- Permitted Use and Restrictions.
You agree to use our websites only in an interactive manner for your internal business purposes. You shall not: (a) reproduce, duplicate, copy, disclose, distribute, sell, resell, sublicense, assign, transfer, give away, loan, lend, lease or publish any portion of any website; (b) modify, port, adapt, translate, reverse engineer, unbundle, repackage, decompile or disassemble any portion of any website; (c) use, disclose or provide access to any website for any competitive purpose, including use by, or disclosure or provision of access to, any of our competitors or for the purposes of developing or marketing any product, service or offering that is similar to or competitive with any of our products, services or offerings; (d) use any website in a manner or for a purpose that infringes upon the lawful rights of others or contravenes any applicable laws; (e) use any website in any manner that could damage, disable, overburden or impair such website or otherwise in an abusive or excessive manner, as we determine in our sole discretion, or disrupt or interfere with any other person’s use or enjoyment of any website; (f) except for manually operated web-browsers, use any robot, spider, software, script or other automated equipment, device, process or means to use, access, input, interact with, control, retrieve, present, publish or display any portion of any website or to skim, extract, query, compile, process or display any portion of any website, directly or indirectly in any manner whatsoever, including through the use of any screen-scraping or similar process; (g) alter, manipulate or obscure the display or presentation of any website, including without limitation through the use of overlays, frames, filters or spawning of separate windows; (h) interfere with the security or integrity of any website or any systems, resources, accounts, servers or networks connected to or accessible through any website; (i) access any portion of any website that is protected by a password or other authentication mechanism, unless we have issued you credentials and separately given you written authorization to do so; (j) perform or simulate security probes, port scans, security breaches, penetration tests, denial of service attacks or any similar activity; or (k) attempt, or cause, permit or encourage any other person, to do any of the foregoing.
- Representations and Warranties.
You represent, warrant, and covenant that these Terms constitute a legal, valid, and binding obligation upon you, enforceable against you in accordance with their terms and conditions. If you are using a website on behalf of another person or organization, you represent, warrant, and covenant that you have the authority to bind such person or organization to these Terms.
Our websites, including the underlying software and technology used to provide them and all content, code, materials, graphics, images, and other material on our website, are protected by copyright and other intellectual property rights. Except for the limited rights of use expressly granted to you under these Terms, all right, title, and interest (including all copyrights, trademarks, service marks, patents, inventions, trade secrets, intellectual property rights, and other proprietary rights) in and to the websites are and shall remain exclusively owned by us and our licensors. All trade names, company names, trademarks and service marks are the proprietary marks of us or our licensors and are protected by law and may not be copied, imitated, or used, in whole or in part, without the consent of their respective owners. These Terms do not grant you any rights in respect of any such marks. You understand and agree that any feedback, input, suggestions, recommendations, improvements, changes, specifications, test results, or other data or information that you provide or make available to us arising from or related to our websites may be used by us to modify, enhance, maintain, and improve the websites without any obligation or payment to you whatsoever.
- Disclaimer and Liability Exclusions.
You acknowledge and agree that your use of our websites is at your sole risk. We provide the websites on an “as-is” and “as-available” basis and disclaim all representations, warranties, and conditions, including without limitation any warranties or conditions of merchantability, merchantable quality, durability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, or quiet possession and those arising by statute or in law, or from a course of dealing or usage of trade. We may suspend or terminate the provision of any website for any reason without notice or liability. In no event shall we be liable for any direct, indirect, consequential, incidental, special, punitive, or other damages whatsoever, or any loss of revenue, profits, or expected savings, business interruption, personal injury, loss of privacy, loss of data or information or other pecuniary or intangible loss arising out of these Terms or the use of or inability to use any of our websites, even if we foresee or have been advised of the possibility of such damages. The limitations, exclusions, and disclaimers in these Terms shall apply irrespective of the nature of the cause of action, demand, or claim, including but not limited to breach of contract, negligence, tort, or any other legal theory and shall survive a fundamental breach or breaches and/or failure of the essential purpose of these Terms or of any remedy contained herein.
You will indemnify and hold us, our affiliates, and our suppliers, and each of their respective directors, officers, employees, agents, and representatives from and against all losses, liabilities, claims, demands, and expenses directly or indirectly arising from or related to your access, linking or use of any of our websites.
- Choice of Law.
These Terms will be deemed to have been made and performed exclusively in the Province of Ontario, Canada, and will be governed by and construed under the laws of the Province of Ontario without giving effect to Ontario’s conflict of laws principles. You hereby irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario and Canada situated in the City of Toronto for any claim related to these Terms or any of our websites and agree not to bring any action, claim, suit, or proceeding against us, our affiliates, or agents (or any officer, director, or employee thereof) in any jurisdiction other than the Province of Ontario.
- Entire Agreement.
These Terms constitutes the entire agreement between you and us with respect to our websites and cancel and supersede any prior understandings or agreements. There are no representations, warranties, terms, conditions, undertakings, or collateral agreements, express, implied or statutory other than as expressly set forth in these Terms. The headings in these Terms are for convenience of reference only and do not affect the construction or interpretation of these Terms.
If any of these Terms is declared or found to be invalid, illegal, unenforceable, or void, then both parties shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid, illegal, unenforceable, or void without affecting the enforceability of any remaining provisions.
- Amendments and Waivers.
No modification, amendment, addition to, or waiver of any rights, obligations, or defaults by us shall be effective unless in writing and signed by one of our authorized signing officers. One or more waivers of any right, obligation or default shall be limited to the specific right, obligation or default waived and shall not be construed as a waiver of any subsequent right, obligation, or default. No delay or failure by us in exercising any right hereunder and no partial or single exercise thereof shall be deemed of itself to constitute a waiver of such right or any other rights hereunder.