These Terms set forth the legally binding terms and conditions that govern your use of the Sites. By accessing or using the Sites, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of these Terms, do not access and/or use the Sites.
1.1 Licence. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited licence to use and access the Sites solely for your own personal, non-commercial use.
1.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Sites, whether in whole or in part, or any content displayed on the Sites; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Sites; (c) you shall not access the Sites in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Sites may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Sites shall be subject to these Terms. All copyright and other proprietary notices on the Sites (or on any content displayed on the Sites) must be retained on all copies thereof.
1.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Sites (in whole or in part), with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Sites or any part thereof.
1.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Sites.
1.5 Ownership. You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Sites and their content are owned by Company or Company’s suppliers. Neither these Terms nor your access to the Sites transfers to you or to any third party any rights, title or interest in or to such intellectual property rights. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licences granted under these Terms.
1.6 Feedback. If you provide Company with any feedback or suggestions regarding the Sites (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
You agree to indemnify Company (and its officers, employees, and agents), including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Sites, (b) your violation of these Terms, or (c) your violation of applicable laws or regulations. Company reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
3.1 Third-Party Links & Ads. The Sites may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.
3.2 Release. Subject to applicable law, you hereby release and forever discharge the Company (and our affiliates, subsidiaries, officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Sites (including any interactions with, or act or omission of any Third-Party Links & Ads).
The Sites are provided on an “as-is” and “as available” basis, and, to the extent permitted by applicable law, Company (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Sites will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.
To the maximum extent permitted by law, and subject to the final paragraph in this Section 5, in no event shall Company (or our suppliers) be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms or your use of, or inability to use, the Sites, even if Company has been advised of the possibility of such damages. Access to, and use of, the Sites is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.
To the maximum extent permitted by law, and subject to the final paragraph in this Section 5, our liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of fifty Canadian Dollar (50 CAD). The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to these Terms.
The exclusions in this Section 5 shall apply to the maximum extent permitted by law, but Company does not exclude liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.
Subject to this Section, these Terms will remain in full force and effect while you use the Sites. We may suspend or terminate your rights to use the Sites at any time for any reason at our sole discretion, including for any use of the Sites in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Sites will terminate immediately. Company will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2 to 6.
7.1 Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Sites. These changes will be effective immediately. Continued use of our Sites following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
7.2 Electronic Communications. The communications between you and Company use electronic means, whether you use the Sites or send us e-mails, or whether Company posts notices on the Sites or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.
7.3 Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Sites.
7.4 Waiver. A waiver by Company of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorized representative of Company and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
7.5 Headings and Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
7.6 Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
7.7 Relationship between you and us. You confirm that you are acting on your own behalf and not for the benefit of any other person. Your relationship to Company is not of an independent contractor, and neither party is an agent or partner of the other.
7.8 Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
7.9 Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of New Hampshire. You agree that the courts of New Hampshire shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms, and you further expressly agree to submit to the personal jurisdiction of such courts for the purpose of litigating any such claim or action.
7.10 Copyright/Trademark Information. All trademarks, logos and service marks (“Marks”) displayed on the Sites are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
7.11 Contact Information. If you wish to contact us in writing, or if these Terms require you to give notice to us in writing, please contact us at: firstname.lastname@example.org. For data protection matters, you can always contact us at email@example.com.