General - The site is a general information portal for certain goods and services of Company. Company does not represent, warrant, or endorse the accuracy, reliability, completeness or timeliness of any of the software programs, information, content, views, opinions, recommendations, advertisements, images, sounds, and text (collectively, the "Materials") contained on, distributed through, or linked, downloaded or accessed from the site, nor the quality of any products, software programs, information or other Materials downloaded, printed, displayed, purchased, or otherwise obtained by you in connection with the site (the "Products"). You hereby acknowledge that any reliance upon any Materials or Products shall be at your sole risk. Company reserves the right, in its sole discretion but without any obligation, to make improvements to, update, or correct any error or omissions in any portion of the Products or the Materials.
Limited License - This site is provided by Company and may be used for informational purposes only. By using this site or downloading Materials from this site, you agree to abide by the terms and conditions, set forth in this agreement. If you do not agree to abide by these terms and conditions, do not use this site or download Materials from this site.
Subject to your continued compliance with the terms and conditions set forth in this Agreement, Company grants you a terminable, non-exclusive, non-transferable, limited right to download, access, use, display, and listen to the Materials thereon.
Company authorizes you to view and download the Materials at this site only for your personal, non-commercial use. This authorization is not a transfer of title in the Materials and copies of the Materials and is subject to the following restrictions:
1) you must retain, on all copies of the Materials downloaded, all copyright and other proprietary notices contained in the Materials;
2) you may not modify the Materials in any way or reproduce or publicly display, perform, distribute, or otherwise use them for any public or commercial purpose; and
3) you must not transfer the Materials to any other person unless you give them notice of, and they agree to accept, the obligations arising under these terms and conditions of use.
This site, including all Materials, is protected by worldwide copyright laws and treaty provisions, whether or not a copyright notice is present on the Materials. You agree to comply with all copyright laws worldwide in your use of this site and to prevent any unauthorized copying of the Materials. Except as expressly provided herein, Company does not grant any express or implied right to you under any patents, trademarks, or copyrights.
Intellectual Property Rights - You recognize
and agree that you have no rights in or to, the whole, or
any part of, the trade names, trademarks, and brandmarks of
Company or any of its licensors. You will not, except as otherwise
permitted by this Agreement while it is in effect, disclose,
make use of or otherwise infringe upon the intellectual property
or any derivatives thereof, it being specifically understood
that the intellectual property is owned solely and exclusively
by Company or its licensors. You agree that upon any violation
of this covenant, Company shall suffer irreparable harm and
shall be entitled to injunctive relief against any further
violation, in addition to any other damages to which Company
may be entitled. This covenant is independent of any other
covenant, term or condition of this Agreement and shall survive
the expiration or termination of this Agreement, it being
understood that but for the giving of this covenant, Company
would not have entered into this Agreement.
LIMITATION OF LIABILITY - THE MATERIALS AND PRODUCTS ARE PROVIDED BY COMPANY AND OTHER INFORMATION PROVIDERS ON AN "AS IS" BASIS, AND COMPANY AND OTHER INFORMATION PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS OF ANY KIND, AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE MATERIALS AND PRODUCTS. IN NO EVENT SHALL COMPANY AND OTHER INFORMATION PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SITE OR WITH RESPECT TO THE MATERIALS AND THE PRODUCTS EVEN IF PERLE OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Use Discretion - Company encourages you to exercise discretion while browsing the Internet or linking to third party sites or information from the site. Company makes no representations concerning any endeavour to review the content of which is connected to or linked from the site or any of the Materials, and as such Company is not responsible for the accuracy, copyright compliance, or legality of material contained in third party information including, without limitation, websites, advertisements, or in the Materials.
System Integrity - You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the site or any activities being conducted on the site. You may not take any action, which imposes an unreasonable or disproportionately large load on its infrastructure. You agree not to interrupt or attempt to interrupt the operation of the site in any way.
Indemnity - You hereby agree to indemnify, defend and hold Company harmless for all liability, claims, damages and costs, including, without limitation, reasonable legal fees, arising out of or in connection with a breach of your obligations, representations and warranties provided in this Agreement. You also agree to hold Company harmless for all liability, claims, damages and costs, including reasonable legal fees, arising out of or in connection with any errors, malfunctions or defects in connection with the site.
Termination - Either party, upon 10 business days written notice to the other party, may terminate this Agreement without cause. This Agreement may be terminated immediately by us, without notice, if you fail to comply with this Agreement. Company may also terminate this Agreement immediately if the site is discontinued.
Assignment - You may not assign, in whole or in part, any of your rights or obligations under this Agreement, without the written consent of Company.
Legal Fees - If any action at law or in equity is necessary to enforce or interpret Company's rights under this Agreement the terms of this Agreement, or any of the provisions hereof, Company shall be entitled to recover from you, in addition to any other relief to which Company may be entitled, reasonable legal fees, costs and necessary disbursements.
Governing Law - This Agreement shall be construed and enforced in accordance with the laws of the Province of Ontario, Canada. The Parties to this Agreement agree to submit themselves to the jurisdiction of the courts of the Province of Ontario, Canada and agree to attorn any dispute arising from this Agreement or from use of the site to said courts.
Severability - If one or more provisions of this Agreement are held to be invalid, generally or specifically in a given jurisdiction, such invalidity shall not affect the other provisions hereof, and to this extent, the provisions of this Agreement are intended to be, and shall be, severable to the limited extent necessary and to retain the mutual intent of the parties.
Entire Agreement - This Agreement constitutes the entire agreement between you and Company and supersedes all other agreements. No other representations or warranties are made, save for those contained within this Agreement. Any conflicts between the terms or conditions of this Agreement and the terms or conditions of any other agreement between you and Company shall be decided by reference to this Agreement.
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