1.Amendments to this Agreement
We reserve the right to amend this Agreement at any time through the procedure as further described in section 16. You are responsible for regularly reviewing the Website to obtain timely notice of such amendments.
2. Legal Capacity
You represent and warrant that you possess the legal right, capacity and ability to enter into this Agreement and use the Website in accordance with this Agreement. If you are an individual, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, and that you are in any event at least 18 years old. If you are using the Website on behalf of a corporation or other organization, you represent and warrant that you have the ability to enter into this Agreement on behalf of such organization and all references to “you” throughout this Agreement will include such organization, jointly and severally with yourself.
Subject to all of the terms, conditions, restrictions and other provisions of this Agreement, we grant to you a non-exclusive, non-transferable, limited license only to use the Website during the term of this Agreement. All rights not expressly granted to you are reserved by us and, if applicable, our licensors.
5. Website Limitations
The Website depends on the Internet, including networks, cabling, facilities and equipment that is not in our control; accordingly
- any representation made by us regarding access performance, speeds, reliability, availability, use or consistency of the Website is on a “commercially reasonable efforts” basis,
- we cannot guarantee any minimum level regarding such performance, speed, reliability, availability, use or consistency, and
- data, messages, information or materials sent over the Internet may not be completely private, and your anonymity is not guaranteed.
6. Acceptable Use and Prohibitions
- Lawful Use (Things You Must Do). You will ensure that
- you only use the Website for lawful purposes, and
- if at any time you become aware of any violation, by any person or entity, of any part of this Agreement, you will immediately notify us and provide us with assistance, as requested, to stop or remedy such violation.
- Prohibited Conduct (Things You Must Not Do). Without limiting the generality of any other restriction in this Agreement, you agree that you will not, in connection with the Website, directly or indirectly do or permit any of the following:
- post, upload, reproduce, distribute or otherwise transmit any Content (defined below) that
- is unauthorized or unsolicited commercial communications, junk or bulk communications or other “spam” (whether or not using e-mail services, including instant messaging, blog or comment spam) or is otherwise duplicative or unsolicited,
- contains a virus, cancelbot, Trojan horse, worm or other harmful, disruptive or surreptitious component,
- is defamatory, infringing, or unlawful,
- is inappropriate, profane, obscene, indecent materials or information without suitable or lawfully-required access controls (which controls shall in no event be our responsibility),
- gives rise to civil liability, or otherwise violates the rights or assists others to violate the rights of us or any third party, such violations including engaging in copyright infringement, invasion of privacy, trademark infringement or defamation, or
- constitutes a criminal offence, or otherwise engages in or assists others to engage in any criminal offence, including communicating hatred, pyramid selling, unauthorized use of a computer, mischief in relation to data, fraud, obscenity and child pornography;
- engage in threats, harassment, intimidation, stalking or abuse or any conduct that violates the legal rights of others, including the rights of minors and rights relating to privacy and publicity;
- scan or probe another computer system, obstruct or bypass computer identification procedures or engage in unauthorized computer or network trespass without the express permission of the owners of such computer systems;
- forge headers or otherwise manipulate any protocols or identifiers used in any system or protocol in such a manner to disguise the origin or truthfulness of any data transmitted using the Website;
- impersonate or falsely represent your association with any item or person, including a representative of us;
- disrupt or threaten the integrity, operation or security of any Website, any computer or any Internet system;
- disable or circumvent any access control or related process or procedure established with respect to the Website;
- sublicense, share, resell, reproduce, copy, distribute, redistribute, or exploit for any commercial purposes (except for your internal business purposes), any portion of, use of or access to, any Website, except where expressly authorized by us; or
- extract, gather, collect, or store personal information about others without their express consent.
- Our Remedies. Without limiting any of our rights, we may suspend, restrict or terminate your use of the Website without notice if, in our sole and absolute discretion, we determine or believe that you have violated any of the acceptable use rules set out above.
7. Proprietary Rights
- Content—“Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work.
- Third-Party Content—Content accessed or available through the Website or the Internet may be owned by parties other than you or us (collectively, “Third Party Content”) and may be protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. Nothing in your use of the Website or this Agreement grants you any right, title or interest in or to this Third Party Content except for the limited right to use the Website as set out in this Agreement.
- Our Content—Except where expressly stated otherwise, all right, title and interest in and to the Website and all Content, source code, processes, designs, technologies, URLs, domain names, marks and logos forming any part of the Website (collectively, “Our Content”) is fully vested in us, our licensors or our suppliers and are protected by applicable copyrights, trade-marks, patents, trade secrets or other proprietary rights and laws. You agree that Our Content is licensed subject to the terms of this Agreement, including the disclaimers and limitations of liability herein. Nothing in your use of the Website or this Agreement grants you any right, title or interest in or to Our Content except the limited right to use the Website as set out in this Agreement. You acknowledge that the Website does not approve, pre-screen, or otherwise monitor the publishing of content, but that the Website reserves the right (not the obligation) in its sole discretion to delete, refuse, move any content that is available from the service. Unless otherwise expressly authorized by us in writing, you agree not to
- copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content
- distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover the source code, of Our Content, to the maximum extent that such prohibition is permitted by applicable law
- remove any proprietary notices or labels on or in Our Content, or allow any other person or entity to engage in any of the foregoing.
- Your Content—We do not claim ownership of any Content that you post, upload, input, provide, submit or otherwise transmit to us, or any third party, using the Website (collectively, “Your Content”); however, you agree that by posting, uploading, inputting, providing, submitting, entering or otherwise transmitting your Content to us or any third party using the Website,
- License to Us—you have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up limited license to use, copy, distribute, transmit, display, edit, delete, publish and translate Your Content to the extent reasonably required by us to provide the Website to our customers or to ensure adherence to or enforce the terms of this Agreement,
- Your Warranty to Us—you will have thereby confirmed, represented and warranted to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to Your Content set out above, and
- Indemnity of Us—you will indemnify and save us harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from Your Content, including instances where the Your Content (A) infringes any Third Party Content or other third-party intellectual property rights, or (B) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful.
- Feedback—All right, title and interest in and to comments, ideas, suggestions and impressions of the Website given by you to us (collectively, the “Feedback”) is and shall be deemed to be our property and, by submitting Feedback to us, you agree that you thereby assign to us all right, title and interest to such Feedback to us.
- Responsibility for Content—You acknowledge and agree that you are exclusively responsible for determining the accuracy, suitability, harmfulness or legality of any content, information or material received, transmitted or sent by you using the Website. You further acknowledge that your interactions with individuals and/or organizations found through, or on, the website or service, including delivery of goods, payment for goods, any terms, agreements, or any other warrants or representations associated with any such dealings, are strictly and solely between you and any such individuals and/or organizations.
- Public Transmission and Caching—You acknowledge and agree that the technical processing and transmission of the Website, including Your Content and other Content, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that such Content may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the Internet.
- Compliance and Complaints. We do not have any obligation to censor or review any of Your Content, to censor or review any Third-Party Content or to monitor use of the Website. However, you agree that we may, without notice or liability, disclose to third parties any of your information or Your Content, monitor use of the Website and monitor, review and retain Your Content if we believe in good faith that such activity is reasonably necessary to provide the Website to customers, ensure adherence to or enforce the terms of this Agreement, comply with any laws or regulations, respond to any allegation of illegal conduct or claimed violation of third party rights, or protect us or others. If we receive a complaint relating to use of the Website by you, you acknowledge and agree that we may, in our sole and absolute discretion and without notice or liability, investigate the complaint, restrict, suspend or terminate any service involved, or remove Your Content from our servers.
8. Termination of Use
We may, in our sole discretion, restrict or terminate your use of the Website, effective at any time, without notice to you, for any reason, including because the operation or efficiency of the Website or our or any third party’s equipment or network is impaired by your use of the Website, any amount is past due from you to us, we have received a third party complaint which relates to your use or misuse of the Website, or you have been or are in breach of any term or condition of this Agreement. We will have no responsibility to notify any third party, including any third party providers of services, merchandise or information, of any suspension, restriction or termination of your access to the Website.
9. DISCLAIMERS, LIMITS OF LIABILITY AND INDEMNITIES
- CUSTOMER ACKNOWLEDGEMENT—YOU ACKNOWLEDGE AND AGREE THAT: (I) ALL USE OF THE WEBSITE PROVIDED BY US IS AT YOUR OWN RISK; (II) THE WEBSITE MAY CONTAIN LINKS TO OTHER WEBSITES, WHICH ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU AND THE INCLUSION OF ANY SUCH LINK DOES NOT IMPLY ENDORSEMENT, INVESTIGATION OR VERIFICATION BY US OF SUCH WEBSITES OR THE INFORMATION CONTAINED THEREIN; AND (III) THE WEBSITE PROVIDED UNDER THIS AGREEMENT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
- DISCLAIMER OF WARRANTIES—WE MAKE NO CONDITIONS, WARRANTIES OR REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, USABILITY, SECURITY, QUALITY, CAPACITY, PERFORMANCE, AVAILABILITY, TIMELINESS OR ACCURACY OF THE WEBSITE OR ANY OTHER PRODUCTS SUPPLIED UNDER THIS AGREEMENT. WE EXPRESSLY DISCLAIM ALL CONDITIONS, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED CONDITIONS OR WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DURABILITY, TITLE AND NON-INFRINGEMENT, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER.
- NO LIABILITY—NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL WE, OUR AFFILIATES, OR OUR CONTROLLING PARTIES, AGENTS, EMPLOYEES, SUPPLIERS, RESELLERS AND DISTRIBUTORS (COLLECTIVELY, IN THESE CAPITALIZED SECTIONS, “WE” OR “US”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES OR LOSSES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OPPORTUNITY, EARNINGS, USE OR DATA, ARISING DIRECTLY OR INDIRECTLY FROM OR RELATED TO THIS AGREEMENT OR THE USE, OR NON-USE OF THE WEBSITE OR ANY SOFTWARE, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF ONE OR MORE OF US HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, INCLUDING DAMAGES OR LOSSES ARISING FROM OR IN ANY WAY RELATED TO THE FOLLOWING:
- ANY LOSS OR DAMAGE TO DATA ARISING DIRECTLY OR INDIRECTLY OUT OF USE OR NON-USE OF THE WEBSITE OR RELATED COMPONENT;
- DELAYS, ERRORS, INTERRUPTIONS, MISTAKES, OMISSIONS, NON-DELIVERY, INCORRECT DELIVERY, OR DEFECTS ON OR RELATED TO THE WEBSITE. WITHOUT RESTRICTING THE FOREGOING, IF CIRCUMSTANCES ARISE IN WHICH YOU OR ANOTHER PARTY IS ENTITLED TO RECOVER DAMAGES FROM ONE OR MORE OF US, THE AGGREGATE LIABILITY OF US FOR DAMAGES IS LIMITED TO THE AMOUNT PAID TO US BY YOU THROUGH THE WEBSITE DURING THE SIX-MONTH PERIOD PRECEDING THE CIRCUMSTANCES IN WHICH SUCH LIABILITY ARISES.
- APPLICABILITY—SOME JURISDICTIONS PROHIBIT THE DISCLAIMER OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OF CERTAIN TYPES OF LIABILITY. IN SUCH CIRCUMSTANCES, TO THE EXTENT THAT SUCH PROHIBITIONS PROHIBIT ANY EXCLUSIONS AND LIMITATIONS IN THIS AGREEMENT, SUCH EXCLUSIONS AND LIMITATIONS WILL NOT APPLY TO YOU STRICTLY TO THE EXTENT NECESSARY TO MAKE THIS AGREEMENT CONSISTENT WITH SUCH PROHIBITIONS.
- CISG—THE PARTIES EXPRESSLY DISCLAIM THE APPLICATION OF THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, OR ANY ADOPTING LEGISLATION WITH RESPECT THERETO, WITH RESPECT TO THIS AGREEMENT.