1. General Disclaimers and Limitations of Liability
- VividSide.com (herein after referred to as ‘Company’) attempts to ensure that all information provided and/or services rendered, whether on this website or otherwise, is accurate, complete and timely. All information provided and/or services rendered by Company is provided on an “as is” and “as available” basis with no guarantee of completeness, accuracy, timeliness and without warranty or representation of any kind, either express or implied, including, but not limited to, a warranty that the information and/or services provided are fit for any particular purpose. Any reliance upon the information provided by Company is solely at the user’s own risk.
- Company shall not be liable for system failures or interruptions affecting Company’s website, or any errors or omissions, or for the results obtained from using this website. In no event shall Company, our related partnerships or corporations, or the partners, directors, officers, agents or employees of Company be liable for any decision made or action taken in reliance upon the information contained on the website or conveyed to you by Company, including but not limited to any direct, indirect, special, incidental, consequential or punitive damages whatsoever and however caused, arising out of or in connection with the use of the information or services provided or as a result of reliance upon the information or services provided, including any lost profits, or any other pecuniary loss, whether such action is in contract, tort, statutorily or otherwise, even if advised of the possibility of such damages.
- You agree that any legal action brought by you as against Company shall be brought within one (1) year of the occurrence of the damage, and no later.
- In the event that a court does find Company liable to you in any way whatsoever, you agree that the extent of such liability will be limited to an aggregate of two (2) percent of the amount remitted by you to Company in the last calendar year, or $50,000.00, both including legal fees, whichever is less.
- You agree that these limitations and conditions are an informed voluntary allocation of responsibility, which constitutes a material aspect of this agreement.
2. Intellectual Property
- All of the content of Company’s website, the design and layout of the website and any material e-mailed to you or otherwise supplied to you by Company is the copyright property of Company. You may not reproduce or publicize this information in any way whatsoever except in accordance with these Terms and Conditions without the express prior written permission of Company.
- Company gives you a personal, revocable, worldwide, royalty-free, non-assignable and non-exclusive license to use any electronic tool, assessment process, software or algorithmic process provided to you by Company through this website. This license is for the sole purpose of enabling you to use and enjoy the benefit of the services as provided by Company, in the manner permitted by these Terms and Conditions.
- You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, de-compile or otherwise attempt to extract the source code of the Website or software or any part thereof, unless this is expressly permitted or required by law, or unless you have the express prior written permission of Company.
- All of the trademarks and trade names reproduced on the Company website and materials are the property of Company or used by you under license. You may not use or reproduce or allow anyone to use, publicize or reproduce any trade mark(s), logo(s) or trade name(s) appearing on Company website for any reason whatsoever except in accordance with these Terms and Conditions without the prior written permission of Company.
- You agree not to infringe, or attempt to, aid or facilitate the infringement the copyright, trademark or any other intellectual property right of Company.
3. Use of Content
- You may view, retrieve and display the content of the Company website on your computer screen or make a print-out of the content on paper exclusively for your personal use in the normal course of business. Any other use is expressly prohibited without the prior written consent of Company.
- You may not reproduce, disseminate, publicize, modify or in any commercial or non-commercial way exploit any of the content provided by Company or allow such content to be available to others except in the normal course of business. It is prohibited for you, without the prior written consent of Company, to cause the information provided by Company to be reproduced or publicized, in any form whatsoever, or to be transmitted to any website, newsgroup, list-serve, mailing list, electronic bulletin board, electronic bulletin or to make the information provided by Company available to any other person or organization except in the normal course of business. You also may not modify or create derivative works of the information provided by Company.
4. Your Conduct
You agree that:
- you will not use or access the Site or Services in a manner not expressly permitted by Company, including using the Site to: (i) engage or attempt to engage identity theft or identity fraud; (ii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any information or data; (iii) misrepresent your affiliation with a person or entity; (iv) act in any manner that is intended, designed or does affect other users’ ability to access or use the Site; (v) engage or attempt to engage in illegal activities; or (vi) collect or store personal data about other users unless specifically authorized by such users;
- you will not use any automated inquiry device, bot, or repetitive data gathering and extraction tool, routine, script or other mechanism with similar functionality to access, use, monitor or copy any pages or content of the Site or Company’s servers or to interfere or attempt to interfere with the proper working of the Site by Company or other users;
- you will not frame or utilize framing techniques to enclose any portion or aspect of the Site, without Company’s express written consent; and
- if any person(s) accesses Company software and/or any other Company intellectual property through you, you shall ensure that any other such person(s) has agreed to at least the minimum terms, conditions and limitations as contained in this agreement. You shall bear all responsibility for such use by other(s) except as specifically provided by this agreement. In the event of any alleged contravention of these terms, limitations and conditions by such person(s), you shall use your best efforts to assist Company in protecting its’ rights under this agreement and you agree to indemnify Company for all costs incurred in doing so.
5. Term, Termination and Access to Information
Your access to the Company website and service is for no definite set term. Your access is at the sole discretion of Company and such discretion may be exercised unreasonably to terminate or suspend your access to all or part of the Company website with or without cause. These rights of termination are in addition to all other rights or remedies provided in these Terms & Conditions or by law. If any violation of these Terms and Conditions or law is, or is likely to, on a balance of probabilities, occur, Company shall have the right to terminate your access and trace your account, and you agree that any and all of your computer information and internet usage shall be made available to Company, and you will make best efforts to ensure that your service provider complies with these terms and consent to the disclosure of all records in your possession, care and/or control.
6. Site Alteration
Company reserves the right to modify, add or remove all or portions of the information, functionality or layout of the website at any time in its sole discretion and/or to restrict the use and accessibility of the Company website. The site is provided on an “as-is”, “when available” basis.
7. Registration and Passwords
- All persons accessing any password restricted areas of the Company website must be registered with accurate, valid and complete registration information and immediately inform Company of any changes thereto. You acknowledge that your password and username belong to you and that you will not share such information with any other person or organization or make such information otherwise available to anyone other than you. You are responsible for ensuring that your username and password are secure and remain confidential. You are responsible for any access to and/or use of the site gained through the use of your username and password. You are responsible for ensuring that the information contained on the website or otherwise conveyed to you remains confidential and that the use of and access to the Company website and information is made in accordance with these Terms and Conditions. You have sole responsibility for the adequate protection and backup of data and/or equipment used in connection with the Site.
- You agree to immediately notify Company if you become aware of any loss, theft, unauthorized use of or disclosure of any username, password or of any Proprietary Information or other intellectual property belonging to Company
- You acknowledge that Company may be monitoring and tracking the use of Company website, including your personal usage and habits.
8. Injunctive Relief
You agree that Company has a material interest in preserving its’ Proprietary Information and intellectual property rights and in controlling the use of the information upon its’ website and that the restrictions contained in clauses 2, 3, 4,7 and 8 above, among others, are reasonably required for the protection of the rights and property of Company. You agree that the violation or attempted violation of such terms will lead to an irreparable loss to Company and that in such an event an injunction or other like remedy shall be the only effective method to protect the rights and property of Company and that an interim injunction may be granted prior to or upon the commencement of any suit.
10. Third Party Content and Advertising
Company’s website may contain advertising and/or other third party content. Company is not responsible for any content, error, omission or inaccuracy in any third-party or advertising material or the content or operation of their sites. You agree that, although the Company website may contain links to other websites, that in no way constitutes an endorsement of any site by Company and that Company is not responsible for the availability or operation of such site or content and such links are provided on an “as-is” basis with no guarantee or warranty whatsoever, whether express or implied. You agree that advertisers, other content providers and link-sites are solely responsible for the content and operation of their own websites.
11. Amendment of Terms and Conditions
These Terms and Conditions are subject to change at any time at the sole arbitrary discretion of Company. You shall ensure that you have an up-dated and current understanding of the Terms and Conditions prior to each access. Your continued use of the Company website after any amendment shall constitute your acceptance of any amended Terms and Conditions and shall be of sufficient consideration to ensure your agreement to such amended terms and conditions.
This agreement is personal to you, and your rights and obligations under these Terms and Conditions may not be assigned, sub-licensed or otherwise transferred to any other person or organization without the prior express written consent of Company.
13. Governing Law and Forum
You agree that these Terms and Conditions and all events and transactions associated with the use of the Company website, software and information conveyed to you in any manner whatsoever shall be governed by and construed solely in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be adjudicated within the forum of Ontario at the City of Toronto. You agree to waive the benefit of any “long-arm statute” that may exist in your jurisdiction. For the exclusive, discretionary benefit of
In the event that any provision(s) of these Terms and Conditions are found to be void, invalid, illegal or unenforceable by any court, whether in whole or in part, such finding will not affect the operation of any other provision of this Agreement and all other provisions will continue in full force and effect. This Agreement shall be read down to the most minimal extent as is necessary to ensure that the intention of Company is given effect to the greatest extent possible.