, including, without limitation, any Canadian embargoes or other federal rules and regulations restricting exports. Company may, as necessary, limit the Services’ availability, in whole or in part, to any person, IP address, ISP, geographic area or jurisdiction we choose, in our sole discretion.
Please be aware that parental control protections are commercially available for purposes of limiting access to certain material that is harmful to minors. Further information is available at GetNetWise http://kids.getnetwise.org/ and other such websites which you may find through an internet search engine of your choice. Please note that Company does not endorse or warrant any of the products or services listed at such sites.
We respect all applicable intellectual property laws and we require all users of the Services to comply with such laws. You may not store any material or content on offerings within the Services, or disseminate any material or content through the Services, when doing so would infringe upon the intellectual property rights of others, including in violation of Canadian or U.S. copyright law.
Owners of copyrighted works who believe that their rights have been infringed upon should report any such alleged infringements to firstname.lastname@example.org. The Company may, in its sole discretion, terminate access to the Services for any user that infringes upon third party intellectual property rights. Any user of the Services that has reason to believe that a User Contribution is objectionable or infringing may notify Company of the same at the above address. Upon receiving a notice with sufficient detail of any claimed infringement, Company will act in a reasonably expeditious manner to evaluate the concern and if it deems appropriate, remove or prohibit access to the material alleged to be infringing.