Terms & Conditions
AGREEMENT TO TERMS
These Terms of Use
constitute a legally binding agreement made between you, whether personally or
on behalf of an entity (“you”) and upsos.com (“we,” “us” or
“our”), concerning your access to and use of the www.upsos.com website as well as any other media form, media
channel, mobile website or mobile application related, linked, or otherwise
connected thereto (collectively, the “Site”).
You agree that by
accessing the www.upsos.com , you have read, understood, and agree
to be bound by all of these Terms of Use. If you do not agree with all of these
Terms of Use, then you are expressly prohibited from using the Site and you
must discontinue use immediately.
Supplemental terms and
conditions or documents that may be posted on the Site from time to time are
hereby expressly incorporated herein by reference. We reserve the right, in our
sole discretion, to make changes or modifications to these Terms of Use at any
time and for any reason.
We will alert you
about any changes by updating the “Last updated” date of these Terms of Use,
and you waive any right to receive specific notice of each such change.
It is your
responsibility to periodically review these Terms of Use to stay informed of
updates. You will be subject to, and will be deemed to have been made aware of
and to have accepted, the changes in any revised Terms of Use by your continued
use of the Site after the date such revised Terms of Use are posted.
The information
provided on the Site is not intended for distribution to or use by any person
or entity in any jurisdiction or country where such distribution or use would
be contrary to law or regulation or which would subject us to any registration
requirement within such jurisdiction or country.
Accordingly, those
persons who choose to access the Site from other locations do so on their own
initiative and are solely responsible for compliance with local laws, if and to
the extent local laws are applicable.
Option 1: The Site is intended for users who are
at least 18 years old. Persons under the age of 18 are not permitted to use or
register for the Site.
Option 2: [The Site is intended for users who are
at least 13 years of age.] All
users who are minors in the jurisdiction in which they reside (generally under
the age of 18) must have the permission of, and be directly supervised by,
their parent or guardian to use the Site. If you are a minor, you must have
your parent or guardian read and agree to these Terms of Use prior to you using
the Site.
INTELLECTUAL PROPERTY
RIGHTS
Unless otherwise
indicated, the www.upsos.com is our proprietary property and
all source code, databases, functionality, software, website designs, audio,
video, text, photographs, and graphics on the Site (collectively, the
“Content”) and the trademarks, service marks, and logos contained therein (the
“Marks”) are owned or controlled by us or licensed to us, and are protected by
copyright and trademark laws and various other intellectual property rights and
unfair competition laws of the United States, foreign jurisdictions, and
international conventions.
The Content and the
Marks are provided on the Site “AS IS” for your information and personal use
only. Except as expressly provided in these Terms of Use, no part of the Site
and no Content or Marks may be copied, reproduced, aggregated, republished,
uploaded, posted, publicly displayed, encoded, translated, transmitted,
distributed, sold, licensed, or otherwise exploited for any commercial purpose
whatsoever, without our express prior written permission.
Provided that you are
eligible to use the Site, you are granted a limited license to access and use
the Site and to download or print a copy of any portion of the Content to which
you have properly gained access solely for your personal, non-commercial use.
We reserve all rights not expressly granted to you in and to the Site, the
Content and the Marks.
USER REPRESENTATIONS
By using the Site ,
you represent and warrant that:
(1) all registration
information you submit will be true, accurate, current, and complete;
(2) you will maintain
the accuracy of such information and promptly update such registration information
as necessary;
(3) you have the legal
capacity and you agree to comply with these Terms of Use;
[(4) you are not under
the age of 13];
(5) you are not a
minor in the jurisdiction in which you reside[, or if a minor, you have received parental permission to use
the Site];
(6) you will not
access the Site through automated or non-human means, whether through a bot,
script or otherwise;
(7) you will not use
the Site for any illegal or unauthorized purpose;
(8) your use of the
Site will not violate any applicable law or regulation.
If you provide any
information that is untrue, inaccurate, not current, or incomplete, we have the
right to suspend or terminate your account and refuse any and all current or
future use of the Site (or any portion thereof).
USER REGISTRATION
You may be required to
register with the Site. You agree to keep your password confidential and will
be responsible for all use of your account and password. We reserve the right
to remove, reclaim, or change a username you select if we determine, in our
sole discretion, that such username is inappropriate, obscene, or otherwise
objectionable.
PRODUCTS
Sellers makes every
effort to display as accurately as possible the colors, features, specifications,
and details of the products available on the Site. However, we do not guarantee
that the colors, features, specifications, and details of the products will be
accurate, complete, reliable, current, or free of other errors, and your
electronic display may not accurately reflect the actual colors and details of
the products.
All products are
subject to availability , and sellers cannot guarantee that items will be in
stock. Sellers reserve the right to discontinue any products at any time for
any reason. Prices for all products are subject to change.
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PURCHASES AND PAYMENT
We accept the
following forms of payment: PayPal, Credit Cards. You agree to provide current,
complete, and accurate purchase and account information for all purchases made
via the Upsos.com. You further agree to promptly update account and payment
information, including email address, payment method, and payment card
expiration date, so that we can complete your transactions and contact you as
needed. Sales tax will be added to the price of purchases as deemed required by
us. We may change prices at any time. All payments shall be in Canadian Dollar.
You agree to pay all
charges at the prices then in effect for your purchases and any applicable
shipping fees, and you authorize us to charge your chosen payment provider for
any such amounts upon placing your order.
We reserve the right to correct any errors or
mistakes in pricing, even if we have already requested or received payment.
We reserve the right
to refuse any order placed through the Site. We may, in our sole discretion,
limit or cancel quantities purchased per person, per household, or per order.
These restrictions may include orders placed by or under the same customer account,
the same payment method, and/or orders that use the same billing or shipping
address. We reserve the right to limit or prohibit orders that, in our sole
judgment, appear to be placed by dealers, resellers, or distributors.
[RETURN/REFUNDS] POLICY
All sales are final
and no refund will be issued, unless other notes in the Seller's Return Policy.
PROHIBITED ACTIVITIES
You may not access or
use the Site for any purpose other than that for which we make the Site available.
The Site may not be used in connection with any commercial endeavors except
those that are specifically endorsed or approved by us.
As a user of the Site,
you agree not to:
1. systematically retrieve data or other content
from the Site to create or compile, directly or indirectly, a collection,
compilation, database, or directory without written permission from us.
2. make any unauthorized use of the Site,
including collecting usernames and/or email addresses of users by electronic or
other means for the purpose of sending unsolicited email, or creating user
accounts by automated means or under false pretenses.
3. use a buying agent or purchasing agent to make
purchases on the Site.
4. use the Site to advertise or offer to sell goods
and services.
5. circumvent, disable, or otherwise interfere
with security-related features of the Site, including features that prevent or
restrict the use or copying of any Content or enforce limitations on the use of
the Site and/or the Content contained therein.
6. engage in unauthorized framing of or linking
to the Site.
7. trick, defraud, or mislead us and other users,
especially in any attempt to learn sensitive account information such as user
passwords;
8. make improper use of our support services or
submit false reports of abuse or misconduct.
9. engage in any automated use of the system,
such as using scripts to send comments or messages, or using any data mining,
robots, or similar data gathering and extraction tools.
10.interfere with, disrupt, or create an undue
burden on the Site or the networks or services connected to the Site.
11.attempt to impersonate another user or person
or use the username of another user.
12.sell or otherwise transfer your profile.
13.use any information obtained from the Site in
order to harass, abuse, or harm another person.
14.use the Site as part of any effort to compete
with us or otherwise use the Site and/or the Content for any revenue-generating
endeavor or commercial enterprise.
15.decipher, decompile, disassemble, or reverse
engineer any of the software comprising or in any way making up a part of the
Site.
16.attempt to bypass any measures of the Site
designed to prevent or restrict access to the Site, or any portion of the Site.
17.harass, annoy, intimidate, or threaten any of
our employees or agents engaged in providing any portion of the Site to you.
18.delete the copyright or other proprietary
rights notice from any Content.
19.copy or adapt the Site’s software, including
but not limited to Flash, PHP, HTML, JavaScript, or other code.
20.upload or transmit (or attempt to upload or to
transmit) viruses, Trojan horses, or other material, including excessive use of
capital letters and spamming (continuous posting of repetitive text), that
interferes with any party’s uninterrupted use and enjoyment of the Site or
modifies, impairs, disrupts, alters, or interferes with the use, features,
functions, operation, or maintenance of the Site.
21.upload or transmit (or attempt to upload or to
transmit) any material that acts as a passive or active information collection
or transmission mechanism, including without limitation, clear graphics
interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar
devices (sometimes referred to as “spyware” or “passive collection mechanisms”
or “pcms”).
22.except as may be the result of standard search
engine or Internet browser usage, use, launch, develop, or distribute any
automated system, including without limitation, any spider, robot, cheat
utility, scraper, or offline reader that accesses the Site, or using or
launching any unauthorized script or other software.
23.disparage, tarnish, or otherwise harm, in our
opinion, us and/or the Site.
24.use the Site in a manner inconsistent with any
applicable laws or regulations.
USER GENERATED
CONTRIBUTIONS
The Site may invite
you to chat, contribute to, or participate in blogs, message boards, online
forums, and other functionality, and may provide you with the opportunity to
create, submit, post, display, transmit, perform, publish, distribute, or
broadcast content and materials to us or on the Site, including but not limited
to text, writings, video, audio, photographs, graphics, comments, suggestions,
or personal information or other material (collectively, “Contributions”).
Contributions may be
viewable by other users of the Site and through third-party websites. As such,
any Contributions you transmit may be treated as non-confidential and
non-proprietary. When you create or make available any Contributions, you
thereby represent and warrant that:
1. the creation, distribution, transmission,
public display, or performance, and the accessing, downloading, or copying of
your Contributions do not and will not infringe the proprietary rights,
including but not limited to the copyright, patent, trademark, trade secret, or
moral rights of any third party.
2. you are the creator and owner of or have the
necessary licenses, rights, consents, releases, and permissions to use and to
authorize us, the Site, and other users of the Site to use your Contributions
in any manner contemplated by the Site and these Terms of Use.
3. you have the written consent, release, and/or
permission of each and every identifiable individual person in your
Contributions to use the name or likeness of each and every such identifiable
individual person to enable inclusion and use of your Contributions in any
manner contemplated by the Site and these Terms of Use.
4. your Contributions are not false, inaccurate,
or misleading.
5. your Contributions are not unsolicited or
unauthorized advertising, promotional materials, pyramid schemes, chain
letters, spam, mass mailings, or other forms of solicitation.
6. your Contributions are not obscene, lewd,
lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise
objectionable (as determined by us).
7. your Contributions do not ridicule, mock,
disparage, intimidate, or abuse anyone.
8. your Contributions do not advocate the violent
overthrow of any government or incite, encourage, or threaten physical harm
against another.
9. your Contributions do not violate any
applicable law, regulation, or rule.
10.your Contributions do not violate the privacy
or publicity rights of any third party.
11.your Contributions do not contain any material
that solicits personal information from anyone under the age of 18 or exploits
people under the age of 18 in a sexual or violent manner.
12.your Contributions do not violate any federal
or state law concerning child pornography, or otherwise intended to protect the
health or well-being of minors;
13.your Contributions do not include any
offensive comments that are connected to race, national origin, gender, sexual
preference, or physical handicap.
14.your Contributions do not otherwise violate,
or link to material that violates, any provision of these Terms of Use, or any
applicable law or regulation.
Any use of the Site in
violation of the foregoing violates these Terms of Use and may result in, among
other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
By posting your
Contributions to any part of the Site or making Contributions accessible to the Site by linking your
account from the Site to any of your social networking accounts, you automatically grant, and you represent
and warrant that you have the right to grant, to us an unrestricted, unlimited,
irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid,
worldwide right, and license to host, use, copy, reproduce, disclose, sell,
resell, publish, broadcast, retitle, archive, store, cache, publicly perform,
publicly display, reformat, translate, transmit, excerpt (in whole or in part),
and distribute such Contributions (including, without limitation, your image
and voice) for any purpose, commercial, advertising, or otherwise, and to
prepare derivative works of, or incorporate into other works, such
Contributions, and grant and authorize sublicenses of the foregoing. The use
and distribution may occur in any media formats and through any media channels.
This license will
apply to any form, media, or technology now known or hereafter developed, and
includes our use of your name, company name, and franchise name, as applicable,
and any of the trademarks, service marks, trade names, logos, and personal and
commercial images you provide. You waive all moral rights in your
Contributions, and you warrant that moral rights have not otherwise been
asserted in your Contributions.
We do not assert any
ownership over your Contributions. You retain full ownership of all of your
Contributions and any intellectual property rights or other proprietary rights
associated with your Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any area on the Site.
You are solely
responsible for your Contributions to the Site and you expressly agree to
exonerate us from any and all responsibility and to refrain from any legal
action against us regarding your Contributions.
We have the right, in
our sole and absolute discretion, (1) to edit, redact, or otherwise change any
Contributions; (2) to re-categorize any Contributions to place them in more
appropriate locations on the Site; and (3) to pre-screen or delete any
Contributions at any time and for any reason, without notice. We have no
obligation to monitor your Contributions.
GUIDELINES FOR REVIEWS
We may provide you
areas on the Site to leave reviews or ratings. When posting a review, you must
comply with the following criteria:
(1) you should have
firsthand experience with the person/entity being reviewed;
(2) your reviews
should not contain offensive profanity, or abusive, racist, offensive, or hate
language;
(3) your reviews
should not contain discriminatory references based on religion, race, gender,
national origin, age, marital status, sexual orientation, or disability;
(4) your reviews
should not contain references to illegal activity;
(5) you should not be
affiliated with competitors if posting negative reviews;
(6) you should not
make any conclusions as to the legality of conduct;
(7) you may not post
any false or misleading statements;
(8) you may not
organize a campaign encouraging others to post reviews, whether positive or
negative.
We may accept, reject,
or remove reviews in our sole discretion. We have absolutely no obligation to
screen reviews or to delete reviews, even if anyone considers reviews
objectionable or inaccurate. Reviews are not endorsed by us, and do not
necessarily represent our opinions or the views of any of our affiliates or
partners.
We do not assume
liability for any review or for any claims, liabilities, or losses resulting
from any review. By posting a review, you hereby grant to us a perpetual,
non-exclusive, worldwide, royalty-free, fully-paid, assignable, and
sublicensable right and license to reproduce, modify, translate, transmit by
any means, display, perform, and/or distribute all content relating to reviews.
MOBILE APPLICATION
LICENSE
Use License
If you access the Site
via a mobile application, then we grant you a revocable, non-exclusive,
non-transferable, limited right to install and use the mobile application on
wireless electronic devices owned or controlled by you, and to access and use
the mobile application on such devices strictly in accordance with the terms
and conditions of this mobile application license contained in these Terms of
Use.
You shall not:
(1) decompile, reverse
engineer, disassemble, attempt to derive the source code of, or decrypt the
application;
(2) make any
modification, adaptation, improvement, enhancement, translation, or derivative
work from the application;
(3) violate any applicable
laws, rules, or regulations in connection with your access or use of the
application;
(4) remove, alter, or
obscure any proprietary notice (including any notice of copyright or trademark)
posted by us or the licensors of the application;
(5) use the
application for any revenue generating endeavor, commercial enterprise, or
other purpose for which it is not designed or intended;
(6) make the
application available over a network or other environment permitting access or
use by multiple devices or users at the same time;
(7) use the
application for creating a product, service, or software that is, directly or
indirectly, competitive with or in any way a substitute for the application;
(8) use the
application to send automated queries to any website or to send any unsolicited
commercial e-mail;
(9) use any
proprietary information or any of our interfaces or our other intellectual
property in the design, development, manufacture, licensing, or distribution of
any applications, accessories, or devices for use with the application.
Apple and Android
Devices
The following terms
apply when you use a mobile application obtained from either the Apple Store or
Google Play (each an “App Distributor”) to access the Site:
(1) the license
granted to you for our mobile application is limited to a non-transferable
license to use the application on a device that utilizes the Apple iOS or
Android operating systems, as applicable, and in accordance with the usage
rules set forth in the applicable App Distributor’s terms of service;
(2) we are responsible
for providing any maintenance and support services with respect to the mobile
application as specified in the terms and conditions of this mobile application
license contained in these Terms of Use or as otherwise required under
applicable law, and you acknowledge that each App Distributor has no obligation
whatsoever to furnish any maintenance and support services with respect to the
mobile application;
(3) in the event of
any failure of the mobile application to conform to any applicable warranty,
you may notify the applicable App Distributor, and the App Distributor, in
accordance with its terms and policies, may refund the purchase price, if any,
paid for the mobile application, and to the maximum extent permitted by applicable
law, the App Distributor will have no other warranty obligation whatsoever with
respect to the mobile application;
(4) you represent and
warrant that (i) you are not located in a country that is subject to a Canada
government embargo, or that has been designated by the Canada government as a
“terrorist supporting” country and (ii) you are not listed on any U.S.
government list of prohibited or restricted parties;
(5) you must comply
with applicable third-party terms of agreement when using the mobile application,
e.g., if you have a VoIP application, then you must not be in violation of
their wireless data service agreement when using the mobile application;
(6) you acknowledge
and agree that the App Distributors are third-party beneficiaries of the terms
and conditions in this mobile application license contained in these Terms of
Use, and that each App Distributor will have the right (and will be deemed to
have accepted the right) to enforce the terms and conditions in this mobile
application license contained in these Terms of Use against you as a
third-party beneficiary thereof.
SOCIAL MEDIA
As part of the
functionality of the Site, you may link your account with online accounts you
have with third-party service providers (each such account, a “Third-Party
Account”) by either: (1) providing your Third-Party Account login information
through the Site; or (2) allowing us to access your Third-Party Account, as is
permitted under the applicable terms and conditions that govern your use of
each Third-Party Account.
You represent and
warrant that you are entitled to disclose your Third-Party Account login
information to us and/or grant us access to your Third-Party Account, without
breach by you of any of the terms and conditions that govern your use of the
applicable Third-Party Account, and without obligating us to pay any fees or
making us subject to any usage limitations imposed by the third-party service
provider of the Third-Party Account.
By granting us access
to any Third-Party Accounts, you understand that (1) we may access, make
available, and store (if applicable) any content that you have provided to and
stored in your Third-Party Account (the “Social Network Content”) so that it is
available on and through the Site via your account, including without limitation
any friend lists and (2) we may submit to and receive from your Third-Party
Account additional information to the extent you are notified when you link
your account with the Third-Party Account.
Depending on the
Third-Party Accounts you choose and subject to the privacy settings that you
have set in such Third-Party Accounts, personally identifiable information that
you post to your Third-Party Accounts may be available on and through your
account on the Site. Please note that if a Third-Party Account or associated
service becomes unavailable or our access to such Third-Party Account is
terminated by the third-party service provider, then Social Network Content may
no longer be available on and through the Site.
You will have the
ability to disable the connection between your account on the Site and your
Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE
THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS
GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
We make no effort to
review any Social Network Content for any purpose, including but not limited
to, for accuracy, legality, or non-infringement, and we are not responsible for
any Social Network Content. You acknowledge and agree that we may access your
email address book associated with a Third-Party Account and your contacts list
stored on your mobile device or tablet computer solely for purposes of
identifying and informing you of those contacts who have also registered to use
the Site.
You can deactivate the
connection between the Site and your Third-Party Account by contacting us using
the contact information below or through your account settings (if applicable).
We will attempt to delete any information stored on our servers that was
obtained through such Third-Party Account, except the username and profile
picture that become associated with your account.
SUBMISSIONS
You acknowledge and
agree that any questions, comments, suggestions, ideas, feedback, or other
information regarding the Site (“Submissions”) provided by you to us are
non-confidential and shall become our sole property. We shall own exclusive
rights, including all intellectual property rights, and shall be entitled to
the unrestricted use and dissemination of these Submissions for any lawful
purpose, commercial or otherwise, without acknowledgment or compensation to
you.
You hereby waive all
moral rights to any such Submissions, and you hereby warrant that any such
Submissions are original with you or that you have the right to submit such
Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your
Submissions.
THIRD-PARTY WEBSITES
AND CONTENT
The Site may contain
(or you may be sent via the Site) links to other websites (“Third-Party
Websites”) as well as articles, photographs, text, graphics, pictures, designs,
music, sound, video, information, applications, software, and other content or
items belonging to or originating from third parties (“Third-Party Content”).
Such Third-Party
Websites and Third-Party Content are not investigated, monitored, or checked
for accuracy, appropriateness, or completeness by us, and we are not
responsible for any Third Party Websites accessed through the Site or any
Third-Party Content posted on, available through, or installed from the Site,
including the content, accuracy, offensiveness, opinions, reliability, privacy
practices, or other policies of or contained in the Third-Party Websites or the
Third-Party Content.
Inclusion of, linking
to, or permitting the use or installation of any Third-Party Websites or any
Third-Party Content does not imply approval or endorsement thereof by us. If
you decide to leave the Site and access the Third-Party Websites or to use or
install any Third-Party Content, you do so at your own risk, and you should be
aware these Terms of Use no longer govern.
You should review the
applicable terms and policies, including privacy and data gathering practices,
of any website to which you navigate from the Site or relating to any
applications you use or install from the Site. Any purchases you make through
Third-Party Websites will be through other websites and from other companies,
and we take no responsibility whatsoever in relation to such purchases which
are exclusively between you and the applicable third party.
You agree and
acknowledge that we do not endorse the products or services offered on
Third-Party Websites and you shall hold us harmless from any harm caused by
your purchase of such products or services. Additionally, you shall hold us
harmless from any losses sustained by you or harm caused to you relating to or
resulting in any way from any Third-Party Content or any contact with
Third-Party Websites.
ADVERTISERS
We allow advertisers
to display their advertisements and other information in certain areas of the
Site, such as sidebar advertisements or banner advertisements. If you are an
advertiser, you shall take full responsibility for any advertisements you place
on the Site and any services provided on the Site or products sold through
those advertisements.
Further, as an
advertiser, you warrant and represent that you possess all rights and authority
to place advertisements on the Site, including, but not limited to,
intellectual property rights, publicity rights, and contractual rights.
As an advertiser, you
agree that such advertisements are subject to our Digital Millennium Copyright
Act (“DMCA”) Notice and Policy provisions as described below, and you
understand and agree there will be no refund or other compensation for DMCA
takedown-related issues. We simply
provide the space to place such advertisements, and we have no other
relationship with advertisers.
SITE MANAGEMENT
We reserve the right,
but not the obligation, to:
(1) monitor the Site
for violations of these Terms of Use;
(2) take appropriate
legal action against anyone who, in our sole discretion, violates the law or
these Terms of Use, including without limitation, reporting such user to law
enforcement authorities;
(3) in our sole
discretion and without limitation, refuse, restrict access to, limit the
availability of, or disable (to the extent technologically feasible) any of
your Contributions or any portion thereof;
(4) in our sole
discretion and without limitation, notice, or liability, to remove from the
Site or otherwise disable all files and content that are excessive in size or
are in any way burdensome to our systems;
(5) otherwise manage
the Site in a manner designed to protect our rights and property and to
facilitate the proper functioning of the Site.
PRIVACY POLICY
We care about data
privacy and security. Please review our Privacy Policy posted on the Site.
By using the Site, you agree to be bound by our Privacy Policy, which is
incorporated into these Terms of Use.
If you access the Site
from the European Union, Asia, or any other region of the world with laws or
other requirements governing personal data collection, use, or disclosure that
differ from applicable laws in the Canada, then through your continued use of
the Site, you are transferring your data to the Canada, and you expressly
consent to have your data transferred to and processed in the Canada.
COPYRIGHT
INFRINGEMENTS
We respect the
intellectual property rights of others. If you believe that any material
available on or through the Site infringes upon any copyright you own or
control, please immediately notify us using the contact information provided
below (a “Notification”). A copy of your Notification will be sent to the
person who posted or stored the material addressed in the Notification.
Please be advised that
pursuant to federal law you may be held liable for damages if you make material
misrepresentations in a Notification. Thus, if you are not sure that material
located on or linked to by the Site infringes your copyright, you should
consider first contacting an attorney.]
TERM AND TERMINATION
These Terms of Use
shall remain in full force and effect while you use the Site. WITHOUT LIMITING
ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE
DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE
(INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR
NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION,
WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW
OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR
DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU
POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or
suspend your account for any reason, you are prohibited from registering and
creating a new account under your name, a fake or borrowed name, or the name of
any third party, even if you may be acting on behalf of the third party.
In addition to
terminating or suspending your account, we reserve the right to take
appropriate legal action, including without limitation pursuing civil, criminal,
and injunctive redress.
MODIFICATIONS AND
INTERRUPTIONS
We reserve the right
to change, modify, or remove the contents of the Site at any time or for any
reason at our sole discretion without notice. However, we have no obligation to
update any information on our Site. We also reserve the right to modify or
discontinue all or part of the Site without notice at any time.
We will not be liable
to you or any third party for any modification, price change, suspension, or
discontinuance of the Site.
We cannot guarantee
the Site will be available at all times. We may experience hardware, software,
or other problems or need to perform maintenance related to the Site, resulting
in interruptions, delays, or errors. We reserve the right to change, revise,
update, suspend, discontinue, or otherwise modify the Site at any time or for
any reason without notice to you.
You agree that we have
no liability whatsoever for any loss, damage, or inconvenience caused by your
inability to access or use the Site during any downtime or discontinuance of
the Site. Nothing in these Terms of Use will be construed to obligate us to
maintain and support the Site or to supply any corrections, updates, or
releases in connection therewith.
GOVERNING LAW
These Terms of Use and
your use of the Site are governed by and construed in accordance with the laws
of the Province of Canada applicable to agreements made and to be entirely
performed within the Province/Commonwealth of Alberta, without regard to its
conflict of law principles.
DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution
and control the cost of any dispute, controversy, or claim related to these
Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by
either you or us (individually, a “Party” and collectively, the “Parties”), the
Parties agree to first attempt to negotiate any Dispute (except those Disputes
expressly provided below) informally for at least 30 days before initiating arbitration.
Such informal negotiations commence upon written notice from one Party to the
other Party.
Binding Arbitration
To expedite resolution
and control the cost of any dispute, controversy or claim related to these
Terms of Use (each a “Dispute” and collectively, “Disputes”), any Dispute
brought by either you or us (individually, a “Party” and collectively, the
“Parties”) shall be finally and exclusively resolved by binding arbitration.
YOU UNDERSTAND THAT
WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A
JURY TRIAL.
CORRECTIONS
There may be
information on the Site that contains typographical errors, inaccuracies, or
omissions, including descriptions, pricing, availability, and various other
information. We reserve the right to correct any errors, inaccuracies, or
omissions and to change or update the information on the Site at any time,
without prior notice.
DISCLAIMER
THE SITE IS PROVIDED
ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE
SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE
DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND
YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE
MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE
SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL
ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE,
OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE,
(3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL
PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY
INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS,
VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE
SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND
MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE
OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE.
WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT
OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY
HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY
BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE
RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE
THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND
EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF
LIABILITY
IN NO EVENT WILL WE OR
OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE
DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES
ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. [NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE
ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY,
BY YOU TO US DURING THE 6 MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR
$100.
INDEMNIFICATION
You agree to defend,
indemnify, and hold us harmless, including our subsidiaries, affiliates, and
all of our respective officers, agents, partners, and employees, from and
against any loss, damage, liability, claim, or demand, including reasonable
attorneys’ fees and expenses, made by any third party due to or arising out of:
(1) your Contributions; (2) use of the Site; (3) breach of these
Terms of Use; (4) any breach of your representations and warranties set forth
in these Terms of Use; (5) your violation of the rights of a third party,
including but not limited to intellectual property rights; or (6) any overt
harmful act toward any other user of the Site with whom you connected via the
Site.
Notwithstanding the
foregoing, we reserve the right, at your expense, to assume the exclusive
defense and control of any matter for which you are required to indemnify us,
and you agree to cooperate, at your expense, with our defense of such claims.
We will use reasonable efforts to notify you of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware of it.
USER DATA
We will maintain
certain data that you transmit to the Site for the purpose of managing the
performance of the Site, as well as data relating to your use of the Site.
Although we perform regular routine backups of data, you are solely responsible
for all data that you transmit or that relates to any activity you have
undertaken using the Site.
You agree that we
shall have no liability to you for any loss or corruption of any such data, and
you hereby waive any right of action against us arising from any such loss or
corruption of such data.
ELECTRONIC
COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site,
sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree
that all agreements, notices, disclosures, and other communications we provide
to you electronically, via email and on the Site, satisfy any legal requirement
that such communication be in writing. YOU HEREBY AGREE TO THE USE OF
ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC
DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR
COMPLETED BY US OR VIA THE SITE.
You hereby waive any
rights or requirements under any statutes, regulations, rules, ordinances, or
other laws in any jurisdiction which require an original signature or delivery
or retention of non-electronic records, or to payments or the granting of
credits by any means other than electronic means.
MISCELLANEOUS
These Terms of Use and
any policies or operating rules posted by us on the Site or in respect to the
Site constitute the entire agreement and understanding between you and us. Our
failure to exercise or enforce any right or provision of these Terms of Use
shall not operate as a waiver of such right or provision.
These Terms of Use
operate to the fullest extent permissible by law. We may assign any or all of
our rights and obligations to others at any time. We shall not be responsible
or liable for any loss, damage, delay, or failure to act caused by any cause
beyond our reasonable control.
If any provision or
part of a provision of these Terms of Use is determined to be unlawful, void,
or unenforceable, that provision or part of the provision is deemed severable
from these Terms of Use and does not affect the validity and enforceability of
any remaining provisions. There is no joint venture, partnership, employment or
agency relationship created between you and us as a result of these Terms of
Use or use of the Site.
You agree that these
Terms of Use will not be construed against us by virtue of having drafted them.
You hereby waive any and all defenses you may have based on the electronic form
of these Terms of Use and the lack of signing by the parties hereto to execute
these Terms of Use.
CONTACT US
In order to resolve a
complaint regarding the Site or to receive further information regarding use of
the Site, please contact us.