TERMS OF USE

Trademark Notices

Cetaris and other product and service names included on this site are registered trademarks of Cetaris Inc. All other brands, product names and company names mentioned herein may be trademarks or registered trademarks of their respective holders.

1. Acceptance of Terms

The following are terms of a legal agreement between you and Cetaris Inc. on its behalf and on behalf of its subsidiaries and affiliates. By accessing, browsing and/or using this site, you acknowledge that you have read, understood and agree to abide by and comply with all terms, conditions and notices contained in or referenced by these Terms and Conditions of Use. You further agree to be governed by any additional terms and conditions that may apply to you arising out your accessing, browsing and/or using of this site, whether contained on this site or in a separate agreement with Cetaris. In the event of any conflict between these Terms and Conditions of Use and such additional terms and conditions, such additional terms and conditions shall govern to the extent of the conflict. Cetaris reserves the right, in its discretion, to update or revise these Terms and Conditions of Use and to post such updated or revised Terms and Conditions of Use on this site. If you do not agree to these Terms and Conditions of Use, please do not use this site. Please check the Terms and Conditions of Use periodically for changes. Your continued use of this site following the posting of any changes to the Terms and Conditions of Use constitutes acceptance of those changes.

2. Privacy

From time to time, you may be requested to provide Cetaris with personal information. Such personal information is subject to Cetaris’ Privacy Policy .

3. Third Party Information and Links

This site may contain links to third party Web sites (“Linked Sites”), and may incorporate information obtained from third parties (“Third Party Information”). The Linked Sites and Third Party Information are not under the control of Cetaris, and Cetaris is not responsible for the contents of any Linked Site or Third Party Information, including without limitation the accuracy, copyright compliance, legality, decency, links or any other aspect of the Linked Sites. Cetaris is not responsible for any form of transmission received from any Linked Site nor is Cetaris responsible if the Linked Site is not working appropriately. Cetaris provides such links and information to you only as a convenience, and the inclusion of any link or Third Party Information does not imply endorsement by Cetaris of the site or any association with its operators. You are responsible for viewing and abiding by the privacy statements and terms of use posted at the Linked Sites.

Any dealings with third parties conducted through the site or Linked Sites, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the third party. Cetaris shall not be responsible or liable for any part of any such dealings.

4. Your Use Obligations

In consideration of your use of any services provided on the site, you agree to: (a) provide true, accurate, current and complete information about yourself where prompted by the site (such information being the “Personal Data”) and (b) maintain and promptly update the Personal Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Cetaris has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Cetaris has the right to suspend or terminate any services provided to you by Cetaris and refuse any and all current or future use of Cetaris services (or any portion thereof). You are responsible for all activities undertaken by you using any service provided by Cetaris, including, without limitation, access to materials on the Internet (whether at a password protected site or not) and use of email. All such activities are at your own risk. You shall not use, nor permit others to use, this site or any Cetaris services provided through this site in a manner or for a purpose contrary to these Terms and Conditions of Use. In the event that you access other networks or computing resources, you agree to abide by their respective usage policies. You are responsible for all activities that occur under your password or account, and will keep your password(s) confidential. You will immediately notify us of any unauthorized use of your password or account or any other breach of security. You will not disrupt the functioning of the site, solicit another user’s password, or otherwise act in a way that interferes with other users’ use of the site. Nor may you post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information.

5. Prohibited Uses

You may not use this site in any manner which could damage, disable, overburden or impair this site and/or interfere with any other party’s use and enjoyment of this site. You may not attempt to gain unauthorized access to this site, other accounts, computer systems or networks connected to this site, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available to you through this site.

This site may contain e-mail services and/or other message or communication facilities designed to enable you to communicate with others (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, 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:

Use the Communication Service in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise).

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, post, email, transmit or otherwise make available any material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as software protected by intellectual property laws, inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

Upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including without limitation, Trojan horses, worms, time bombs, cancelbots or corrupted files.

Post, publish, modify, transmit, reproduce, or distribute in any way, information, software or other materials or tools designed for compromising the security of the Communication Services, our network or telecommunication services.

Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.

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 email headers, author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of email, software or other material in order to disguise the origin of such email, software or material.

Restrict or inhibit any other user from using and enjoying the Communication Services, or create an unusually large burden on the Communication Services, such as by generating levels of traffic sufficient to impede others’ ability to send or retrieve information.

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 prior written authorization from such owners of such information.

Resell any of the Communication Services or use the Communication Services other than for your own personal purposes. Without limiting the foregoing, you agree that you will not use the Communication Services to provide Internet access or any other feature of the Communication Services to any third party.

Violate any applicable laws or regulations. Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity, or create a false identity to mislead others.

Cetaris has no obligation to monitor the Communication Services. However, Cetaris reserves the right to review materials posted to or sent through a Communication Service and to remove any materials in its sole discretion. Cetaris further reserves the right to terminate your access to any or all of the Communication Services and this site at any time, without notice, for any reason whatsoever.

Cetaris reserves the right at all times to disclose any information as Cetaris deems 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 Cetaris’ sole discretion.

6. Personal and Non-Commercial Use

Unless otherwise specified, the content provided on this site are for your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, software, products or services obtained from this site.

7. International Use

As this site may be accessed globally, if you choose to access this site from locations other than the United States or Canada, you do so on your own initiative and you are responsible for compliance with all applicable local use controls, laws and regulations, including those relating to the transmission of technical data exported from or imported to Canada or the country in which you reside.

8. Disclaimer of Warranties

ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND OTHER CONTENT CONTAINED IN THIS SITE, OR OBTAINED FROM A LINKED SITE IS PROVIDED TO YOU “AS IS” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SECURITY OR ACCURACY. CETARIS HAS MADE REASONABLE EFFORTS TO POST CURRENT AND ACCURATE INFORMATION ON THIS SITE; HOWEVER, CETARIS ASSUMES NO RESPONSIBILITY FOR ANY ERRORS, OMISSIONS OR INACCURACIES WHATSOEVER IN THE INFORMATION PROVIDED IN THIS SITE. UNDER NO CIRCUMSTANCES WILL CETARIS BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THIS SITE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ANY INFORMATION PROVIDED, AND USE OF THIS SITE IS SOLELY AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

9. Limitation of Liability

YOU SPECIFICALLY AGREE THAT CETARIS SHALL NOT BE RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY MATERIAL OR DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY TRANSACTIONS ENTERED INTO THROUGH THIS SITE. YOU SPECIFICALLY AGREE THAT CETARIS IS NOT RESPONSIBLE OR LIABLE FOR ANY THREATENING, DEFAMATORY, OBSCENE, OFFENSIVE OR ILLEGAL CONTENT OR CONDUCT OF ANY OTHER PARTY OR ANY INFRINGEMENT OF ANOTHER’S RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. YOU SPECIFICALLY AGREE THAT CETARIS IS NOT RESPONSIBLE FOR ANY CONTENT SENT USING THE COMMUNICATION SERVICES AND/OR INCLUDED IN THIS SITE BY ANY THIRD PARTY. IN NO EVENT SHALL CETARIS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, (INCLUDING WITHOUT LIMITATION, THOSE RESULTING FROM: (1) RELIANCE ON THE MATERIALS PRESENTED, (2) COSTS OF REPLACEMENT GOODS, (3) LOSS OF USE, DATA OR PROFITS, (4) DELAYS OR BUSINESS INTERRUPTIONS, (5) AND ANY THEORY OF LIABILITY) ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE THIS SITE, WHETHER OR NOT CETARIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

10. Indemnification

Upon reasonable request by Cetaris, you agree to defend, indemnify and hold harmless Cetaris and its employees, contractors, officers and directors from all liabilities, claims and expenses, including attorney’s fees, that arise from your use or misuse of this site, including without limitation content sent or posted by you through the Communication Services, your connection to this site, your non-compliance with these terms and conditions of use, or your violation of any third-party rights. Cetaris reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Cetaris in asserting any available defenses.

11. Intellectual Property Rights

Neither you nor anyone acting on your behalf, including your employees, acquire any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright or trade-secrets, relating to the contents of this site, including without limitation, software and information, except as otherwise expressly specified in an appropriate license or other mutually agreed upon, written agreement that you may have with Cetaris. Any grants not expressly granted herein are reserved. All contents of this site are ©2017 Cetaris Inc. All rights reserved.

12. Violation of Terms and Conditions of Use and Termination

Where feasible (in Cetaris’ sole discretion), Cetaris will advise you of any inappropriate behavior on your part and any necessary corrective action. However, if this site or any Cetaris services are used in a way in which Cetaris, in its sole discretion, deems to violate these terms and conditions of use, Cetaris or its agent may take any responsible actions they deem appropriate. Such action may include, but is not limited to, temporary or permanent removal of content, filtering of Internet transmissions and the immediate suspension or termination of all or any portion of the Communication Services (including email services). Cetaris shall not be liable in any way for any such responsive actions. The above-described actions are not Cetaris’ exclusive remedies and Cetaris may take any other legal, equitable or technical action it deems appropriate. Cetaris reserves the right to investigate suspected violations of these terms and conditions of use. You hereby authorize Cetaris to cooperate with (1) law enforcement authorities in the investigation of suspected criminal violations and (2) system administrators at Internet service providers, networks or computing facilities in order to enforce these terms and conditions of use. Such cooperation may include Cetaris providing the username, IP address or other identifying information about you. Upon termination of any account you may have with Cetaris, you authorize Cetaris to delete any files, programs, data and email messages associated with such account. Notwithstanding the foregoing, Cetaris reserves the right, in its sole discretion, to terminate your access to this site and Cetaris services or any portion thereof, for any reason without notice.

13. Notice

All demands, notices, communications and reports required under these terms and conditions of use, including any notice of infringement of your copyright, shall be in writing and shall be either sent by facsimile transmission with confirmation to the number specified below or personally delivered or sent by reputable overnight courier services (delivery charges prepaid) to Cetaris at the address specified below:

Cetaris Inc. 41 Constellation Court Toronto, Ontario Canada M9W 1K4

Phone: 416.679.9555

Fax:416.679.9444

Attention: Corporate Counsel

14. General Provisions

This agreement is governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws provisions, and you agree to submit to the exclusive jurisdiction of the courts located in the Province of Ontario, Canada. The parties expressly agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act shall apply to these terms and conditions of use or to any contracts relating to goods or services obtained through this site. No joint venture, partnership, employment or agency relationship exists between you and Cetaris as a result of this agreement or use of this site and/or Cetaris services. Cetaris’ performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Cetaris’ right to comply with governmental, court and law enforcement requests or requirements relating to your use of this site, Cetaris services or information provided to or gathered by Cetaris with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between you and Cetaris with respect to this site and Cetaris services and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Cetaris with respect to this site and Cetaris services. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express will of the parties that this agreement and all related documents have been drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.