1. AGREEMENT TO TERMS
These Terms of Use constitute a legally binding agreement made between you,
whether personally or on behalf of an entity (“you”) and TA Networks Inc, doing
business as Hello Collaboration (“Hello Collaboration”, “we”, “us”, or “our”),
concerning your access to and use of the http://www.tanetworks.ca website as well
as any other media form, media channel, mobile website or mobile application
related, linked, or otherwise connected thereto (collectively, the “Site”). You agree
that by accessing the Site, you have read, understood, and agree to be bound by all
of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF
USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND
YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site
from time to time are hereby expressly incorporated herein by reference. We reserve
the right, in our sole discretion, to make changes or modifications to these Terms of
Use at any time and for any reason. We will alert you about any changes by updating
the “Last updated” date of these Terms of Use, and you waive any right to receive
specific notice of each such change. Please ensure that you check the applicable
Terms every time you use our Site so that you understand which Terms apply. You
will be subject to, and will be deemed to have been made aware of and to have
accepted, the changes in any revised Terms of Use by your continued use of the Site
after the date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any
person or entity in any jurisdiction or country where such distribution or use would be
contrary to law or regulation or which would subject us to any registration
requirement within such jurisdiction or country. Accordingly, those persons who
choose to access the Site from other locations do so on their own initiative and are
solely responsible for compliance with local laws, if and to the extent local laws are
applicable.
The Site is not tailored to comply with industry-specific regulations (Health Insurance
Portability and Accountability Act (HIPAA), Federal Information Security Management
Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may
not use this Site. You may not use the Site in a way that would violate the GrammLeach-Bliley Act (GLBA).
The Site is intended for users who are at least 18 years old. Persons under the age
of 18 are not permitted to use or register for the Site.
2. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our proprietary property and all source code,
databases, functionality, software, website designs, audio, video, text, photographs,
and graphics on the Site (collectively, the “Content”) and the trademarks, service
marks, and logos contained therein (the “Marks”) are owned or controlled by us or
licensed to us, and are protected by copyright and trademark laws and various other
intellectual property rights and unfair competition laws of the United States,
international copyright laws, and international conventions. The Content and the
Marks are provided on the Site “AS IS” for your information and personal use only.
Except as expressly provided in these Terms of Use, no part of the Site and no
Content or Marks may be copied, reproduced, aggregated, republished, uploaded,
posted, publicly displayed, encoded, translated, transmitted, distributed, sold,
licensed, or otherwise exploited for any commercial purpose whatsoever, without our
express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to
access and use the Site and to download or print a copy of any portion of the Content
to which you have properly gained access solely for your personal, non-commercial
use. We reserve all rights not expressly granted to you in and to the Site, the Content
and the Marks.
3. USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) all registration information you
submit will be true, accurate, current, and complete; (2) you will maintain the
accuracy of such information and promptly update such registration information as
necessary; (3) you have the legal capacity and you agree to comply with these Terms
of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not
access the Site through automated or non-human means, whether through a bot,
script or otherwise; (6) you will not use the Site for any illegal or unauthorized
purpose; and (7) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete,
we have the right to suspend or terminate your account and refuse any and all
current or future use of the Site (or any portion thereof).
4. USER REGISTRATION
You may be required to register with the Site. You agree to keep your password
confidential and will be responsible for all use of your account and password. We
reserve the right to remove, reclaim, or change a username you select if we
determine, in our sole discretion, that such username is inappropriate, obscene, or
otherwise objectionable.
5. FEES AND PAYMENT
We accept the following forms of payment:
You may be required to purchase or pay a fee to access some of our services. You
agree to provide current, complete, and accurate purchase and account information
for all purchases made via the Site. You further agree to promptly update account
and payment information, including email address, payment method, and payment
card expiration date, so that we can complete your transactions and contact you as
needed. We bill you through an online billing account for purchases made via the
Site. Sales tax will be added to the price of purchases as deemed required by us. We
may change prices at any time. All payments shall be in Canadian Dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases,
and you authorize us to charge your chosen payment provider for any such amounts
upon making your purchase. If your purchase is subject to recurring charges, then
you consent to our charging your payment method on a recurring basis without
requiring your prior approval for each recurring charge, until you notify us of your
cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have
already requested or received payment. We also reserve the right to refuse any order
placed through the Site.
6. CANCELLATION
All purchases are non-refundable. You can cancel your subscription at any time by
contacting us using the contact information provided below. Your cancellation will
take effect at the end of the current paid term.
If you are unsatisfied with our services, please email us at info@tanetworks.ca or call
us at 1-866-226-2749.
7. SOFTWARE
We may include software for use in connection with our services. If such software is
accompanied by an end user license agreement (“EULA”), the terms of the EULA will
govern your use of the software. If such software is not accompanied by a EULA,
then we grant to you a non-exclusive, revocable, personal, and non-transferable
license to use such software solely in connection with our services and in accordance
with these Terms of Use. Any Software and any related documentation is provided
“as is” without warranty of any kind, either express or implied, including, without
limitation, the implied warranties of merchantability, fitness for a particular purpose, or
non-infringement. You accept any and all risk arising out of use or performance of
any Software. You may not reproduce or redistribute any software except in
accordance with the EULA or these Terms of Use.
8. PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we
make the Site available. The Site may not be used in connection with any
commercial endeavors except those that are specifically endorsed or approved by
us.
As a user of the Site, you agree not to:
Systematically retrieve data or other content from the Site to create or compile,
directly or indirectly, a collection, compilation, database, or directory without
written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn
sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the
Site, including features that prevent or restrict the use or copying of any
Content or enforce limitations on the use of the Site and/or the Content
contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Use any information obtained from the Site in order to harass, abuse, or harm
another person.
Make improper use of our support services or submit false reports of abuse or
misconduct.
Use the Site in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Site.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses,
or other material, including excessive use of capital letters and spamming
(continuous posting of repetitive text), that interferes with any party’s
uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts,
alters, or interferes with the use, features, functions, operation, or maintenance
of the Site.
Engage in any automated use of the system, such as using scripts to send
comments or messages, or using any data mining, robots, or similar data
gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of
another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts
as a passive or active information collection or transmission mechanism,
including without limitation, clear graphics interchange formats (“gifs”), 1×1
pixels, web bugs, cookies, or other similar devices (sometimes referred to as
“spyware” or “passive collection mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Site or the networks
or services connected to the Site.
Harass, annoy, intimidate, or threaten any of our employees or agents
engaged in providing any portion of the Site to you.
Attempt to bypass any measures of the Site designed to prevent or restrict
access to the Site, or any portion of the Site.
Copy or adapt the Site’s software, including but not limited to Flash, PHP,
HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or
reverse engineer any of the software comprising or in any way making up a
part of the Site.
Except as may be the result of standard search engine or Internet browser
usage, use, launch, develop, or distribute any automated system, including
without limitation, any spider, robot, cheat utility, scraper, or offline reader that
accesses the Site, or using or launching any unauthorized script or other
software.
Use a buying agent or purchasing agent to make purchases on the Site.
Make any unauthorized use of the Site, including collecting usernames and/or
email addresses of users by electronic or other means for the purpose of
sending unsolicited email, or creating user accounts by automated means or
under false pretenses.
Use the Site as part of any effort to compete with us or otherwise use the Site
and/or the Content for any revenue-generating endeavor or commercial
enterprise.
Sell or otherwise transfer your profile.
9. USER GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message
boards, online forums, and other functionality, and may provide you with the
opportunity to create, submit, post, display, transmit, perform, publish, distribute, or
broadcast content and materials to us or on the Site, including but not limited to text,
writings, video, audio, photographs, graphics, comments, suggestions, or personal
information or other material (collectively, “Contributions”). Contributions may be
viewable by other users of the Site and through third-party websites. As such, any
Contributions you transmit may be treated as non-confidential and non-proprietary.
When you create or make available any Contributions, you thereby represent and
warrant that:
The creation, distribution, transmission, public display, or performance, and the
accessing, downloading, or copying of your Contributions do not and will not
infringe the proprietary rights, including but not limited to the copyright, patent,
trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licenses, rights,
consents, releases, and permissions to use and to authorize us, the Site, and
other users of the Site to use your Contributions in any manner contemplated
by the Site and these Terms of Use.
You have the written consent, release, and/or permission of each and every
identifiable individual person in your Contributions to use the name or likeness
of each and every such identifiable individual person to enable inclusion and
use of your Contributions in any manner contemplated by the Site and these
Terms of Use.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional
materials, pyramid schemes, chain letters, spam, mass mailings, or other
forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing,
libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse
anyone.
Your Contributions are not used to harass or threaten (in the legal sense of
those terms) any other person and to promote violence against a specific
person or class of people.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third
party.
Your Contributions do not violate any applicable law concerning child
pornography, or otherwise intended to protect the health or well-being of
minors.
Your Contributions do not include any offensive comments that are connected
to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any
provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may
result in, among other things, termination or suspension of your rights to use the Site.
10. CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site or making Contributions
accessible to the Site by linking your account from the Site to any of your social
networking accounts, you automatically grant, and you represent and warrant that
you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual,
non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to
host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive,
store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt
(in whole or in part), and distribute such Contributions (including, without limitation,
your image and voice) for any purpose, commercial, advertising, or otherwise, and to
prepare derivative works of, or incorporate into other works, such Contributions, and
grant and authorize sublicenses of the foregoing. The use and distribution may occur
in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter
developed, and includes our use of your name, company name, and franchise name,
as applicable, and any of the trademarks, service marks, trade names, logos, and
personal and commercial images you provide. You waive all moral rights in your
Contributions, and you warrant that moral rights have not otherwise been asserted in
your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of
all of your Contributions and any intellectual property rights or other proprietary rights
associated with your Contributions. We are not liable for any statements or
representations in your Contributions provided by you in any area on the Site. You
are solely responsible for your Contributions to the Site and you expressly agree to
exonerate us from any and all responsibility and to refrain from any legal action
against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise
change any Contributions; (2) to re-categorize any Contributions to place them in
more appropriate locations on the Site; and (3) to pre-screen or delete any
Contributions at any time and for any reason, without notice. We have no obligation
to monitor your Contributions.
11. GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave reviews or ratings. When posting a
review, you must comply with the following criteria: (1) you should have firsthand
experience with the person/entity being reviewed; (2) your reviews should not contain
offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews
should not contain discriminatory references based on religion, race, gender, national
origin, age, marital status, sexual orientation, or disability; (4) your reviews should not
contain references to illegal activity; (5) you should not be affiliated with competitors if
posting negative reviews; (6) you should not make any conclusions as to the legality
of conduct; (7) you may not post any false or misleading statements; and (8) you may
not organize a campaign encouraging others to post reviews, whether positive or
negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely
no obligation to screen reviews or to delete reviews, even if anyone considers
reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not
necessarily represent our opinions or the views of any of our affiliates or partners. We
do not assume liability for any review or for any claims, liabilities, or losses resulting
from any review. By posting a review, you hereby grant to us a perpetual, nonexclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and
license to reproduce, modify, translate, transmit by any means, display, perform,
and/or distribute all content relating to reviews.
12. MOBILE APPLICATION LICENSE
Use License
If you access the Site via a mobile application, then we grant you a revocable, nonexclusive, non-transferable, limited right to install and use the mobile application on
wireless electronic devices owned or controlled by you, and to access and use the
mobile application on such devices strictly in accordance with the terms and
conditions of this mobile application license contained in these Terms of Use. You
shall not: (1) except as permitted by applicable law, decompile, reverse engineer,
disassemble, attempt to derive the source code of, or decrypt the application; (2)
make any modification, adaptation, improvement, enhancement, translation, or
derivative work from the application; (3) violate any applicable laws, rules, or
regulations in connection with your access or use of the application; (4) remove, alter,
or obscure any proprietary notice (including any notice of copyright or trademark)
posted by us or the licensors of the application; (5) use the application for any
revenue generating endeavor, commercial enterprise, or other purpose for which it is
not designed or intended; (6) make the application available over a network or other
environment permitting access or use by multiple devices or users at the same time;
(7) use the application for creating a product, service, or software that is, directly or
indirectly, competitive with or in any way a substitute for the application; (8) use the
application to send automated queries to any website or to send any unsolicited
commercial e-mail; or (9) use any proprietary information or any of our interfaces or
our other intellectual property in the design, development, manufacture, licensing, or
distribution of any applications, accessories, or devices for use with the application.
Apple and Android Devices
The following terms apply when you use a mobile application obtained from either the
Apple Store or Google Play (each an “App Distributor”) to access the Site: (1) the
license granted to you for our mobile application is limited to a non-transferable
license to use the application on a device that utilizes the Apple iOS or Android
operating systems, as applicable, and in accordance with the usage rules set forth in
the applicable App Distributor’s terms of service; (2) we are responsible for providing
any maintenance and support services with respect to the mobile application as
specified in the terms and conditions of this mobile application license contained in
these Terms of Use or as otherwise required under applicable law, and you
acknowledge that each App Distributor has no obligation whatsoever to furnish any
maintenance and support services with respect to the mobile application; (3) in the
event of any failure of the mobile application to conform to any applicable warranty,
you may notify the applicable App Distributor, and the App Distributor, in accordance
with its terms and policies, may refund the purchase price, if any, paid for the mobile
application, and to the maximum extent permitted by applicable law, the App
Distributor will have no other warranty obligation whatsoever with respect to the
mobile application; (4) you represent and warrant that (i) you are not located in a
country that is subject to a U.S. government embargo, or that has been designated
by the U.S. government as a “terrorist supporting” country and (ii) you are not listed
on any U.S. government list of prohibited or restricted parties; (5) you must comply
with applicable third-party terms of agreement when using the mobile application,
e.g., if you have a VoIP application, then you must not be in violation of their wireless
data service agreement when using the mobile application; and (6) you acknowledge
and agree that the App Distributors are third-party beneficiaries of the terms and
conditions in this mobile application license contained in these Terms of Use, and
that each App Distributor will have the right (and will be deemed to have accepted
the right) to enforce the terms and conditions in this mobile application license
contained in these Terms of Use against you as a third-party beneficiary thereof.
13. SOCIAL MEDIA
As part of the functionality of the Site, you may link your account with online accounts
you have with third-party service providers (each such account, a “Third-Party
Account”) by either: (1) providing your Third-Party Account login information through
the Site; or (2) allowing us to access your Third-Party Account, as is permitted under
the applicable terms and conditions that govern your use of each Third-Party
Account. You represent and warrant that you are entitled to disclose your Third-Party
Account login information to us and/or grant us access to your Third-Party Account,
without breach by you of any of the terms and conditions that govern your use of the
applicable Third-Party Account, and without obligating us to pay any fees or making
us subject to any usage limitations imposed by the third-party service provider of the
Third-Party Account. By granting us access to any Third-Party Accounts, you
understand that (1) we may access, make available, and store (if applicable) any
content that you have provided to and stored in your Third-Party Account (the “Social
Network Content”) so that it is available on and through the Site via your account,
including without limitation any friend lists and (2) we may submit to and receive from
your Third-Party Account additional information to the extent you are notified when
you link your account with the Third-Party Account. Depending on the Third-Party
Accounts you choose and subject to the privacy settings that you have set in such
Third-Party Accounts, personally identifiable information that you post to your ThirdParty Accounts may be available on and through your account on the Site. Please
note that if a Third-Party Account or associated service becomes unavailable or our
access to such Third-Party Account is terminated by the third-party service provider,
then Social Network Content may no longer be available on and through the Site.
You will have the ability to disable the connection between your account on the Site
and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR
RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED
WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR
AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no
effort to review any Social Network Content for any purpose, including but not limited
to, for accuracy, legality, or non-infringement, and we are not responsible for any
Social Network Content. You acknowledge and agree that we may access your email
address book associated with a Third-Party Account and your contacts list stored on
your mobile device or tablet computer solely for purposes of identifying and informing
you of those contacts who have also registered to use the Site. You can deactivate
the connection between the Site and your Third-Party Account by contacting us using
the contact information below or through your account settings (if applicable). We will
attempt to delete any information stored on our servers that was obtained through
such Third-Party Account, except the username and profile picture that become
associated with your account.
14. SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas,
feedback, or other information regarding the Site (“Submissions”) provided by you to
us are non-confidential and shall become our sole property. We shall own exclusive
rights, including all intellectual property rights, and shall be entitled to the unrestricted
use and dissemination of these Submissions for any lawful purpose, commercial or
otherwise, without acknowledgment or compensation to you. You hereby waive all
moral rights to any such Submissions, and you hereby warrant that any such
Submissions are original with you or that you have the right to submit such
Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
15. U.S. GOVERNMENT RIGHTS
Our services are “commercial items” as defined in Federal Acquisition Regulation
(“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within
the Department of Defense (“DOD”), our services are subject to the terms of these
Terms of Use in accordance with FAR 12.212 (for computer software) and FAR
12.211 (for technical data). If our services are acquired by or on behalf of any agency
within the Department of Defense, our services are subject to the terms of these
Terms of Use in accordance with Defense Federal Acquisition Regulation (“DFARS”)
227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by
the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any
other FAR, DFARS, or other clause or provision that addresses government rights in
computer software or technical data under these Terms of Use.
16. SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of
these Terms of Use; (2) take appropriate legal action against anyone who, in our sole
discretion, violates the law or these Terms of Use, including without limitation,
reporting such user to law enforcement authorities; (3) in our sole discretion and
without limitation, refuse, restrict access to, limit the availability of, or disable (to the
extent technologically feasible) any of your Contributions or any portion thereof; (4) in
our sole discretion and without limitation, notice, or liability, to remove from the Site or
otherwise disable all files and content that are excessive in size or are in any way
burdensome to our systems; and (5) otherwise manage the Site in a manner
designed to protect our rights and property and to facilitate the proper functioning of
the Site.
17. PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy:
https://tanetworks.ca/privacy-policy/. By using the Site, you agree to be bound by
our Privacy Policy, which is incorporated into these Terms of Use. Please be advised
the Site is hosted in Canada. If you access the Site from any other region of the
world with laws or other requirements governing personal data collection, use, or
disclosure that differ from applicable laws in Canada, then through your continued
use of the Site, you are transferring your data to Canada, and you agree to have your
data transferred to and processed in Canada.
18. TERM AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE
RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE
OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING
BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR
FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY
REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS
OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE
YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT
AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME,
WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your account for any reason, you are prohibited from
registering and creating a new account under your name, a fake or borrowed name,
or the name of any third party, even if you may be acting on behalf of the third party.
In addition to terminating or suspending your account, we reserve the right to take
appropriate legal action, including without limitation pursuing civil, criminal, and
injunctive redress.
19. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any
time or for any reason at our sole discretion without notice. However, we have no
obligation to update any information on our Site. We also reserve the right to modify
or discontinue all or part of the Site without notice at any time. We will not be liable to
you or any third party for any modification, price change, suspension, or
discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience
hardware, software, or other problems or need to perform maintenance related to the
Site, resulting in interruptions, delays, or errors. We reserve the right to change,
revise, update, suspend, discontinue, or otherwise modify the Site at any time or for
any reason without notice to you. You agree that we have no liability whatsoever for
any loss, damage, or inconvenience caused by your inability to access or use the
Site during any downtime or discontinuance of the Site. Nothing in these Terms of
Use will be construed to obligate us to maintain and support the Site or to supply any
corrections, updates, or releases in connection therewith.
20. GOVERNING LAW
These Terms shall be governed by and defined following the laws of Canada. TA
Networks Inc and yourself irrevocably consent that the courts of Canada shall have
exclusive jurisdiction to resolve any dispute which may arise in connection with these
terms.
21. DISPUTE RESOLUTION
Informal Negotiations
To expedite resolution and control the cost of any dispute, controversy, or claim
related to these Terms of Use (each “Dispute” and collectively, the “Disputes”)
brought by either you or us (individually, a “Party” and collectively, the “Parties”), the
Parties agree to first attempt to negotiate any Dispute (except those Disputes
expressly provided below) informally for at least thirty (30) days before initiating
arbitration. Such informal negotiations commence upon written notice from one Party
to the other Party.
Binding Arbitration
Any dispute arising out of or in connection with this contract, including any question
regarding its existence, validity, or termination, shall be referred to and finally
resolved by the International Commercial Arbitration Court under the European
Arbitration Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules
of this ICAC, which, as a result of referring to it, is considered as the part of this
clause. The number of arbitrators shall be one (1). The seat, or legal place, of
arbitration shall be Mississauga, Canada. The language to be used in the arbitral
proceedings shall be English. The governing law of the contract shall be the
substantive law of Canada.
Restrictions
The Parties agree that any arbitration shall be limited to the Dispute between the
Parties individually. To the full extent permitted by law, (a) no arbitration shall be
joined with any other proceeding; (b) there is no right or authority for any Dispute to
be arbitrated on a class-action basis or to utilize class action procedures; and (c)
there is no right or authority for any Dispute to be brought in a purported
representative capacity on behalf of the general public or any other persons.
Exceptions to Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not subject to the above provisions
concerning informal negotiations and binding arbitration: (a) any Disputes seeking to
enforce or protect, or concerning the validity of, any of the intellectual property rights
of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy,
invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this
provision is found to be illegal or unenforceable, then neither Party will elect to
arbitrate any Dispute falling within that portion of this provision found to be illegal or
unenforceable and such Dispute shall be decided by a court of competent jurisdiction
within the courts listed for jurisdiction above, and the Parties agree to submit to the
personal jurisdiction of that court.
22. CORRECTIONS
There may be information on the Site that contains typographical errors,
inaccuracies, or omissions, including descriptions, pricing, availability, and various
other information. We reserve the right to correct any errors, inaccuracies, or
omissions and to change or update the information on the Site at any time, without
prior notice.
23. DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE
THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE
RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND
YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE
SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE
AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1)
ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2)
PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER,
RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY
UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR
ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION
STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE
SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY
CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND
INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,
TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT
WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY
PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY
THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR
MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING,
AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR
MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A
PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT,
YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE
APPROPRIATE.
24. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE
LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT,
CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE
DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR
OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN,
OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS
OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE
AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD
PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND
INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF
THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR
LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL
RIGHTS.
25. INDEMNIFICATION
You agree to defend, indemnify, and hold us harmless, including our subsidiaries,
affiliates, and all of our respective officers, agents, partners, and employees, from
and against any loss, damage, liability, claim, or demand, including reasonable
attorneys’ fees and expenses, made by any third party due to or arising out of: (1)
your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any
breach of your representations and warranties set forth in these Terms of Use; (5)
your violation of the rights of a third party, including but not limited to intellectual
property rights; or (6) any overt harmful act toward any other user of the Site with
whom you connected via the Site. Notwithstanding the foregoing, we reserve the
right, at your expense, to assume the exclusive defense and control of any matter for
which you are required to indemnify us, and you agree to cooperate, at your
expense, with our defense of such claims. We will use reasonable efforts to notify
you of any such claim, action, or proceeding which is subject to this indemnification
upon becoming aware of it.
26. USER DATA
We will maintain certain data that you transmit to the Site for the purpose of
managing the performance of the Site, as well as data relating to your use of the Site.
Although we perform regular routine backups of data, you are solely responsible for
all data that you transmit or that relates to any activity you have undertaken using the
Site. You agree that we shall have no liability to you for any loss or corruption of any
such data, and you hereby waive any right of action against us arising from any such
loss or corruption of such data.
27. ELECTRONIC COMMUNICATIONS, TRANSACTIONS,
AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic
communications. You consent to receive electronic communications, and you agree
that all agreements, notices, disclosures, and other communications we provide to
you electronically, via email and on the Site, satisfy any legal requirement that such
communication be in writing. YOU HEREBY AGREE TO THE USE OF
ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS,
AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF
TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You
hereby waive any rights or requirements under any statutes, regulations, rules,
ordinances, or other laws in any jurisdiction which require an original signature or
delivery or retention of non-electronic records, or to payments or the granting of
credits by any means other than electronic means.
28. CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint
Assistance Unit of the Division of Consumer Services of the California Department of
Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento,
California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
29. MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in
respect to the Site constitute the entire agreement and understanding between you
and us. Our failure to exercise or enforce any right or provision of these Terms of Use
shall not operate as a waiver of such right or provision. These Terms of Use operate
to the fullest extent permissible by law. We may assign any or all of our rights and
obligations to others at any time. We shall not be responsible or liable for any loss,
damage, delay, or failure to act caused by any cause beyond our reasonable control.
If any provision or part of a provision of these Terms of Use is determined to be
unlawful, void, or unenforceable, that provision or part of the provision is deemed
severable from these Terms of Use and does not affect the validity and enforceability
of any remaining provisions. There is no joint venture, partnership, employment or
agency relationship created between you and us as a result of these Terms of Use or
use of the Site. You agree that these Terms of Use will not be construed against us
by virtue of having drafted them. You hereby waive any and all defenses you may
have based on the electronic form of these Terms of Use and the lack of signing by
the parties hereto to execute these Terms of Use.
30. CONTACT US
In order to resolve a complaint regarding the Site or to receive further information
regarding use of the Site, please contact us at:
TA Networks Inc
6750 Davand Drive
Mississauaga L5T2L8
Canada
Phone: 1-866-226-2749
info@tanetworks.ca