- Rights in GPS Connect and Content
The GPS Connect and all content provided on the GPS Connect is protected by copyright, trade-mark, and other applicable intellectual property and proprietary rights laws, and is owned, controlled, and/or licensed by GPS Connect and/or its related companies. Nothing contained on the GPS Connect should be considered as granting, by implication, estoppel, or otherwise, any license or right to use any trade-marks, logos, or other names, including, but not limited to, those identifying GPS Connect and/or its related companies or their respective products and services displayed on the GPS Connect, without the expressed written consent of GPS Connect or such third party that may own such trade-marks, logos and other names displayed on the GPS Connect.
- Use of GPS Connect and Content
2.1 No information or material from the GPS Connect may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way whatsoever except that you may download one copy of the materials on any single computer, for your personal, non-commercial home use only, provided you keep intact all copyright and proprietary notices. You agree that you do not acquire any ownership rights in any downloaded content. You agree to abide by all copyright notices, information and restrictions contained in any content on the GPS Connect and any content accessed through the GPS Connect. You are hereby advised that GPS Connect will aggressively enforce its intellectual property rights to the fullest extent permitted by law.
2.2 You will use the GPS Connect and any content, material, or information found on the GPS Connect solely for lawful purposes. You shall not upload to, distribute to, or otherwise disseminate through the GPS Connect any material or information of any kind that is libelous, defamatory, obscene, pornographic, abusive, or otherwise violates any law or infringes or violates any rights of any other person or entity, or contains a solicitation of funds, advertising, or a solicitation for goods or services. You will be solely responsible for the content of any material or information that you make available through the GPS Connect. You will also be liable for any loss or damage resulting, directly or indirectly, from your making any material or information available through the GPS Connect.
2.3 You hereby grant to GPS Connect a worldwide, royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute and sublicense any and all material or information submitted by you to the GPS Connect and/or to incorporate it in other works regardless of form, medium or technology.
- Disclaimer of Warranties & Limitation of Liability
3.1 The information contained on the GPS Connect is for informational purposes only and it is not intended to meet any particular user's need. Documents provided on the GPS Connect are provided as a service only, and do not constitute official versions of such documents. The GPS Connect, and all content, material, information or postings found on or accessed through the GPS Connect, are provided on an "as is" basis. GPS Connect, its related companies, and each of their respective directors, officers, employees, consultants and agents expressly disclaim any and all representations, warranties and conditions, express and implied, including, without limitation, any and all representations and warranties of title and non-infringement, and all implied warranties and conditions of merchantable quality, fitness for any particular purpose, suitability for any particular purpose, and any representations, warranties or conditions arising from any course of dealing or usage of trade, with respect to the GPS Connect or the content contained in or accessed through the GPS Connect. Neither GPS Connect nor its related companies, and each of their respective directors, officers, employees, consultants and agents makes any representations or warranties as to the accuracy, timeliness, reliability, truthfulness or completeness of the GPS Connect or the content contained in or accessed through the GPS Connect, including, but not limited to, the contents of any content, information, material, or posting found on the GPS Connect (including, but not limited to, any press releases or financial information), any services provided through the GPS Connect, or any links to other sites made available on the GPS Connect or the content contained on such site(s), or as to the continuous or error free use and operation of the internet or the GPS Connect. Neither GPS Connect nor its related companies, and each of their respective directors, officers, employees, consultants or agents makes any representations or warranties that the GPS Connect or access to and use of the GPS Connect will be uninterrupted, error free, or free from defects, viruses or other harmful components. You expressly agree that use of the GPS Connect is at your sole risk.
3.2 Information provided on the GPS Connect may contain references or cross references to GPS Connect, its affiliates and related companies' products and services that are not available in your local area and GPS Connect, its affiliates and related companies makes no representations or warranties as to the availability of such products and services in your local area and such references do not imply that GPS Connect, its related companies intend to provide such products or services in your local area. Web sites accessed via links or other means from the GPS Connect have, unless otherwise indicated, been independently developed by third parties. The inclusion of any information, material, content or links on the GPS Connect should not be construed as an express nor an implied endorsement of any third party products or services.
3.3 Under no circumstances, including, but not limited to, negligence, gross negligence, negligent misrepresentation and fundamental breach shall GPS Connect or its related companies, and each of their respective directors, officers, employees, consultants and agents be liable for any direct, indirect, incidental, special or consequential damages or any loss that result from the use of, or the inability to use, any content, information, material, or postings on the GPS Connect, directly or indirectly, or the transmission of confidential or sensitive information over the internet. These limitations apply regardless of whether the party liable or allegedly liable was advised, had other reason to know, or in fact knew of the possibility of such damages. You specifically acknowledge and agree that neither GPS Connect nor its related companies, nor each of their respective directors, officers, employees, consultants and agents shall be liable for any defamatory, offensive or illegal conduct of any user, including you.
- Indemnification
To the maximum extent permitted by applicable law, you will defend, indemnify and hold harmless GPS Connect, its affiliates and related companies, and each of their respective directors, officers, employees, consultants and agents from and against all claims, liability, and expenses, including all legal fees and costs, arising out of: (i) your breach of any provision of the Terms and Conditions; or (ii) your use of the GPS Connect, the content contained in the GPS Connect and the placement or transmission of any information or other materials on the GPS Connect made by you or others using your account. You agree to promptly notify GPS Connect immediately after you become aware of any unauthorized use of your account and to take such reasonable steps as are necessary to prevent any reoccurrence of such event. GPS Connect reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defense of any claim.
- Recourse
If you are dissatisfied with the GPS Connect or with the Terms and Conditions, your sole and exclusive remedy is to discontinue using the GPS Connect. In such an event, you agree to destroy all materials obtained by you on the GPS Connect and any and all other GPS Connect(s) and all copies thereof. The Terms and Conditions shall survive any such termination.
- Miscellaneous Terms
Any disputes arising hereunder shall be governed exclusively by the laws of the province of Ontario and the laws of Canada applicable therein, without giving effect to their conflict of laws principles. You expressly consent to the exclusive forum, jurisdiction, and venue of the courts of Ontario and/or the Federal Court of Canada in Ontario, or any other judicial district or jurisdiction as GPS Connect may determine in any and all actions, disputes, or controversies relating hereto. The Terms and Conditions and any rules, policies, guidelines or other agreements posted on the GPS Connect by GPS Connect constitute the entire agreement between GPS Connect and you with respect to your use of the GPS Connect. Notwithstanding the foregoing, any products or services which you purchase through the GPS Connect shall be subject to all terms and conditions relating to such purchase provided to you from time to time including, without limitation, all terms and conditions posted on the GPS Connect and all terms and conditions delivered to you (in any manner or form) in connection with any products or services purchased. No waiver by either GPS Connect or you of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If any provisions contained herein shall be determined to be void, invalid, or otherwise enforceable by a court of competent jurisdiction, such termination shall not affect the remaining provisions contained herein.
The parties have required that the Terms and Conditions and all documents relating thereto be drawn up in English.