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TERMS OF SERVICE
These Terms of Service (the "Agreement") are a legal agreement between you as an "Authorized User", and WIRL Online Corporation ("Company").
IF YOU ARE AN EMPLOYEE WHO HAS RECEIVED AN AUTHENTICATION ID FROM YOUR EMPLOYER, YOU ACKNOWLEDGE THAT YOUR EMPLOYER HAS PAID FOR THESE SERVICES, AND THAT YOUR USE OF THE SERVICES IS GOVERNED BY THE TERMS AND CONDITIONS AGREED TO BY YOUR EMPLOYER AND COMPANY. YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT BEFORE ACCESSING OR OTHERWISE USING THE SERVICES THAT MAY BE PROVIDED BY COMPANY UNDER THIS AGREEMENT. THIS AGREEMENT CONTAINS LIMITATIONS OF LIABILITY AND PROVISIONS DEALING WITH THE USE OF INFORMATION, INCLUDING PERSONAL INFORMATION. READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING. IF YOU DO NOT ACCEPT THIS AGREEMENT AS AN AUTHORIZED USER, INCLUDING BUT NOT LIMITED TO, ACKNOWLEDGING THE RIGHTS THE COMPANY HAS TO ACCESS YOUR USE OF THE SERVICES AND CONTENT AND USE ANY CONTENT THAT YOU UPLOAD FOR THE PURPOSES SET OUT BELOW, MAKE NO USE OF THE SERVICES, EXIT OUT OF THIS WEBSITE AND ADVISE YOUR EMPLOYER.
IF YOU DO NOT HAVE AN AUTHENTICATION ID, BUT ARE A NEW USER WHO WISHES TO ACCESS THESE SERVICES, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT BEFORE ACCESSING OR OTHERWISE USING THE SERVICES THAT MAY BE PROVIDED BY COMPANY UNDER THIS AGREEMENT. THIS AGREEMENT CONTAINS LIMITATIONS OF LIABILITY AND PROVISIONS DEALING WITH THE USE OF INFORMATION, INCLUDING PERSONAL INFORMATION. READ THIS AGREEMENT CAREFULLY BEFORE PROCEEDING. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST MAKE NO USE OF THE SERVICES AND EXIT OUT OF THIS WEBSITE.
1. User IDs
If you do not have an Authentication ID, you will have to create, upon subscription, a user identification number ("User IDs"), User password, login information, and any other security or access information (collectively, "User Account Information") to access the Services and Website. You are responsible for maintaining the accuracy, confidentiality and security of the User Account Information. You will be responsible for all electronic communications, including account registration and other account holder information, email and other data entered using the User Account Information. You agree to immediately notify Company if you become aware of any loss, theft or unauthorized use of any User Account Information. Company reserves the right to deny you access to the Services (or any part thereof) if Company reasonably believes that any loss, theft or unauthorized use of User Account Information has occurred, or if you have violated any of your obligations under this Agreement, including but not limited to those in Section 5. Your employer, if applicable, shall have the right to block your User ID at any time, and will have access to any and all information about your use of the Service and to any Content, as defined in Section 4, stored as part of the Service. If you are an Authorized User who received access to the Website, you acknowledge and agree to this access by your employer, if applicable.
2. Changes to Services
Company may change the terms and conditions of this Agreement from time to time in its sole discretion by posting the revised terms and conditions on its Website. If you do not accept the changed terms and conditions, you must immediately contact your employer, if applicable, and the Company Representative at firstname.lastname@example.org to discontinue your User ID and access to the Services and Website. You will be deemed to have accepted the changes to this Agreement if you continue the applicable account or use any of the Services or the Website after such time period.
Company and its licensors shall retain all right, title and interest in and to the Services and Website, including but not limited to all intellectual property rights in or to the Services and Website. To the extent that you develop or provide any comments, information, improvements or changes to the Services, Website, or Company's processes (collectively, "Feedback"), you hereby assign and transfer to Company any and all any rights in or to the Feedback, including but not limited to all intellectual property rights therein or thereto. Other than as provided as part of the Content, the trademarks and logos displayed on the Website (collectively, the "Trademarks") are the registered and unregistered marks of Company, its affiliates or licensors, and are protected by Canadian and international trademark laws. You shall not acquire any rights to the Trademarks and all goodwill arising from the use of the Trademarks shall enure to the benefit of Company. You agree not to cover, obscure, remove or alter any proprietary notices on the Services or Website.
Company does not monitor, control, validate or endorse any content submitted by you, other Authorized Users or performance feedback from unregistered users ("Content"). You represent and warrant that you own or have a valid license to use all Content used by you with the Services or Website, and that the Content is not and will not be unlawful, defamatory, libelous, abusive, threatening, pornographic or otherwise objectionable or unlawful, and does not infringe or misappropriate the patents, copyrights, trademarks, trade secrets or other intellectual property rights of any person. Access to Content is controlled by you. You acknowledge and agree that the Services, Website and Content, which may include personal information, will be stored and processed in multiple locations, including but not limited to inside the United States, and that the government, courts or law enforcement or regulatory agencies of those jurisdictions may be able to obtain disclosure of your personal information through the laws of those jurisdictions.
5. Obligations and Acceptable Use
You must use the Services in a responsible manner. You agree not to:
- (i) rent, sell, lease, lend, redistribute or sublicense the Services or Website or permit any third party to benefit from the use or functionality of the Services or Website via a rental, lease, timesharing, service bureau, or other arrangement;
- (ii) transmit any Content that constitutes, advocates, or encourages conduct that would constitute or give rise to a criminal offense, civil liability, or other violation of any Canadian provincial, territorial or national law, regulation or order, or any other international law, regulation or order;
- (iii) constitutes or contains false or misleading indications of origin or statements of fact;
- (iv) allow anyone other than Authorized Users to access Services or Website;
- (v) use the Services or Website in any way that does not comply with all applicable laws (including but not limited to applicable export control laws and Canada's Anti-Spam Legislation) or with this Agreement;
- (vi) use or access the Services or Website on any computer or device that you or your employer, if applicable, do not own or control;
- (vii) copy, modify, translate, adapt, or create derivative works of the Services or Website;
- (viii) circumvent any technical or security limitations in the Services or Website, or use any tool to enable features or functionalities that are otherwise disabled in the Services or Website;
- (ix) decode, decompile, disassemble, derive the source code or otherwise reverse engineer the Services or Website, except as otherwise permitted by applicable law or by licenses with respect to open source software included with them;
- (x) perform or attempt to perform any actions that would interfere with the proper working of the Services or Website, prevent access to or the use of the Services or Website by Company's other licensees or customers, or impose an unreasonable or disproportionately large load on Company's infrastructure;
- (xi) submit or transmit Content that is unlawful, harmful, spam, defamatory, libelous, abusive, threatening, pornographic or otherwise objectionable, or infringes or misappropriates the patents, copyrights, trademarks, trade secrets or other intellectual property rights of any person;
- (xii) transmit, distribute, or upload Content or programs that contain any viruses, Trojan horses, worms or other disabling devices or harmful components intended to damage, detrimentally interfere with, intercept, or expropriate any system, data, or personal information;
- (xiii) copy, modify, translate, adapt, create derivative works based upon, reproduce, republish, upload, post, transmit, resell or distribute in any way the material found on the Website, except as authorized in writing by Company; or
- (xiv) use the Services or Website in the operation of nuclear facilities, air traffic control, navigation or communication systems, medical devices or in other situations where the failure of the Services or Website could lead to personal injury, death or property damage.
Company has the right, but not the obligation, in its sole discretion, to remove any Content. Without limiting the foregoing, Company has the right, but not the obligation, to remove any Content that:
- (i) violates this Agreement; or
- (ii) is otherwise illegal or, in Company's sole discretion, is offensive or inappropriate. Upon such violation, Company will have the sole discretion to terminate your access to the Services or the Website. Although Company may from time to time monitor or review Content submitted by users, Company is under no obligation to do so and assumes no responsibility or liability arising from the Content or for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained therein.
6. Third Party Links
Company is not responsible for the content of services of any off-Website pages or any other websites linked to or from the Website. Links appearing on the Website are for convenience only and are not an endorsement by Company, or Company's affiliates or licensors. Your linking to or from any off-Website pages or other websites is at your own risk. Company is in no way responsible for examining or evaluating, and does not endorse, control or make any representations, warranties or conditions concerning the links or the third party sites, nor does Company assume any responsibility or liability for the actions, content, products, or services of such pages and websites, including, without limitation, their privacy statements and terms and conditions. It is your responsibility to verify any information contained within linked sites before relying on it. You should carefully review the terms and conditions and privacy policies of all off-Website pages and other websites that you visit.
The Services and Website offers you the opportunity to submit your own Content to communicate with other Authorized Users or solicit performance feedback from unregistered users. In order to submit your Content, you may be required to provide accurate and complete personal information, which will be collected pursuant to the Privacy Notice of the Website. Content uploaded by users does not represent the views of Company or its affiliates. Company is not responsible for verifying the accuracy of users' Content.
By uploading or submitting any Content, you automatically grant to Company and its designees a non-exclusive, royalty-free, fully paid up, worldwide, transferable, sub-licenseable, assignable, perpetual, irrevocable right and license to use, copy, store and display the Content solely for the purpose of enabling Company to perform the Services. Further, you hereby grant to Company a royalty-free, non-exclusive, perpetual right and license to use, copy, store and display your Content on an aggregated and anonymous basis only for the purposes of improving or developing enhancements to the Services or Website, or improving or enhancing the provision of services from Company without compensation to you. For all such materials that you submit to or through the Website, you represent and warrant that you have all rights necessary for you to grant the licenses granted in this section, and that such materials, and your provision thereof to and through the Website, comply with all applicable laws, rules and regulations. You further irrevocably waive any moral rights or other rights with respect to attribution of authorship or integrity of materials regarding all materials that you submit to or through the Site that you may have under any applicable law or under any legal theory.
THE SERVICES AND WEBSITE ARE PROVIDED "AS-IS" AND COMPANY DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT THE SERVICES OR WEBSITE WILL BE ACCESSIBLE WITHOUT INTERRUPTION OR THAT THIS WEBSITE OR THE SERVER THAT MAKES THIS WEBSITE AVAILABLE ARE FREE FROM ERRORS, DEFECTS, DESIGN FLAWS, OMISSIONS, VIRUSES, OR OTHER HARMFUL COMPONENTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE FOREGOING DISCLAIMERS. IN SUCH AN EVENT, THESE DISCLAIMERS SHALL NOT APPLY SOLELY TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW.
9. Limitation of Liability
IN NO EVENT WILL COMPANY, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION OR ANY OTHER DAMAGES ARISING OUT OF THE USE OF, OR INABILITY TO USE OR ACCESS THE SERVICES OR WEBSITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER RESULTING FROM OR AS A RESULT OF FUNDAMENTAL BREACH, BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER TORT. SOME JURISDICTIONS MAY NOT ALLOW THE FOREGOING LIMITATIONS. IN SUCH AN EVENT, THESE LIMITATIONS SHALL NOT APPLY SOLELY TO THE EXTENT NOT ALLOWED BY APPLICABLE LAW.
You agree to indemnify, defend, and hold harmless Company and its affiliates, and their respective officers, directors, shareholders, employees, agents, representatives, successors, and assigns (the "Indemnitees") from and against any claims, causes of action, damages, liabilities, losses, costs, or expenses (collectively, "Losses") that the Indemnitees incur or may incur arising from, resulting from, or arising in connection with:
- (1) your breach of this Agreement;
- (2) your use of the Services or your Content;
- (3) personal injury or tangible and intangible property damage, casualty or loss suffered or incurred by the Indemnitees in connection with your use of the Services (including loss of data) or Content (including damage, casualty or loss arising from the malicious acts of third parties which could have been prevented or avoided by you using reasonable protective means); and
- (4) your acts and omissions in connection with your use of the Services or uploading of Content.
Your obligations under this Agreement, as they now exist and may be amended in the future, shall continue for as long as you access or use the Services. You may terminate your obligations at any time by discontinuing your use of the Services. If you are dissatisfied with the Services or this Agreement, your sole and exclusive remedy is to discontinue use of the Services. This Agreement shall survive any such termination. If not terminated prior, this Agreement shall automatically terminate upon receipt of notice of termination or notice of resignation of your employment or engagement with your employer (if applicable), for any reason, and you will be required to immediately cease using the User Account Information and to return same.
The Privacy Notice provides you with notice regarding Company's practices regarding the collection, use, retention, and disclosure of personal information. Subject to the Privacy Notice, this Agreement constitutes the entire agreement between you and Company regarding your use of the Services and any other subject matter herein. If any portion of this Agreement is declared or held unlawful, invalid, or unenforceable, then such portion of this Agreement shall be deemed severed herefrom and shall not affect the validity or enforceability of the remainder of this Agreement.
If you access the Services from a location outside of Canada, you are responsible for compliance with all local laws and regulations. Unless applicable Canadian law requires otherwise, this Agreement will be governed by and construed in accordance with the laws of the Province of Ontario without regard to its choice of law or conflicts of law principles. You hereby agree that any cause of action you may have with respect to the Services must be filed in the superior court of the province or territory of Canada in which you reside or, if you are not a resident of Canada, in the Ontario Superior Court of Justice.
The failure of Company to enforce any provision of this Agreement, or to respond to a breach of this Agreement by you or other parties, shall not in any way constitute a waiver of Company's rights to subsequently enforce any provision of this Agreement against you or any other party.
Headings are included for convenience only, and shall not be considered in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." This Agreement is binding upon and shall enure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns.
Notices under this Agreement may be sent via email to Company to email@example.com.