..duo
(www.dotdotduo.com)
TERMS OF USE
Updated: August 2012
Acceptance
of Terms of Use
0947137 B.C. Ltd., carrying on business as
“..duo” and “www.dotdotduo.com”, its subsidiaries and affiliates (“Provider”)
requires that all users and visitors accessing its www.dotdotduo.com site (the “Site”) adhere
to the following terms and conditions of use (the “Terms of Use”). By accessing the Site you confirm your
acknowledgment and acceptance of these Terms of Use and your agreement to be
bound by all such terms and conditions.
You acknowledge and agree that we may update these Terms of Use at any
time by posting revisions to the Site, and your continued use of the Site shall
constitute your acceptance of all such revisions in respect of your use of the
Site, our products and services and all ..duo keywords registered to you. A ..duo keyword is a set of characters
selected by a user and then registered to the user’s account. They are delimited by two periods appearing
before and after the registered characters.
For the purposes of these Terms of Use, ..duo keywords are referred to
hereinafter as “..duos” and each a “..duo”.
You are responsible for providing all
equipment and software necessary to connect to the Site and you are responsible
for any fees, including internet connection, mobile data services and similar
fees that you incur when accessing the Site.
You
should carefully review these Terms of Use and, if you do not agree with them,
you should exit the Site immediately.
Parents/Guardians
of Minors
If you are under the age of majority in
your jurisdiction of residence, you represent and warrant that your parent or
legal guardian has reviewed and agreed to these Terms of Use and has guaranteed
your adherence to these Terms of Use.
Trial
Service Acknowledgement
You acknowledge that we may, but are not
obligated to, offer certain ..duos and/or accounts on a trial and/or
promotional basis. You further
acknowledge and agree that we may limit the number and usage of such ..duos
and/or accounts in our sole and absolute discretion.
Laws and Regulations
Your access to and use of the Site is
subject to all applicable international, federal, provincial and local laws and
regulations.
Copyright/Trade Marks
The trademarks, logos and service marks
(“Marks”) displayed on the Site are the property of Provider and other parties.
Users are prohibited from using any Marks for any purpose including, but not
limited to use as metatags on other pages or sites on the Internet without the
written permission of Provider or such third party which may own the Marks. All
information and content including any software programs available on or through
the Site (“Content”) is protected by copyright. Users are prohibited from
modifying, copying, distributing, transmitting, displaying, publishing,
selling, licensing, creating derivative works or using any Content available on
or through the Site for commercial or public purposes.
Violation
of Third Party Rights
You represent, warrant and covenant that
all materials of any kind that are uploaded to or transmitted through the Site
will not violate or infringe upon the rights of any third party including, but
not limited to, any trade secret, copyright, trademark, service mark, trade
dress, patent, privacy or other personal or proprietary rights of any such
third parties. You further represent,
warrant and covenant that your use of any ..duos will not violate or infringe
upon the trademark, service mark, trade dress or other proprietary rights of
any third party. Without limiting any
other rights and remedies of the Provider, the Provider may suspend the
operation and use of any ..duos that it determines, acting reasonably but in
its sole and absolute discretion, that the continued use of the ..duos will
infringe on the proprietary rights of any third party. Provider may terminate the privileges of any
user who utilizes the Site to unlawfully transmit, link or otherwise provide
access to copyrighted material without a valid license, express consent of the
copyright owner or a fair use exemption (or equivalent under applicable law)
and the user shall have the burden of establishing the same to the satisfaction
of the Provider, in its sole discretion.
DMCA
Policy
It is the Provider’s policy to respond to
notices of alleged copyright infringement that are made in compliance with the Digital Millennium Copyright Act of 1998. If you wish to provide notice of alleged
copyright infringement, you must provide the necessary information in the form
required by 17 U.S.C. Section 512 as set out in the Copyright section of the Site. Provider may, in its sole and absolute
discretion, terminate or suspend access to the Site, or any portion thereof,
and/or cancel the Account of any user who repeatedly infringes or who is
repeatedly alleged to have infringed the copyright or other intellectual
property rights of third parties.
Provider accommodates and does not interfere with standard digital
rights management and other technical measures employed by copyright owners to
protect their proprietary materials.
Limited
License
Subject to your compliance with these Terms
of Use, Provider hereby grants you a limited, revocable, non-exclusive,
non-transferable license, without the right to sublicense, to access and utilize
the Site and the associated products and services. You shall not acquire any ownership rights in
the Content or in any associated proprietary software and documentation. Except as expressly permitted under these
Terms of Use, you will have no right to, directly or indirectly, own, use,
loan, sell, rent, lease, license, sublicense, assign, copy, translate,
transmit, modify, adapt, enhance, improve, create any derivative works from the
Site, disclose any part or feature of the Site that the Provider has not
publicly disclosed, or display, distribute, publicly perform or any other way
exploit the Site or the Content in whole or in part. You acknowledge and agree that we may modify,
suspend or remove any content or features of the Site at any time in our sole
and absolute discretion.
If you choose to acquire the use of any
..duos, you will not acquire any ownership rights in respect of such ..duos. Your right to use such ..duos and to link
them to any internet content is governed by these Terms of Use and all
applicable laws. YOUR REGISTRATION OF A
..DUO DOES NOT PROVIDE YOU WITH ANY INTELLECTUAL PROPERTY PROTECTIONS, RIGHTS
OR REGISTRATIONS AND DOES NOT PROVIDE YOU WITH ANY RIGHTS TO ANY PARTICULAR
..DUO REGISTRATION. Without limiting the
foregoing, you specifically acknowledge and agree that your use of any ..duos
is subject to all applicable trademark laws.
YOU MAY NOT SELL, ASSIGN OR SUBLICENSE ANY
..DUOS REGISTERED BY YOU ANY ANY ATTEMPT TO DO SO WILL ENTITLE PROVIDER, IN ITS
SOLE AND ABSOLUTE DISCRETION, TO CANCEL YOUR REGISTRATION AND, IN SUCH EVENT,
YOU WILL NOT BE ENTITLED TO ANY REFUND OF FEES PAID TO PROVIDER BY YOU. WITHOUT LIMITING THE FOREGOING, IF THE
PROVIDER DETERMINES, ACTING REASONABLY BUT IN ITS SOLE AND ABSOLUTE DISCRETION,
THAT YOU HAVE REPEATEDLY VIOLATED THE PROHIBITION ON SALE, ASSIGNMENT AND
SUBLICENSING OF ..DUOS , PROVIDER MAY, IN ITS SOLE AND ABSOLUTE DISCRETION,
SUSPEND AND/OR CANCEL ALL OF YOUR OTHER ..DUO KEYWORD REGISTRATIONS AND MAY
CANCEL YOUR ACCOUNT, ALL WITHOUT REFUND OF ANY FEES PAID TO PROVIDER BY YOU.
..duo
Registration System
The registration of ..duos is governed by
the following general rules and procedures, along with the other provisions of
the Terms of Use:
1. Promotional
..duo Registrations
Registration
Subject to these Terms of Use, you may apply
to register any available promotional ..duos at any time for no cost during
such promotional and trial periods as the Provider may designate from time to
time. The Provider reserves the right to
terminate any such promotional and trial programs at any time in its sole
discretion and without prior notice. Any
..duos registered outside of a promotional or trial period will be subject to
the terms and conditions that apply to purchased ..duos . The Provider may decline to register any
promotional ..duo in its sole and absolute discretion including, without
limitation, for the purposes of submitting the requested ..duo to auction (as
described below).
Term
The term of all promotional ..duo registrations
will end thirty (30) days after the Provider sends written notification of
termination to the then current e-mail address provided by you for your user account
(see below under the heading “User Accounts”).
Where practical, the Provider may also provide a general announcement of
the termination date for any or all promotional ..duo registrations. Provider is not responsible for your failure
to receive or review any termination notice.
2. Purchased
..duo Registrations
Registration
Subject to these Terms of Use, you may apply
to register any available ..duo on a subscription basis in accordance with the
Provider’s then current subscription terms and fees, which terms and fees are
subject to change in the Provider’s sole and absolute discretion. The term of a purchased ..duo subscription and
the corresponding fees will be available for review and selection by the user
at the time of registration and prior to completing the payment transaction. In the sole and absolute discretion of the
Provider, the Provider may decline an application to register a purchased ..duo
registration application in order to submit the requested ..duo to auction (as
described below).
Auction
..duos that are selected by the Provider
for submission to auction will be available for bid for the period of time
determined by the Provider. Generally
this will be a period of two (2) weeks but may be a greater or lesser period of
time as determined by the Provider in its sole and absolute discretion. At the end of the relevant auction period,
the ..duo will be registered to the successful bidder, subject to these Terms
of Use. The successful bidder will be
determined in the Provider’s sole and absolute discretion but will generally be
the bidder with the highest bid (by dollar value). However, registration of the auctioned ..duo
will be subject to the right of the user who first submitted an application to
register the subject ..duo (the “Right of First Refusal”). The user entitled to exercise the Right of
First Refusal will be notified within forty-eight (48) hours after the auction
has closed and will have a further forty-eight (48) hours to exercise the Right
of First Refusal by completing the online registration form and remitting the
required payment.
Term
Subject to these Terms of Use, the term of
a purchased ..duo registration will be for the duration of the then current
paid-up subscription period.
Subscription period may be renewed by requesting and paying for further
subscription periods through the Provider’s online renewal system. The Provider is under no obligation to notify
the registered user that expiration of the current subscription is approaching
or has passed.
Purchased ..duos may be returned
voluntarily by a user prior to expiry of the then current subscription period but
no refunds will be provided for the unexpired term for which the ..duo keywords
were originally registered. All ..duos are
also subject to suspension and/or cancellation in accordance with these Terms
of Use. Any ..duos that have expired or
are returned or cancelled will generally be available for a new reservation
request by any user.
User
Accounts
In order to access and use certain features
of the Site, you may be required the register an account (the “Account”) through
the Site. When you create or update an
Account, you will be required to provide use with certain personal information,
which may include your name, address, telephone number, birth date, e-mail
address and/or payment information. This
information will be retained and used by Provider in accordance with its Privacy Policy. You agree that all information provided by
you will be accurate and complete and that you will promptly update such
information if and when it changes.
NOTWITHSTANDING ANY OTHER PROVISION IN
THESE TERMS OF USE, YOU ACKNOWLEDGE AND AGREE THAT YOU WILL NOT ACQUIRE ANY
OWNERSHIP OR OTHER PROPERTY RIGHT IN YOUR ACCOUNT, AS SUCH.
User
Names and Passwords
When you register an Account, you will be
required to select a user name (which must be a valid e-mail address) and
depending on how the account is created you will either be assigned a randomly
generated password or select your own password which you may change at any time
(the “Login Information”). Your user
name may be publicly visible in certain areas of the Site. For this reason, you should avoid choosing a
user name that could compromise the security of any of your personal
information. We reserve the right to reject and/or remove any user name and to
require you to choose a different user name at any time and for any reason in
our sole and absolute discretion, including but not limited to where a third
party claims that the user name violates its rights. You agree that you will not select or use a
user name that is the name of, or makes reference to, another person or entity for
the purposes of impersonating that person or entity or for falsely creating the
appearance that you are associated with the person or entity. You agree that you will not select or use a
user name in which another person or entity has legal rights unless you have
that person or entity’s express permission to do so. You agree that you will not select or use a
user name that a reasonable person would consider to be offensive.
You are solely responsible for preserving
the confidentiality of your password and the Account and you are solely and
completely responsible for all activities that occur within or through your
Account and under your password. You
should not provide your password to anyone else and you should change your
password regularly and any time you believe that another person has knowledge
of your password. You are not permitted
to share your Account or Login Information or to allow any other person to
access to your Account. You agree to
notify us immediately if you become aware of any unauthorized use of your
password or your Account, or any other security breach involving your Account
or the Site at [support@dotdotduo.com]. We are not responsible for any unauthorized access
to your Account even if you have advised us of a security breach. You will be responsible for all activities
that occur through your Account, including but not limited to purchases,
whether or not such activities have been authorized by you.
Accessing
Your Account
Each time that you log into and access the
Account, you represent and warrant that:
(a) you are the person who registered the
Account;
(b) all of the personal information
currently submitted by you in connection with the Account is complete and
accurate;
(c) you are using the products and services
solely for permitted purposes and in compliance with these Terms of Use;
(d) you are accessing the Site solely for
your own personal purposes;
(e) you are not, and are not acting on
behalf of, any competitor or prospective competitor of the Provider;
(f) you are not accessing the Site for the
purposes of any dispute or litigation involving the Provider;
(g) you are not accessing the Site for any
illegal purpose or to advertise, solicit or communicate and advertisements, and
(h) you will logoff and exit the Account at
the end of each session.
Privacy
Except as required by law and in accordance
with the Provider’s Privacy Policy, Provider will maintain the confidentiality of all user
communications which contain personally identifiable user information and which
are transmitted directly to Provider. Postings by a user on any message board
or in any chat room will not be protected as confidential and Provider may use
and provide information contained in any such postings (including any ideas,
concepts, know-how or other intellectual property) to any of its parent,
subsidiaries and affiliates for any purpose whatsoever and as deemed
appropriate by Provider. Provider may compile
and use non-personally identifiable information for statistical, research,
demographic and marketing purposes. User
should be aware that Linked Sites (as defined below) may contain
confidentiality provisions that differ from the provisions provided herein.
Provider is not responsible for such provisions, and expressly disclaims any
and all liability related to such provisions.
Transmission of Personal Data
User acknowledges and agrees that by
providing Provider with any personal or proprietary user information through
the Site, user consents to the transmission of such personal or proprietary
user information over international borders as necessary for processing in
accordance with Provider’s standard business practices. User should be aware
that Linked Sites may contain transmission of personal data provisions that
differ from the provisions provided herein. Provider is not responsible for
such provisions, and expressly disclaims any and all liability related to such
provisions.
Postings
Provider is under no obligation to review
any messages, information or content (“Postings”) posted in any public or
private area within the Site by users and assumes no responsibility or
liability relating to any such Postings. Notwithstanding the above, Provider
may from time to time monitor the Postings on the Site and may decline to
accept and/or remove any Postings that contain:
(a) any
unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar,
obscene, profane, hateful, racially, ethnically or otherwise objectionable
material of any kind, including, but not limited to, any material which
encourages conduct that would constitute a criminal offence, give rise to civil
liability or otherwise violate any applicable local, state, national or
international law;
(b) advertisements
or solicitations of any kind;
(c) messages
posted by users impersonating others;
(d) personal
information such as messages which state phone numbers, government issued
identification numbers, account numbers, addresses, or employer references;
(e) messages by
non-spokesperson employees of Provider purporting to speak on behalf of
Provider or containing confidential information or expressing opinions
concerning Provider;
(f) messages
that offer unauthorized downloads of any copyrighted or private information; or
(g) multiple
messages placed within individual folders by the same user restating the same
point.
No Warranties
ALL CONTENT, PRODUCTS AND SERVICES ON THE
SITE, OR OBTAINED FROM A WEB SITE TO WHICH THE SITE IS LINKED (A “LINKED SITE”)
ARE PROVIDED TO YOU “AS IS” WITHOUT ANY WARRANTY OF ANY KIND EITHER EXPRESS OR
IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
SECURITY OR ACCURACY. PROVIDER DOES NOT ENDORSE AND IS NOT RESPONSIBLE FOR THE
ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE OR STATEMENT MADE THROUGH THE
SITE OR A LINKED SITE BY ANY PARTY OTHER THAN PROVIDER, OR THE CAPABILITIES OR
RELIABILITY OF ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. OTHER THAN
AS REQUIRED UNDER APPLICABLE CONSUMER PROTECTION LAW, UNDER NO CIRCUMSTANCE
WILL PROVIDER BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON
INFORMATION OBTAINED THROUGH THE SITE OR A LINKED SITE, OR USER’S RELIANCE ON
ANY PRODUCT OR SERVICE OBTAINED FROM A LINKED SITE. IT IS THE RESPONSIBILITY OF
THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION,
ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITE, OR OBTAINED FROM A LINKED
SITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE
EVALUATION OF ANY SPECIFIC OPINION, ADVICE, PRODUCT, SERVICE, OR OTHER CONTENT.
Limitation of Liability For Use of the Site and Linked
Sites
THE INFORMATION, SOFTWARE, PRODUCTS AND
DESCRIPTIONS OF SERVICES PUBLISHED ON THE SITE OR A LINKED SITE MAY INCLUDE
INACCURACIES OR TYPOGRAPHICAL ERRORS, AND PROVIDER SPECIFICALLY DISCLAIMS ANY
LIABILITY FOR SUCH INACCURACIES OR ERRORS. CHANGES ARE PERIODICALLY MADE TO THE
INFORMATION ON THE SITE AND LINKED SITES. PROVIDER MAY MAKE IMPROVEMENTS OR
CHANGES TO THE SITE AT ANY TIME. YOU AGREE THAT PROVIDER, ITS AFFILIATES AND
ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS WILL NOT BE
LIABLE, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, FOR ANY DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL,
INCIDENTAL OR SPECIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST
PROFITS, COST OF PROCURING SUBSTITUTE SERVICE OR LOST OPPORTUNITY) ARISING OUT
OF OR IN CONNECTION WITH THE USE OF THE SITE OR A LINKED SITE, OR WITH THE DELAY
OR INABILITY TO USE THE SITE OR A LINKED SITE, EVEN IF PROVIDER IS MADE AWARE
OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION ON LIABILITY INCLUDES, BUT
IS NOT LIMITED TO, THE TRANSMISSION OF ANY VIRUSES WHICH MAY INFECT A USER’S
EQUIPMENT, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION
LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (e.g., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER),
UNAUTHORIZED ACCESS, THEFT, LOSS OF DATA, OPERATOR ERRORS, STRIKES OR OTHER
LABOUR PROBLEMS OR ANY FORCE MAJEURE. PROVIDER CANNOT AND DOES NOT GUARANTEE
CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO THE WEB SITE. WITHOUT LIMITING THE FOREGOING, UNDER NO
CIRCUMSTANCES WILL THE PROVIDER BE LIABLE TO YOU FOR ANY AMOUNT THAT EXCEEDS
THE AGGREGATE OF ALL FEES PAID BY YOU TO PROVIDER.
Limitation of Liability for Services Arranged Through
the Site
YOU AGREE THAT PROVIDER IS A MERE RESPRESSENTATIVE
FOR THE SUPPLIERS OF THIRD PARTY GOODS AND SERVICES ADVERTISED ON OR AVAILABLE
THROUGH THE SITE. ANY AND ALL CLAIMS REGARDING ANY FAILURE OR BREACH WITH
RESPECT TO THE THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THE SITE ARE
LIMITED TO CLAIMS AGAINST ANY AND ALL SUCH SERVICE SUPPLIERS. PROVIDER HEREBY
DISCLAIMS ANY LIABILITY, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR
OTHERWISE, INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY DIRECT, INDIRECT,
PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, IN CONNECTION WITH THE
GOODS OR SERVICES PROVIDED BY ANY CARRIER OR OTHER SUPPLIER THROUGH THE SITE,
INCLUDING WITHOUT LIMITATION LIABILITY FOR ANY ACT, ERROR, OMISSION, INJURY,
LOSS, ACCIDENT, DELAY OR IRREGULARITY WHICH MAY BE INCURRED THROUGH THE FAULT,
NEGLIGENT OR OTHERWISE, OF SUCH CARRIER OR SUPPLIER AND YOU HEREBY EXONERATE
PROVIDER FROM ANY LIABILITY WITH RESPECT TO THE SAME. WITHOUT LIMITING THE FOREGOING, UNDER NO
CIRCUMSTANCES WILL THE PROVIDER BE LIABLE TO YOU FOR ANY AMOUNT THAT EXCEEDS
THE AGGREGATE OF ALL FEES PAID BY YOU TO PROVIDER.
Linked Internet Sites
Provider prohibits caching, unauthorized
hypertext links to the Site and the framing of any Content available through
the Site. Provider reserves the right to disable any unauthorized links or
frames and specifically disclaims any responsibility for the Content available
on any other Internet sites linked to the Site. Access to any other Internet
sites linked to the Site is at the user’s own risk. User should be aware that
Linked Sites may contain rules and regulations, privacy provisions,
confidentiality provisions, transmission of personal data provisions, and other
provisions that differ from the provisions provided on the Site. Provider is
not responsible for such provisions, and expressly disclaims any and all
liability related to such provisions.
Violations of Terms of Use
You agree and acknowledge that Provider
may, in its sole and absolute discretion and without prior notice to you,
terminate or suspend your access to the Site and your use of Provider’s
products and services, or any portion thereof, and/or cancel your Account if
Provider reasonably believes that you have failed to comply with these Terms of
Use or that your use of the Site violates the rights of any third party or any
applicable laws. In addition to the
foregoing, the Provider reserves the right to pursue all remedies available at
law and in equity for violations of these Terms of Use, including but not
limited to the right to block access from a particular Internet address to the
Site. You agree and acknowledge that
monetary damages may not be an adequate remedy for any violation of these Terms
of Use by you and, without limiting any of the Provider’s other remedies, you hereby
consent to, and authorize the Provider to obtain, an injunction or other
equitable relief from any court of competent jurisdiction. You further authorize the provider to
disclose your personally identifiable information where reasonably necessary in
connection with the foregoing.
INDEMNIFICATION
YOU HEREBY AGREE TO DEFEND,
INDEMNIFY AND HOLD HARMLESS THE PROVIDER AND ITS DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, SUCCESSORS, ADMINISTRATORS AND ASSIGNS FROM AND AGAINST ALL
LIABILITIES, CLAIMS, ACTIONS, CAUSES OF ACTION, COSTS AND EXPENSES (INCLUDING
LEGAL EXPENSES ON A FULL INDEMNITY BASIS) THAT ARISE FROM YOUR VIOLATION OF ANY
OF THESE TERMS OF USE, FROM YOUR USE OR MISUSE OF THE SITE OR YOUR USE OR
MISUSE OF ANY LINKED SITES. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, UNDER NO CIRCUMSTANCES WILL ..DUO
HAVE ANY LIABILITY TO ANY PARTY IN RESPECT OF ANY WEBSITE OR CONTENT TO WHICH
ANY ..DUO IS LINKED.
Unauthorized Access to Password Protected/Secure Areas
Access to and use of password protected
and/or secure areas of the Site is restricted to authorized users only.
Unauthorized individuals attempting to access these areas of the Site may be subject
to prosecution.
Use of “Cookies”
Provider reserves the right to store
information on a user’s computer in the form of a “cookie” or similar file for
purposes of modifying the Site to reflect users’ preferences. The Provider
Privacy Policy provides additional information regarding Provider’s use of
cookies as well as procedures for disabling cookies.
Updates
You acknowledge and agree that the
Site and the products and services accessible through it are under continual
development and may include either public updates, which a generally available
to all users, or private updates which are available to a smaller number of
users for testing and feedback before being made generally available. You further acknowledge and agree that you
may be required to accept public updates to the Site from time to time in order
to continue to access the Site and your Account and User Content. You acknowledge and agree that the Provider
may update, modify and/or discontinue any aspect of the Site and the associated
products and services with or without prior, or any, notice to you. You acknowledge that it may be necessary for
you to update or upgrade third party software from time to time in order to
continue to access the Site and your Account and User Content.
International Use
By electing to access this Site
from any jurisdiction outside of Canada, you accept full responsibility for
ensuring that your use of the Site is in compliance with all laws applicable
within that other jurisdiction. Provider
makes no representation that materials, products and services available on or
through the Site are appropriate or available for use in jurisdictions outside
of Canada. You are not permitted to
access the Site from any jurisdiction in which the Content is illegal and/or
accessing the Site is illegal. You may
not use, export or re-export any materials from this Site in violation of any
applicable laws or regulations.
Governing Law
These Terms of Use and your legal
relationship with the Provider shall be governed by and construed in accordance
with the laws of the Province of British Columbia, together with the federal
laws of Canada applicable therein, without regard to its conflicts of laws principles.
These Terms of Use shall not be governed by the United Nations Convention on Contracts for the Sale of Goods. The
controlling language of these Terms of Use is English.
Waiver
and Severability
The failure of the Provider to enforce any
right or provision of these Terms of Use will not constitute a waiver of such
right or provision. In the event that
any provision of these Terms of Use is held to be invalid or unenforceable by
any court of competent jurisdiction, that provision shall be enforced to the
maximum extent permissible and the remaining provisions of the Terms of Use
will remain in full force and effect.
All remedies of the Provider hereunder shall be cumulative.
Assignment
You may not assign any of your rights or
obligations hereunder, whether voluntarily or by operation of law except with
the prior express written consent of Provider, which consent may be withheld in
Provider’s sole discretion, and any attempted assignment in violation of the
foregoing is void. Provider may assign
any or all of its rights and obligations hereunder to an affiliate, subsidiary
or a successor in title to the Site and/or the business and undertaking of the
Provider.
Enurement
These Terms of Use shall enure to the
benefit of and be binding upon the parties and their respective heirs,
executors, administrators, successors and permitted assigns.
Force
Majeure
Any failure to perform any obligation hereunder, except for your obligation to make payments hereunder, shall be excused to the extent such failure is caused by any controlling law, order, or regulation, or by any acts of war, acts of public enemies, fires, floods, acts of God, or any other contingency beyond the control of the Provider or you (as the case may be), but only for so long as said law, order, regulation or contingency continues.
Notices
Any notices or other communications
permitted or required hereunder, including but not limited to modifications to
these Terms of Use and/or any policy referred to herein, will be in writing and
given by Provider (i) via e-mail (in each case to the e-mail address provided
by you for your Account) or (ii) by posting to the Site. Notice delivered by e-mail will be deemed to
have been received on the date on which such notice is transmitted.
Dispute
Resolution
You and Provider agree that any dispute,
claim or controversy arising out of or relating to these Terms of Use, any
policy referred to herein, or the breach, termination, enforcement,
interpretation or the validity thereof, or the use of the Site, the Content, any
..duos or any associated services, (collectively, the “Disputes”) will be
settled by binding arbitration, except that each party retains the right to (i)
bring an individual action in the British Columbia Provincial Court (Small
Claims Division) if the action is within the jurisdiction of that court and
(ii) seek injunctive or other equitable relief in a court of competent jurisdiction
to prevent actual or threatened infringement, misappropriation, or violation of
a party’s copyrights, trademarks, trade secrets, patents, confidential
information or other intellectual property rights. You acknowledge and agree that you and
Provider are each waiving the right to a trial by jury and the right to
participate as a plaintiff or a class member in any purported class action or
similar representative proceeding.
Further, unless you and Provider expressly agree in writing, the
arbitrator may not consolidate more than one person’s claims and may not
otherwise preside over any form of class or representative proceeding. This “Dispute Resolution” section shall
survive any termination of these Terms of Use.
Any arbitration to be conducted pursuant to
this “Dispute Resolution” section shall be conducted before a single arbitrator
in accordance with the rules of the British Columbia International Commercial
Arbitration Centre for Domestic Disputes.
The venue of the arbitration shall be Vancouver, British Columbia,
Canada.
Entire
Agreement
These Terms of Use, together with the
Privacy Policy and Copyright Policy referred to herein, constitute the entire
agreement between the parties concerning the subject-matter hereof and
supersede and replace any and all prior oral or written understandings or
agreements between you and Provider regarding the Site, the Content and any
associated services.
Time
of the Essence
Time shall be of the essence of these Terms
of Use.
Survival
The provisions of these Terms of Use which
require or contemplate performance after the expiration or termination of these
Terms of Use shall remain enforceable notwithstanding such expiration or
termination.
Relationship
The relationship between the parties is
that of independent contractors and neither party shall have the authority to
bind the other in any way.