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Please
read these Terms and Conditions carefully before using this Site. 1.
Service
THIS
WEBSITE (THIS "SITE") IS PROVIDED BY eShopper (“eShopper”)
FOR USE BY YOU CONDITIONAL ON YOUR
ACCEPTANCE WITHOUT MODIFICATION OF THE TERMS AND CONDITIONS SET FORTH BELOW (THE
"TERMS AND CONDITIONS"). BY ACCESSING, USING AND/OR DOWNLOADING
MATERIALS FROM THIS SITE, YOU AGREE ON YOUR OWN BEHALF AND ON BEHALF OF EACH
ENTITY ON WHOSE BEHALF YOU ACT TO ACCEPT AND ABIDE BY THESE TERMS AND
CONDITIONS. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS AND CONDITIONS, YOU SHOULD
NOT USE THIS SITE OR DOWNLOAD OR USE MATERIALS FROM IT. YOU AGREE TO FAMILIARIZE YOURSELF WITH THE TERMS AND
CONDITIONS OF USE AND THE PRIVACY POLICY OF THE SITE IF YOU CHOOSE TO USE THE
SITE. 2.
Changes to Agreement
eShopper
has the right, at its sole discretion, to add to, remove, modify or otherwise
change any part of these Terms and Conditions, including the Privacy Policy, in
whole or in part, at any time. Changes will be effective when notice of such
change is posted at this Site. You are responsible for regularly reviewing the
Terms and Conditions of Use posted at the Site. Your continued use of this Site
or downloading or use of materials from it after any such changes are posted
will be considered acceptance of such changes. 3.
Changes to Service eShopper
may terminate, change, suspend or discontinue any aspect of this Site, including
the availability of any features, at any time without notice or liability.
eShopper may similarly remove, add, modify or otherwise change any content,
including that of third parties, on or from this Site. eShopper may also impose
limits on certain features and services or restrict your access to parts or all
of this Site without notice or liability. 4.
Proprietary Rights
License
to Use Materials Subject to the terms and conditions set forth in this
Agreement, eShopper grants you a non-exclusive, non-transferable, limited right
to access, use and display this Site, and the visible text, graphics and images
thereon (the "Materials"), and to view and download the Materials. This
authorization is not a transfer of title in the Materials or to copies of the
Materials and is subject to the following restrictions: a) you must retain, on
all copies of the Materials downloaded, all copyright and other proprietary
notices contained in the Materials; b) you may not modify the Materials in any
way or reproduce or publicly display, perform, or distribute or otherwise use
them for any public or commercial purpose; c) you may not transfer the Materials
to any other person without our written consent; and d) you may not print or
copy any of the HTML or XML or other computer programs that are viewable at this
Site. You agree to abide by all additional restrictions displayed on this Site
as it may be updated from time to time. This Site, including all Materials, is
protected by Canadian and worldwide copyright laws and treaty provisions. 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, eShopper does not grant any express or implied right or license
to you under any intellectual property right, including under any patent,
trademark, copyright, trade secret, or confidential information, of eShopper. Trademarks.
The product names, company names and logos of eShopper or any affiliate used on
this Site may be trademarks including registered trademarks of eShopper or an
affiliate. Such product names, company names and logos of eShopper and its
affiliates may not be copied, imitated or used, in whole or in part, without the
prior written consent of eShopper or such affiliate. Other product and company
names mentioned on this Site may be the trademarks of their respective owners. 5.
Use of Software Software
(if any) that is made available to download from the Site, excluding software
that may be made available by end-users through a Communications Service,
(“Software”) is owned by eShopper and/or its licensors. Your use of the
software is governed by the terms and conditions of the license agreement, if
any, which accompanies or is included with the Software (“License
Agreement”). You may not install or use any Software that is accompanied by or
includes a License Agreement unless you first agree to the License Agreement
terms. All Software is owned by eShopper and/or its licensors and is protected
by copyright laws and international treaty provisions. Any reproduction or
redistribution of the Software is expressly prohibited by law. Without limiting
the foregoing, copying or reproduction of the Software to any other server or
location for further reproduction or redistribution is expressly prohibited. The
Software is warranted, if at all, only according to the terms of the License
Agreement.
6. User
Conduct
You agree:
a) not to use this Site in any manner which could damage, disable, overburden or
impair this Site; b) not to interfere with the security of, or otherwise abuse,
this Site, or any services, system resources, accounts, servers or networks
connected to or accessible through this Site or affiliated or linked sites; c)
not to disrupt or interfere with any other person's use and enjoyment of this
Site or affiliated or linked sites; d) not to upload, post or otherwise transmit
on this Site any viruses or other harmful, disruptive or destructive files or
computer programs; e) not to use any robot, spider or other automatic device, or
manual process to monitor or copy the web pages or the content contained at this
Site; f) not to use or attempt to use another's account, service or system
without authorization from eShopper, or create or use a false identity on this
Site; g) not to transmit on this Site spam, chain letters, junk mail or any
other type of unsolicited mass e-mail; and h) not to attempt to obtain
unauthorized access to this Site or portions of this Site which are restricted
from general access. In addition, you agree that you are solely responsible for
actions and communications undertaken or transmitted to or for your account, and
that you will comply with all applicable laws that relate to your use or
activities on this Site. 7.
On-line Communities and Other Interactive Areas
To the
extent that this Site contains bulletin boards, chat rooms, or other message or
communication facilities, you agree to use such forums only to send and receive
messages and materials that are proper and related to the particular forum. By
way of example, and not as a limitation, you agree that when using a forum, you
will not post or otherwise disseminate on or through this Site harassing,
defamatory, libellous, tortious, offensive, threatening, obscene or otherwise
unlawful communications or materials of any kind, or materials which infringe or
violate any third party's copyright, trademark, trade secrets, privacy or other
proprietary or property right or that could constitute a criminal offence, give
rise to civil liability or otherwise violate any applicable law; will not
advertise or offer to sell or buy any goods or services for any commercial
purpose unless such forum specifically allows such messages; will not conduct or
forward surveys, contests, pyramid schemes or chain letters; and will not
harvest or otherwise collect information about others, including e-mail
addresses, without their consent. eShopper does not have any obligation to
monitor the content of its bulletin boards, chat rooms, or other message or
communication facilities. However, eShopper reserves the right at all times to
disclose any information as necessary to satisfy any law, regulation or
governmental request, or to edit, refuse to post and remove any information or
materials, in whole or in part, that in eShopper's sole discretion are
objectionable or in violation of these Terms and Conditions. 8.
Use of Communication Service The
Site may contain bulletin board services, chat areas, news groups, forums,
communities, personal web pages, group calendars, electronic mail postings
and/or other message or communication facilities designed to enable you to
communicate with the public at large, Participants, or with a group (collectively, "Communication
Service"). You agree to use the Communication Service only to post, send
and receive messages and material that are proper and related to the particular
Communication Service. By way of example, and not as a limitation, you agree
that when using a Communication Service, you will not: defame, abuse, harass,
stalk, threaten or otherwise violate the legal rights (such as rights of privacy
and publicity) of others; publish, post, upload, distribute or disseminate any
inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful
topic, name, material or information; upload files that contain software or
other material protected by intellectual property laws (or by rights of privacy
of publicity) unless you own or control the rights thereto or have received all
necessary consents; upload files that contain viruses, corrupted files, or any
other similar software or programs that may damage the operation of another's
computer; advertise or offer to sell or buy any goods or service for any
commercial purpose, unless such Communication Service specifically allows such
messages; conduct or forward surveys, contests, pyramid schemes or chain
letters; download any file posted by another user of a Communication Service
that you know, or reasonably should know, cannot be legally distributed in such
manner; falsify or delete any author attributions, legal or other proper notices
or proprietary designations or labels of the origin or source of software or
other material contained in a file that is uploaded; restrict or inhibit any
other user from using and enjoying the Communication Service; violate any code
of conduct or other guidelines which may be applicable for any particular
Communication Service; harvest or otherwise collect information about others,
including e-mail addresses, without their consent; violate any applicable laws
or regulations. eShopper reserves the right to review materials posted to a
Communication Service and to remove any materials in its sole discretion.
eShopper reserves the right to terminate your access to any or all of the
Communication Service at any time without notice for any reason whatsoever.
eShopper has no obligation to monitor the Communication Service. However,
eShopper reserves the right at all times to disclose any information as
necessary to satisfy any applicable law, regulation, legal process or
governmental request, or to edit, refuse to post or to remove any information or
materials, in whole or in part, in eShopper's sole discretion. You acknowledge
that all Communication Service are public and not private communications,
therefore your communications may be read by others without your knowledge.
eShopper does not control or endorse the content, messages or information found
in any Communication Service and, therefore, eShopper specifically disclaims any
liability with regard to the Communication Service and any actions resulting
from your participation in any Communication Service. Forum managers and hosts
are not authorized eShopper spokespersons, and their views do not necessarily
reflect those of eShopper Materials uploaded to a Communication Service may be
subject to posted limitations on usage, reproduction and/or dissemination, you
are responsible for adhering to such limitations if you upload the materials. 9.
Links and Third Party Content
As a
convenience to you, eShopper may provide, on this Site, links to websites
operated by other entities. Linked sites are not under the control of eShopper
and eShopper is not responsible for the contents of any linked site, including
without limitation any link contained in a linked site, or any changes or
updates to a linked site. If you use these sites, you will leave this Site. If
you decide to visit any linked site, you do so at your own risk and it is your
responsibility to take all protective measures to guard against viruses and
other destructive elements. eShopper makes no representation or warranty
regarding, and does not endorse, any linked websites, the information appearing
thereon or any of the products or services described thereon, or the linked
third party sources. Links do not imply that eShopper or this Site sponsors,
endorses, is affiliated or associated with, or is legally authorized to use any
trademark, trade name, logo or copyright symbol displayed in or accessible
through the links, or that any linked site is authorized to use any trademark,
trade name, logo or copyright symbol of eShopper or any of its affiliates.
This Site
may from time to time contain materials, data or information provided, posted or
offered by third parties, including but not limited to advertisements or
postings in on-line community discussions. You agree that eShopper shall not
have any liability whatsoever to you for any such third party material, data or
information.
All links
to this Site must be approved in writing by eShopper. 10.
Information Provided by You
eShopper
does not want you to, and you should not, send any confidential or proprietary
information to eShopper via this Site. The security of this Site is by no means
guaranteed and you agree that any information or materials that you or
individuals acting on your behalf provide to eShopper is sent at your own risk
and will not be considered confidential or proprietary. By providing any such
information or materials to eShopper, you grant to eShopper and its affiliates
an unrestricted, perpetual, irrevocable, worldwide, royalty-free license to use,
reproduce, display or perform (including display or perform in public),
communicate to the public, modify, adapt, transmit, publish your name in
connection with any such communication, and distribute such information and
materials in any form, with the right to grant sub-licenses, and you also agree
that eShopper and its affiliates are free to use any ideas, concepts, know-how
or techniques that you or individuals acting on your behalf provide to eShopper
for any purpose. The foregoing grants shall include the right to exploit any
proprietary rights in such communication, including but not limited to rights
under copyright, trademark, service mark or patent laws under any relevant
jurisdiction. No compensation will be paid with respect to eShopper's use of the
materials contained within such communication. eShopper is under no obligation
to post or use any materials you may provide and may remove such materials at
any time in eShopper’s sole discretion. You further recognize that eShopper
does not want you to, and you warrant that you will not, provide any information
or materials to eShopper that are harassing, defamatory, libelous, tortuous,
offensive, threatening, obscene or otherwise unlawful, or that incorporates the
proprietary or confidential material of another. 11.
Agreement to Privacy Policy
Personal
data will be collected, processed, used, communicated, and disclosed by eShopper
and its affiliates for the purpose of providing and offering products and
services and to facilitate transactions you enter into with eShopper and its
affiliates. You can find further information on the collection, use,
communication, and disclosure of your personal data in eShopper’s Privacy
Policy [http://www.eShopper.com/privacy.cfm]. The Privacy Policy is incorporated
by reference into these Terms and Conditions. Such personal information that you
provide via this Site, together with information regarding the manner in which
you use this Site will be used, processed, communicated and disclosed as
permitted by these Terms and Conditions, the Privacy Policy reproduced on this
Site, other agreements between the parties related to such information, and as
otherwise permitted by law. 12.
WARRANTY eShopper
EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS EXPRESS OR
IMPLIED NOT CONTAINED HEREIN, INCLUDING REPRESENTATIONS, WARRANTIES AND
CONDITIONS OF QUALITY, PERFORMANCE, MERCHANTABILITY, SATISFACTORY QUALITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND THOSE ARISING BY STATUTE OR
OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USE OF TRADE. eShopper DOES NOT
WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTIONS OR THAT IT WILL BE
ERROR FREE. FURTHER, THE SERVICE MAY BE INTERRUPTED OR UNAVAILABLE FOR THE
PURPOSES OF PERFORMING MAINTENANCE OR UPGRADES. eShopper WILL NOT BE RESPONSIBLE
FOR (1) SERVICE IMPAIRMENTS CAUSED BY ACTS WITHIN YOUR CONTROL OR ANY USER, (2)
INTEROPERABILITY OF SPECIFIC CUSTOMER APPLICATIONS, (3) INABILITY OF CUSTOMER TO
ACCESS OR INTERACT WITH ANY OTHER SERVICE PROVIDER THROUGH THE INTERNET, OTHER
NETWORKS OR USERS THAT COMPRISE THE INTERNET OR THE INFORMATIONAL OR COMPUTING
RESOURCES AVAILABLE THROUGH THE INTERNET, (4) INTERACTION WITH OTHER SERVICE
PROVIDERS, NETWORKS, USERS OR INFORMATIONAL OR COMPUTING RESOURCES THROUGH THE
INTERNET, (5) SERVICE PROVIDED BY OTHER SERVICE PROVIDERS, OR (6) PERFORMANCE
IMPAIRMENTS CAUSED ELSEWHERE ON THE INTERNET. 13.
LIMIT OF LIABILITY eShopper'S
LIABILITY TO YOU UNDER OR RELATED TO THIS AGREEMENT OR THE SERVICE INCLUDING
WITHOUT LIMITATION ON ACCOUNT OF ANY ACTS OR OMISSIONS RELATING TO THE SERVICE
SHALL BE LIMITED TO PROVEN DIRECT DAMAGES IN AN AGGREGATE AMOUNT NOT TO EXCEED
CAN $100.00 HOWEVER, THIS EXCLUSION DOES NOT APPLY TO DIRECT DAMAGES TO TANGIBLE
PERSONAL PROPERTY, OR FOR BODILY INJURY OR DEATH, PROXIMATELY CAUSED BY
eShopper’S NEGLIGENCE. 14.
CONSEQUENTIAL LOSS eShopper
SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNATIVE OR
EXEMPLARY, RELIANCE OR SPECIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR
HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS OR LOST REVENUES, WHETHER OR NOT
eShopper BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
eShopper SHALL NOT BE LIABLE FOR ANY DAMAGE THAT YOU MAY SUFFER ARISING
OUT OF USE OF, OR INABILITY TO USE, THE SERVICE PROVIDED HEREUNDER UNLESS SUCH
DAMAGE IS CAUSED BY AN INTENTIONAL ACT OF eShopper. eShopper SHALL NOT BE LIABLE
FOR UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS OR DESTRUCTION OF ANY DATA
INCLUDING WITHOUT LIMITATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, OR
ANY OTHER METHOD. 15.
Survival of Limit of Liability The
limitations of liability and disclaimers herein shall apply regardless of the
form of action, whether in contract, warranty, strict liability, negligence, or
other tort and shall survive a fundamental breach or breaches, or the failure of
the essential purpose, of contract or the failure of an exclusive remedy. 16.
Disputes The
parties agree that all disputes or disagreements between them with respect to
the interpretation of any provision of this Agreement, the performance of
eShopper or you under this Agreement or any other dispute between them related
hereto or arising here from (a “Dispute”) will be settled by final and
binding arbitration by a single arbitrator pursuant to the provisions of the International
Commercial Arbitration Act, (Ontario) and submission to arbitration pursuant
to this Section is a condition
precedent to the bringing of any action with respect to this Agreement.
Judgement upon the award rendered in any such arbitration may be entered in any
court having jurisdiction thereof, or application may be made to such court for
a judicial acceptance of the award and enforcement, as the law of such
jurisdiction may require or allow. The arbitration shall take place in the
Greater Toronto Area, Ontario, Canada. The parties shall agree on what, if any,
discovery shall be made available; if the parties fail to agree on the form of
discovery within 30 days after the appointment of the arbitrator, there shall be
no discovery. The arbitrator shall not limit, expand, or modify the terms of
this Agreement nor award damages in excess of compensatory damages permitted
under this Agreement, and each party waives any claim to such excess damages.
The arbitrator shall not have any ability to award any equitable remedies
against eShopper.. The arbitrator shall not have the right to award any damages
in excess of damages that could lawfully be awarded by a court of competent
jurisdiction. The arbitrator shall
issue a written decision containing findings and conclusions on all significant
issues. Each party shall bear its own expenses and an equal share of all costs
and fees of the arbitration. Any arbitrator selected shall be competent in the
legal and technical aspects of the subject matter of this Agreement. The content
and result of any arbitration shall be held in confidence by all participants,
each of whom will be bound by an appropriate confidentiality agreement. The
parties expressly waive any right to a jury trial regarding disputes related to
this Agreement. 17.
International Users and Choice of law
This Site
is controlled, operated and administered by eShopper from its offices within
Canada. Neither eShopper nor any of its affiliates makes any representation or
warranty that materials at this Site are appropriate or available for use at any
locations outside Canada and access to them from territories outside of Canada
is prohibited. If you access this Site from outside Canada, you are responsible
for compliance with all local law. You may not export any of the Materials
accessible through this Site in violation of applicable export laws and
regulations. This Agreement shall be deemed to have been made and
performed exclusively in the Province of Ontario, Canada and shall be governed
by and construed under the laws of the Province of Ontario and the laws of
Canada applicable therein without giving effect to its conflict of laws
principles. You submit to the exclusive jurisdiction of the courts in the
Province of Ontario for any claim related hereto or arising here from and agree
not to bring any action, claim, suit or proceeding against eShopper (or any
officer, director, or employee thereof) in any jurisdiction other than the
Province of Ontario, Canada. The United Nations Convention on Contracts for the
International Sale of Goods does not apply to this agreement. 18.
Time for Bringing Suit Any
legal proceeding arising from or in connection with this Agreement, or any
Service provided hereunder, must be brought within one (1) year after the event
which is the subject of the proceeding has occurred, except to the extent that
such action arises from claims which are subject to an express indemnification
obligation therein. 19.
Severability If
any portion of this Agreement is found to be invalid or unenforceable, the
remaining portions shall remain in effect and the parties will begin
negotiations for a replacement of the invalid or unenforceable portion. 20.
Assignment This
agreement may be assigned by eShopper. This Agreement shall ensure to the
benefit of and be binding upon the respective successors and permitted assigns
of the parties hereto.
21.
Causes Beyond Control eShopper
shall not have any liability for damages or delays due to fire, explosion,
lightning, power surges or failures, strikes or labour disputes, water, acts of
god, the elements of war, civil disturbances, acts of civil or military
authorities or the public enemy, inability to secure products or transportation
facilities, fuel or energy shortages, acts or omissions of communications
carriers or suppliers, or other causes beyond its control whether or not similar
to the foregoing. 22.
Notices All
notices, requests, demands and other communications required or permitted under
this agreement shall be deemed to have been duly made and received when
personally served, or when mailed by first class mail. Except as explicitly
stated otherwise, and notices to eShopper shall be given by an internet web form: 23.
Language 24. Violations 25. RemindMe 26. eShopper Greetings 27. Exchange Rates |
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Copyright © 2003 eShopper. All Rights Reserved.
Unauthorized reproduction is subject to legal action.