1.1. In this Agreement, the following terms have the following meanings:
1.1.1. “Acceptable Use Rules” means the acceptable use rules applicable to the User’s use of the Website, set out in PART B.
1.1.2. “Content” means any information, documents, data, text, code, software, audio/sound, photographs, images, illustrations, graphics, video, messages, communications or other materials, including, without limitation, any and all postings, e-mails, messages, recommendations, comments, files, works of authorship, feedback, bug reports, or other materials.
1.1.3. “Intellectual Property Rights” means any and all intellectual property rights existing from time to time in any part of the world under applicable law, including without limitation applicable patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all applications, renewals, extensions and restorations of such rights, now or hereafter in effect worldwide.
1.1.4. “Merchants” has the meaning set out in Section 12.5.
1.1.5. “Partner” means the agent or broker authorized by the TuGo Group to promote, market, sell and distribute the TuGo Group’s products and services on this Website and the agent/broker’s successors, assigns, directors, officers, employees, shareholders, agents and related corporations, including any parent, affiliate or subsidiary.
1.1.6. “Provider” means the Partner, the TuGo Group, or the Partner and the TuGo Group together (as the case may be, in view of Section 4.1).
1.1.7. “Provider Content” has the meaning set out in Section 9.1.1.
1.1.9. “Third Party Content” has the meaning set out in Section 220.127.116.11.
1.1.10. “Third Party Services” has the meaning set out in Section 12.1.
1.1.11. “TuGo” means the British Columbia company North American Air Travel Insurance Agents Ltd., doing business as “Travel Underwriters™”, “TuGo®”, and/or “TUGO®”.
1.1.12. “TuGo Group” means TuGo and its successors, assigns, directors, officers, employees, shareholders, agents and related corporations, including any parent, affiliate or subsidiary.
1.1.13. “User” means the person or entity using or accessing this Website pursuant this Agreement, and that person or entity’s successors, directors, officers, employees, and related corporations, including any parent, affiliate or subsidiary.
1.1.14. “User Content” means Content which is not developed, created or provided by the Partner or the TuGo Group, which the User submits, provides, inputs, contributes, posts, publishes, uploads, disseminates or transmits in the User’s use of the Website.
1.1.15. “Website” means this Website and any and all elements, sections, and subsections thereof.
2.1. By accessing the Website or any part of it, the User agrees to be bound and abide by this Agreement, the Acceptable Use Rules and all applicable laws and regulations. The User may only use the Website for lawful purposes only in accordance with the terms of this Agreement and all applicable laws and regulations. The User agrees that the User is responsible for the User’s compliance with all applicable laws and regulations, including the laws and regulations applicable where the User is located. If the User does not agree with any of these terms, then the User must not use this Website.
3.1. The Provider may revise this Agreement at any time without notice. By using the Website, the User is agreeing to be bound by the then-current versions of this Agreement, the Acceptable Use Rules, and all other policies or agreements relating to the Website then in effect.
4.1. The User acknowledges the Website may be operated in whole or in part by the Partner, the TuGo Group and/or the Partner and TuGo Group together. Accordingly, any rights, protections, waivers, releases, disclaimers, indemnities or other provisions made or granted in favour of the Provider in this Agreement extend to and may be relied upon by either the Partner or the TuGo Group. For further clarity, the TuGo Group may rely on and exercise any such rights, protections, waivers, releases, disclaimers, indemnities or other provisions made or granted in favour of the Provider in this Agreement, and the TuGo Group may enforce any obligations of the User under this Agreement. However, the User acknowledges and agrees that the TuGo Group shall not be responsible or liable for any acts or omissions of the Partner, or any liability or loss caused by the Partner, and the User covenants and agrees that the User shall not attempt to hold the TuGo Group responsible or liable for any acts or omissions of the Partner, or any liability or loss caused by the Partner.
5.1. The User acknowledges that there may be other contracts or agreements between the User and the Provider and that the obligations and rights in this Agreement are in addition to the obligations and rights in such other contracts or agreements. If this Agreement directly conflicts with a provision of any other contract or agreement between the User and the Provider relating to the Website or the Provider’s products or services, the provision in such other contract or agreement shall govern.
5.2. In the event of a discrepancy or conflict between the provisions of this Agreement and any other agreement in effect between the User and the Provider (including any other agreement in effect between the User and the TuGo Group), including, without limitation, the terms of a fulfilment, insurance policy, or other product or service, the terms of such fulfilment, insurance policy, or other product or service will govern to the extent of the discrepancy or conflict, except as expressly provided in writing. Otherwise, the obligations in all such instruments shall be cumulative.
6.1. The Provider may make changes to the Content on the Website at any time without notice. The Provider does not, however, make any commitment to update the Content on the Website.
6.2. While the Provider uses commercially reasonable efforts to include accurate and up-to-date Content on the Website, the Provider makes no representations or warranties as to the accuracy, correctness, currency, suitability, or reliability of the Content on the Website, and assumes no liability or responsibility for any omissions or errors, including, without limitation, typographical errors and technical errors, in the Content of the Website.
7.1. The User has a limited, revocable, non-exclusive, non-transferrable, non-assignable licence for the User to use the Website and the Content from the Website for his or her own personal use and reference, subject to the terms of this Agreement. The Provider reserves all rights not expressly granted in this Agreement.
7.2. The User will not interfere with, disrupt or create an undue burden on the Website or the networks or services connected to the Website.
8.1. The User shall not copy, transmit, reproduce, distribute, display, publish, disseminate, sell, manipulate, adapt, prepare derivative works from, modify, or otherwise use any Content or any part of the Website, except as expressly permitted pursuant to this Agreement or specifically permitted by the TuGo Group in writing.
8.2. Unauthorized use of the Content from the Website is strictly prohibited and may be a violation of the rights of the Provider and/or third parties, including, without limitation, rights under applicable copyright laws, trademark laws, and privacy laws.
8.3. Unless specifically permitted by the TuGo Group in writing, or except as expressly permitted hereunder, the User agrees not to:
8.3.1. use, sell or otherwise distribute any Content from the Website for commercial gain;
8.3.2. use Content from the Website to promote or sell products or services in competition with the Provider; or
8.3.3. use Content from the Website in a manner which could be reasonably expected to offend or violate the rights of any other person, or damage the reputation of the Provider.
8.4. If the User shares Content from the Website with others through e-mail, messaging or through social media (including through any share feature made available on the Website, if any), the User must comply with the terms of this Agreement in doing so, as well as the terms and conditions of such social media sites or applications.
9.1. The Website may contain different types of Content: “Provider Content”, “Third Party Content” and “User Content”. Each type of Content that the User encounters on the Website is governed by the rules and restrictions set forth below:
9.1.1. Provider Content and Ownership. As between the Provider and the User, the Provider owns or controls all right, title and interest in the Website and the Content on the Website, including, without limitation, the Provider’s logos, trademarks and all other Intellectual Property Rights owned or controlled by the Provider (“Provider Content”), although the User acknowledges that some of the Content and Intellectual Property Rights are solely owned or controlled by the TuGo Group.
9.1.2. Third-Party Content.
18.104.22.168. Content from other Users, advertisers, and other third parties may be made available to the User through the Website as the User interacts with the Website (“Third Party Content”).
22.214.171.124. The User acknowledges and agrees that the Provider is not responsible for any such Third Party Content, including advertising and/or information about third-party products or services. The Provider makes no representations or warranties about the accuracy, correctness, currency, suitability, reliability, quality or legality of such Third Party Content, and the Provider assumes no responsibility for objectionable, inaccurate, misleading or unlawful Third Party Content.
126.96.36.199. Without limiting the generality of the foregoing, the Provider is not responsible for Third Party Content that contains or delivers viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, spyware, malware, or other harmful content or code. The User is responsible for installing, maintaining and using effective anti-virus and anti-spyware prevention technologies.
9.1.3. User Content.
188.8.131.52. Segments of the Website may allow the User to post or upload User Content to the Website, including in a manner that allows the User Content to be publically accessible (e.g. in testimonials, comments or reviews). The User should only post User Content to the Website that the User owns and that the User is comfortable sharing with others. The User is solely responsible for any and all User Content that the User posts on the Website and for the User’s interactions with other Users.
184.108.40.206. Where the User posts or uploads User Content to the Website, the User grants to the Provider an unrestricted, irrevocable, perpetual, non-exclusive, transferrable and royalty-free license (with the right to sublicense through unlimited levels of sublicensees) to use, reproduce, distribute, prepare derivative works of, and display in any and all media or distribution method, the User Content, and the User waives all of the User’s moral rights in and to such User Content.
220.127.116.11. The User represents, warrants and agrees that:
18.104.22.168.1. the User Content shall comply with the Acceptable Use Rules.
22.214.171.124.2. the User owns the User Content posted by the User on the Website or otherwise has the right to post the User Content and grant the licenses set forth in this Agreement.
126.96.36.199.3. the User shall not post on or transmit through the Website any User Content which contains any misrepresentations or is unlawful, misleading, deceitful, defamatory, libelous, tortious, abusive, harassing, threatening, inflammatory, obscene, offensive, prejudicial, violent, pornographic, inappropriate, invasive of another's privacy, likely to bring the Provider’s reputation into disrepute, or otherwise illegal. The User acknowledges that the Provider will fully cooperate with any law enforcement authorities or court order requesting or directing the Provider to disclose the identity of anyone posting any such Content.
188.8.131.52.4. the User Content and the use of it by the Provider as permitted by the license granted in this Agreement does not violate the privacy rights, publicity rights, Intellectual Property Rights, or other rights of any person.
184.108.40.206.5. the User Content shall not disrupt the operation of the Website or networks through which the Website is accessed.
220.127.116.11. The Provider reserves the right to approve User Content, and if the Provider (in its sole discretion) does not approve the User Content, then the Provider may remove such User Content from the Website or otherwise prevent the User Content from being posted to the Website.
10.1. From time to time, the Provider may ask that the User provide the User’s feedback or comments on the Provider’s products and/or services (e.g. by way of surveys or questionnaires), and the User’s response may be submitted through Website, electronic mail or other means. Any such response that the User provides will be:
10.1.1. treated as non-confidential and non-proprietary by the Provider, except with respect to any identifying personal information (e.g. name, address, age, etc.) included in the User’s response;
10.1.2. become the property of the Provider and the Provider shall exclusively own all rights, title and interest therein; and
10.1.3. used by the Provider at its sole discretion without any obligation, compensation or other liability to the User.
10.2. The Provider may use the User’s response for any purpose whatsoever, including, without limitation, to improve or promote its products and services, in any medium or manner, including on the Website or otherwise.
10.3. In the event that the Provider may, from time to time, allow for discussions, chats, postings, transmissions, bulletin boards, reviews and comments on the Website, the Provider is under no obligation to monitor or review such transmitted information and assumes no responsibility or liability arising from the Content of any such transmissions, nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger or inaccuracy in any such transmissions made by third parties or other Users.
11.1. Whereas the Website may allow the User to purchase the TuGo Group’s products and services (or extensions or renewal thereof) online, the User will be able to pay for such products and services that the User purchases by way of the payment options indicated, which may include payment by credit card. When making such purchases, the User will have to submit accurate and complete credit card or other payment information. The User will then be charged and obligated to pay for the product or service that the User purchased using the payment information that the User supplies. The User is responsible for paying all applicable taxes on the products and services that the User purchases.
11.2. To ensure secure transactions in processing payments, the Provider will use appropriate security protocols to encrypt the User’s credit card or payment information, to prevent unauthorized parties from using the User’s credit card or payment information. While the Provider makes commercially reasonable efforts to secure the User’s credit card or payment information pursuant to applicable laws and regulations, the Provider cannot guarantee that security breaches will never occur, and the Provider will not be responsible or liable for any such breach or any losses arising therefrom.
11.3. Further to the Agreement, although the Website and the related websites of the TuGo Group can be accessed from Canada and other countries around the world, some or all products and services described on the Website or the related websites of the TuGo Group may not be available for purchase by persons residing in certain jurisdictions or geographical areas. The TuGo Group reserves the right, in its sole discretion, to exclude or otherwise limit the provision of any product or service to a person or entity residing in any jurisdiction or geographical area. The Provider does not represent or warrant that any product or service provided on the Website or the related websites of the TuGo Group will be available for purchase to the User.
12.1. The Website may contain links to third party websites, applications and/or services (collectively, “Third Party Services”), and allow the User to access and use Third Party Services through the Website.
12.2. To the extent that links to Third Party Services are provided by the Provider, they are provided only as a convenience and such links to Third Party Services do not imply the Provider’s endorsement, adoption or sponsorship of or affiliation with such Third Party Services.
12.3. The Third Party Services are not necessarily under the Provider’s control or supervision and the Provider does not assume any responsibility or liability for the Third Party Services or any Content provided by or accessed through the Third Party Services, including, without limitation, the accuracy, legality or reliability of the Third Party Services and any Content thereon, or the privacy practices of such Third Party Services.
12.4. The Provider accepts no responsibility for reviewing changes or updates to or the quality, Content, policies, nature or reliability of Third Party Services or links from those third parties back to the Website. The User should review applicable terms and policies, including privacy and data gathering practices, for any Third Party Services and should make whatever investigation the User deems necessary or appropriate and choose appropriate settings for sharing the User’s personal information before proceeding with any interaction with the Third Party Services.
12.5. Whereas some of the Third Party Services may include third party merchant sites (the “Merchants”) from which the User may purchase products or services not provided by the Provider, the User acknowledges that the Provider does not control or supervise the products or services offered by the Merchants. The Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service for the products and services they provide. The Provider is not a party to the transactions entered into between the User and any of the Merchants.
12.6. The User agrees that use of the Third Party Services is at the sole risk of the User and is without warranties of any kind by the Provider, express, implied or otherwise, including warranties of title, fitness for purpose, merchantability or non-infringement.
12.7. The User acknowledges and agrees that the Provider is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with: the User’s use of or reliance on any Third Party Services; the transactions between the User and the Merchants; or any Content appearing on Merchant sites or any of the Third Party Services. The Provider will not be liable to Users for any incidental, special or consequential damages of any kind that may result from use of or inability to use the Third Party Services.
12.8. All rules, policies (including privacy policies) and operating procedures of the Merchants will apply to the User while on the Merchants’ sites. The Provider is not responsible for information provided by the Users to Merchant. The Merchant and the Provider are unaffiliated entities or independent contractors, as the case may be, and neither party has authority to make any representations or commitments on behalf of the other.
14.1. The User acknowledges that the Internet is a network of computers worldwide, and that any information submitted by the User to the Provider may be routed via third party computers to the Provider, and that the Provider is not responsible for lapses in online security and does not assume liability for improper use of the User’s personal information by a third party.
14.2. The User acknowledges and agrees that whereas the User may provide the Provider with personal or proprietary information through the Website, such personal or proprietary information may be transmitted across international borders as may be necessary for the Provider to process, handle and store such information.
14.3. The User should be aware that Third Party Services and third party websites accessible through links on the Website may transmit personal information in a different manner and the Provider is not responsible for and expressly disclaims any and all liability related to how such Third Party Services and third party websites transmit personal information.
15.1. While the Provider makes commercially reasonable efforts to comply with industry standards in operating the Website and maintaining the security systems and protocols required to protect the security of the information and transactions transmitted or processed through the Website, some modes of telecommunication that the User may use to access the Website, such as cellular phones, may not be secure and may be subject to local laws applicable in the jurisdiction where the User accesses the Website. The User uses such modes of telecommunication at the User’s own risk.
17.1. Access to and use of any password-protected and/or secure areas of the Website is restricted to authorized Users only. If the User has the right to use any password-protected and/or secure areas of the Website, then such right is not transferable. Unauthorized individuals attempting to access any password-protected and/or secure areas of the Website may be subject to prosecution.
17.2. Any password or right given to the User to use any password-protected and/or secure areas of the Website is not transferable and the User must use its best efforts to preserve the security and privacy of the User’s account and password.
17.3. If the User is allowed access to any password-protected and/or secure areas of the Website, the User agrees to keep the User’s password confidential, and to send notice to the Provider immediately, but in any event within 24 hours, after the User becomes aware that the User’s password is compromised.
18.1. The User acknowledges and agrees that at all times, the Partner and the TuGo Group remain the sole and exclusive owner of the Intellectual Property Rights owned by the Partner or the TuGo Group (as the case may be) and all rights, title and interest in and to the Website and Provider Content, including, without limitation, all underlying software and technology and all Intellectual Property Rights in relation to the Website and Provider Content.
18.2. The Website (and all elements of it) and the Content contained in this Website are protected under all applicable Intellectual Property Rights owned and controlled by the Partner or the TuGo Group, as the case may be.
18.3. The User does not acquire any ownership rights to any Content obtained through the Website. The posting of any Content on the Website does not constitute a waiver by the Partner or the TuGo Group of any right in such information and materials.
18.4. The User shall not use any of the Partner or the TuGo Group’s trademarks, unless the Partner or the TuGo Group has expressly granted written permission for the User to use its trademarks. To the extent that such use is permitted, the User shall comply with all applicable conditions of such use, and the Partner and the TuGo Group’s trademark usage policies as may be in effect from time to time. If the User uses the Partner or the TuGo Group’s trademarks in violation of this Agreement, the Partner or the TuGo Group will enforce its Intellectual Property Rights against the User to the fullest extent of the law.
18.5. The User agrees to not remove, obscure or alter the Partner or the TuGo Group’s copyright notice, logos, trademarks or other proprietary rights notices affixed to or contained within the Website.
19.1. Unless otherwise specified, the Content in the Website is presented solely for the purpose of informing Users or promoting programs, services, and other products available in certain areas, as designated by the Provider. This Website is controlled and operated by the TuGo Group from its offices within the Province of British Columbia, Canada. The Provider makes no representation or warranty that Content on the Website is appropriate or accurate for use in other locations. Those who choose to access the Website from other locations do so at their own risk and are responsible for compliance with local laws relating to their use of the Content or Website, if and to the extent local laws are applicable.
19.2. This Agreement and any claim relating to this Website or any element of it shall be governed by, construed and enforced in accordance with the laws of the Province of British Columbia, Canada, as it is applied to agreements entered into and to be performed entirely within such province, without regard to any conflict of law rules. Any action to enforce this Agreement or in connection with any matters related to the Website shall be brought only in the courts of the Province of British Columbia, Canada, and the User expressly consents and attorns to the jurisdiction of said courts.
19.3. The availability and description of the products or services described on the Website, and the applicable terms and conditions relating to the products or services, may vary from one area to another. The Content on the Website regarding the Provider’s products and services may not be applicable to certain areas, and some products and services may not be available in certain areas. The Provider reserves the right to limit the provision of any product or service to certain areas only, or as required by law.
19.4. The User should consult a representative of the Provider for specific product or service information applicable to the User’s area.
19.5. All offers or promotions set forth on the Website are void where prohibited and are subject to the posting of any official rules pertaining to such offers or promotions.
20.1. In no event shall the Provider be liable for any damages, including, without limitation, damages for loss of data or profit, or due to business interruption, arising out of the use or inability to use the Website, even if the Partner, the TuGo Group, or an authorized representative of either has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, it is possible that these limitations do not apply to the User.
20.2. IN NO EVENT SHALL THE PARTNER OR THE TUGO GROUP BE LIABLE TO THE USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THE USER’S USE OF THE WEBSITE OR THE CONTENT THEREON (INCLUDING ANY THIRD PARTY CONTENT), THE USER’S USE OF ANY THIRD PARTY SERVICES ACCESSIBLE THROUGH THE WEBSITE, OR THE ACTIONS OF ANY THIRD PARTY, HOWSOEVER ARISING, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PROVIDER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
20.3. The User shall provide and remain responsible for all devices, equipment, systems, and internet access necessary to access and use the Website. the TuGo Group shall not, under any circumstances, be responsible or be liable for the User’s access and use of the Website, including, without limitation: any data charges; overage or roaming charges/fees; device charges, fees, or costs; or any other cost of a similar nature.
21.1. The User acknowledges that some portions of the Website will only be accessible to Users who create an account. The Provider may, in its sole discretion, determine whether to approve the creation, activation or modification of a User’s account.
21.2. The User’s use of such portions of the Website that are accessible only to Users who create an account shall be subject to the terms of this Agreement and any other terms of service applicable to those portions of the Website.
21.3. The User is solely responsible for the settings in the User’s account and although the Provider will use commercially reasonable efforts to store the data that the User provides to the Provider and saves to the User’s account, the Provider ASSUMES NO RESPONSIBILITY FOR LOSS OR CORRUPTION TO THAT DATA. The User is solely responsible for maintaining backups of all data stored in the User’s account.
21.4. The User also agrees not to access or attempt to access any other User’s account or gain unauthorized access to any of the servers or systems controlled by the Provider.
22.1. The Website and all Content thereon are provided on an “as is” and “as available” basis. The Provider makes no warranties regarding the Website and all Content thereon, expressed or implied, and to the fullest extent permissible pursuant to applicable law, the Provider disclaims and negates all warranties, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, the Provider does not warrant or make any representations concerning the accuracy, correctness, currency, suitability, or reliability of the Website or any Content on the Website (including, without limitation, any Third Party Content or Third Party Services accessible through the Website).
22.2. The Provider may make available certain information on the Website regarding certain products and services offered by the TuGo Group, including, but not limited to, “Frequently Asked Question” publications, brochures, policy statements, and other informational resources. Any such information published by the Provider is provided solely for general illustration and instructional purposes and does not create a business or professional services relationship and does not constitute advice or direction by the Provider. Any reliance on the information so provided is at the User’s own risk.
22.3. The Provider may retain third party service providers (such as Amazon Web Services™) to host the Website or certain portions thereof (including on the cloud), and to transfer, store and process data in Canada or any other jurisdiction in which the Provider or its third party service providers maintain facilities, such that such data may be subject to the applicable local laws of that jurisdiction and may be accessible to the law enforcement and national security authorities of that jurisdiction. For further clarity, hosting services and data provided through or stored on the Website, including Content and User Content, may be located in servers and data storage centres outside of British Columbia and/or Canada and may be subject to the applicable local laws of the jurisdiction where the storage centres are located. By using the Website, the User consents to the Provider retaining such third party service providers to host the Website or certain portions thereof (including on the cloud), and to transfer, process and store data in Canada or any other jurisdiction in which the Provider or its third party service providers maintain facilities.
22.4. The Provider does not guarantee the availability of the Website or that access thereto will be uninterrupted or error-free. The Provider reserves the right to interrupt, limit, or suspend access to the Website from time to time for purposes of maintenance, upgrades, and similar reasons. The User agrees that neither the Provider nor any of its service providers shall be held responsible or liable for any damages arising from any interruption, suspension or termination of the Website, regardless of the cause.
22.5. Use of and browsing the Website and the Content thereon is done at the User’s own risk. Neither the Provider nor any other party involved in creating, producing or delivering the Website or the Content shall be liable for any direct, incidental, consequential, indirect or punitive damages arising out of the User accessing, using, or browsing the Website or the Content thereon; uploading Content to the Website; or downloading Content from the Website (including, without limitation, any resulting loss or damage caused by any viruses).
23.1. The User hereby releases the Provider from any and all actions, causes of action, claims, demands, damages, costs, expenses (including, without limitation, legal fees), and other liabilities (including, without limitation, in respect of personal injury, death and property damage or loss) that are either directly or indirectly related to or arise from:
23.1.1. the User’s use of and access to the Website, including any Third Party Services accessed through the Website, or any part thereof;
23.1.2. the User’s use of and reliance on all Content on the Website, including, without limitation, the Provider Content, Third Party Content and User Content;
23.1.3. any interaction the User has with other Users or third parties through the Website; or
23.1.4. the User’s participation in any activities through the Website;
23.2. The User agrees to defend, indemnify and hold harmless the Provider from and against any and all actions, claims, damages, costs, expenses (including, without limitation, legal fees), losses, and other liabilities, that are either directly or indirectly related to or arise from:
23.2.1. the User’s use of and access to the Website, including any Third Party Services accessed through the Website, or any part thereof;
23.2.2. the User’s breach or violation of this Agreement, the Acceptable Use Rules, or any other term or agreement in effect, or any part thereof;
23.2.3. the Provider enforcing any of the User’s obligations under this Agreement, the Acceptable Use Rules, or any applicable laws or regulations;
23.2.4. the User’s breach or violation of any applicable laws or regulations, including without limitation any anti-spam or privacy laws;
23.2.5. the User’s violation of any third party right, including without limitation any privacy right, copyright or other intellectual property right; or
23.2.6. any claim that any of the User Content caused damage or loss to a third party.
23.3. These defence and indemnification obligations will survive any termination of this Agreement.
24.1. The Provider reserves the right, at its sole discretion, to refuse or limit service, and otherwise control, limit, or deny the User’s access to the Website and any products or services offered through the Website if the Provider believes that the User has breached any of the terms of this Agreement, the Acceptable Use Rules, any applicable laws or regulations, or any other term or agreement in effect, or has provided false, misleading, or otherwise untrue information to the Provider for illegal or fraudulent purposes.
24.2. In addition to the foregoing, the Provider, in its sole and absolute discretion, may terminate this Agreement with the User, refuse or limit service to any User and terminate the User’s rights under this Agreement at any time and for any reason (with or without cause), with or without notice. If the Agreement with the User is terminated, the User agrees to cease using the Website immediately.
25.1. The Provider reserves the right to seek all remedies available at law and in equity for violations of this Agreement, the Acceptable Use Rules, any applicable law or regulation, or any other agreement between the User and the Provider, including the right to block access by a particular Internet address to the Website.
26.1. No Contra Preferentum. The construction and interpretation of this Agreement shall not be strictly construed against the drafter.
26.2. Translations. This Agreement was originally drafted in the English language. While the Provider may provide a translation of the English language version of this Agreement into the French language, the French language version of this Agreement (the “French Translation”) is only provided for the User’s convenience. The English language version of this Agreement is the version that should be used and relied on in interpreting and construing the meaning of this Agreement. To the extent that there is any conflict, discrepancy or inconsistency between the French Translation and the English version of this Agreement, the English version of this Agreement governs and takes precedence.
26.3. Equitable relief. The User acknowledges that any breach by the User of the provisions of the Agreement will cause irreparable damage to the Provider and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, the Provider will be entitled to injunctive relief for any breach of this Agreement.
26.4. Severability. If any provision(s) of this Agreement is/are held by a court of competent jurisdiction to be contrary to law, or otherwise invalid or unenforceable, then such provision(s) shall be severable from this Agreement, or construed as to narrow the scope of such provision(s) so that such provision(s) and the Agreement is not invalid or unenforceable, with the other provisions of this Agreement remaining in full force and effect.
26.5. Acceptance by Use. The User agrees to review this Agreement prior to any use of the Website, and each use of the Website by the User shall constitute and be deemed the User’s unconditional acceptance of this Agreement. The Provider may modify this Agreement from time to time, by posting a revised Agreement on the Website.
26.6. Disclosure of information to comply with obligations. In order to cooperate with governmental or regulatory requests, subpoenas or court orders, to protect the Website and Users, to protect the property and rights of the Provider or a third party, to protect the safety of the public or any person, or to prevent or stop activity the Provider may reasonably consider to be illegal, unethical or legally actionable, the Provider may access and disclose any information under its control that the Provider considers necessary or appropriate, including, without limitation, User information (i.e. name, e-mail address, etc.), IP address, traffic information, usage history, and posted Content.
26.7. Survival of certain provisions. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors and permitted assignees.
26.8. Waiver. The Provider’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision or a waiver of any other or subsequent breach.
26.9. Headings. All article or section headings or exhibit names are for reference and convenience only and shall not be considered in the interpretation of the Agreement.
26.10. No agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement between the User and the Provider.
26.11. Limitation Period. Any cause of action that the User may have with respect to this Agreement or the Website must be commenced within six (6) months after the cause of action arose; otherwise, such cause of action is deemed to be forever waived and barred. All actions shall be subject to the limitations set forth in this Agreement.
27.1. These Acceptable Use Rules describe the proper and prohibited uses of the Website, and the User must comply with the Acceptable Use Rules if the User uses or accesses the Website. These Acceptable Use Rules are designed as a guideline and are not exhaustive.
27.2. These Acceptable Use Rules may be modified from time to time, and such modification will be effective upon posting on the Website.
27.3. The Website may allow the User to retrieve and view information provided by the Provider, store data in a database, send and receive messages, submit information related to the Provider or its products and services, communicate with the Provider, and send and retrieve various information.
27.4. The Provider is not obligated to monitor the information the User makes available or collects through the use of the Website, although the Provider may monitor systems and network resources. The Provider may take action against violations of these Acceptable Use Rules when such violations are discovered during regular monitoring processes or reported to the Provider. The Provider expects the User, and all other Users of the Website, to take responsibility in using the Internet with courtesy and responsibility, and be familiar with and practice good Internet etiquette.
27.5. As consideration for the Provider’s provision of Website, the User agrees to abide by the following provisions relating to the acceptable use of the Website.
28.1. The User is prohibited from posting or transmitting any unlawful, threatening, obscene, libelous, or otherwise offensive material (the “Prohibited Content”).
28.2. The User shall not to upload, post or otherwise publish or distribute on or over the Website, and not to seek on or over the Website, any Prohibited Content, which includes, without limitation, any software, file, information, communication or other Content which:
28.2.1. violates or infringes on the rights of any other party;
28.2.2. under the circumstances and in the Provider’s judgment, is, or is likely to be perceived by an intended recipient or target as, defamatory, deceptive, misleading, abusive, profane, offensive or inappropriate;
28.2.3. without the approval of the Provider, contains any advertising, promotion or solicitation of goods or services for commercial purposes;
28.2.4. constitutes a threat to, harassment of, or stalking of another;
28.2.5. adversely affects the performance or availability of the Website or the Website’s resources;
28.2.6. violates any applicable laws, regulations, or other provisions having the force of law, either intentionally or unintentionally;
28.2.7. impersonates any person or entity or falsely states or otherwise misrepresents the User’s affiliation with a person or entity;
28.2.8. employs misleading e-mail addresses or falsifies information in any part of any communication;
28.2.9. facilitates hacking or unauthorized access or use of data, systems, servers or networks including any attempt to probe, scan or test for vulnerabilities or to breach security or authentication measures;
28.2.10. falsifies origin by forging TCP/IP packet headers, e-mail headers, or any part of a message header;
28.2.11. interferes with service to any user, system or network by using flooding techniques, overloading a system or a network, staging or broadcasting an attack, or any other means resulting in a crash of a host, either deliberately or by negligence;
28.2.12. infringes or contributes to any infringement of any intellectual property, material protected by copyright, trademark, patent, trade secret or proprietary right of any party;
28.2.13. is or may be considered unsolicited or unauthorized advertising, promotional materials, or any junk mail, spam, spamvertisements, make money fast schemes, chain letters, pyramid schemes, or any other form of solicitation;
28.2.14. contains viruses, worms, Trojan horses, time bombs, trap doors, or any other computer code, files, or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
28.2.15. is unlawful, harmful, threatening, abusive, harassing, tortuous, unlawful, libelous, defamatory, vulgar, obscene, or invasive of privacy;
28.2.16. is of adult nature, pornographic, or harmful to minors;
28.2.17. promotes illegal activity, including providing instructions for illegal activity, or transmitting, disseminating or offering fraudulent goods, services, schemes or promotions, or furnishing false data on any sign-up form, contract or online application or registration, or the fraudulent use of any information obtained through the use of the services including use of credit card numbers; or
28.2.18. exploits the images of children or discloses personally identifiable information belonging to children.
28.3. The User shall not engage in any conduct that, in the sole discretion of the Provider, restricts or inhibits any other user, whether a user of the Website or a user of any other system, from using and enjoying the Website. This includes, but is not limited to, the posting or transmitting on or through the Website or any element thereof of any information that is, in the sole discretion of the Provider, unlawful, obscene, threatening, abusive, libelous or hateful, or encourages conduct that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, provincial, national or international law.
28.4. Any accounts created and maintained through the Website that are posting, hosting, or recommending any Prohibited Content are subject to termination. The Provider reserves the right to remove Prohibited Content (including websites) that the Provider determines, in its sole discretion, is unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable. The Provider also reserves the right to remove Prohibited Content that the Provider determines, in its sole discretion, is primarily intended to promote a product or service in competition with products or services offered by the Provider.
28.5. The Provider has the right (but not the obligation) to investigate or review any Prohibited Content (including websites) and delete (or modify) any Prohibited Content that, in its sole judgment, violates this Agreement or may otherwise violate the rights, harm or threaten the safety of any user or any other person, or create potential liability for the Provider or any user.
28.6. This section shall not be interpreted to restrict the User from utilizing mail services in conducting legitimate business, except that the User may not, without the approval of the Provider, send unsolicited advertising or promotional material. The User agrees not to intercept e-mail or engage in “spamming” or any similar conduct.
29.1. The User may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website or any account on the Website. The User may not take any action that imposes an unreasonable or disproportionately large load on the Provider’s infrastructure. The User may not disclose or share password(s) or provide them to any third parties or use the User’s password for any unauthorized purpose.
30.1. The User’s use of this Website must be lawful, ethical, and respectful of the legal rights and interests of others.
30.2. The User may not use this Website to access, download, view, transmit or send any materials, data, information or other things that, without limitation:
30.2.1. are unlawful or violate any person’s rights or that are otherwise objectionable for reasons such as obscenity or the promotion of violence or hatred; or
30.2.2. affect other persons’ use of the Internet or their computers, such as spam, viruses and unsolicited software.
30.3. The Provider may, at its discretion, prevent any use of this Website that it deems in its sole discretion to be objectionable or a violation of this Agreement. The Provider reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request.
30.4. While using the Website, the User may not post, transmit or otherwise distribute information constituting or encouraging conduct that would constitute a criminal offence or give rise to civil liability, or otherwise use the Website in a manner which is contrary to law or to the Provider’s then-current policies or would serve to restrict or inhibit any other user from using or enjoying the Website. Without limiting the foregoing, the User agrees not to use the Website for any commercial purpose not otherwise permitted by this Agreement or any other agreement in effect between the User and the Provider.
30.5. The Provider reserves the right in its sole discretion to:
30.5.1. revise these Acceptable Use Rules, which shall be posted on the Website; and
30.5.2. remove any Content for any reason, including, without limitation, the User’s violation of any conditions of these Acceptable Use Rules. The Provider’s right to remove Content under this Agreement shall not place an obligation on the Provider to monitor or exert editorial control over the Content of the User’s account.
30.6. The User shall not gather email addresses using surreptitious methods (e.g., scraping or harvesting). The User shall not use email forwarding services for bulk transfers of mail from any source.
30.7. If the Provider determines that the User has violated the terms of these Acceptable Use Rules, that determination, made at the Provider’s sole discretion, is grounds for immediate termination of the User’s Website account or access without notice or penalty to the Provider.
31.1. The Provider reserves the right, but does not assume the obligation, to investigate any violation of this Agreement or misuse of the Website. The Provider may:
31.1.1. investigate violations of this Agreement or misuse of the Website; or
31.1.2. remove, disable access to, or modify any Content or resource that violates this Agreement or any other agreement the Provider has with the User.
31.2. The Provider may report any activity that the Provider suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. The Provider’s reporting may include disclosing appropriate customer information. The Provider also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Agreement.
32.1. If the User becomes aware of any violation of this Agreement, the User will immediately notify the Provider and provide the Provider with assistance, as requested, to stop or remedy the violation. To report any violation of this Agreement, please advise the Provider immediately: email@example.com