THIS AGREEMENT CONTAINS LEGAL OBLIGATIONS. PLEASE READ THIS DOCUMENT CAREFULLY AND THOROUGHLY BEFORE YOU USE THIS WEB SITE. IF YOU DO NOT AGREE WITH THESE CONDITIONS, PLEASE EXIT THIS WEB SITE. YOUR ACCESS TO, AND USE OF, THIS WEB SITE IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS.
Welcome to www.wisplite.com (the "Website"), produced by Wisplite ("Wisplite"). If you choose to use or access this Website or any of the content, products or services (collectively called the "Information") available on this Website, you will be agreeing to be bound by all of the terms and conditions of this Agreement.
1. GENERAL PROVISIONS:
1.1 This Agreement is personal to you and you agree you may not assign your rights or obligations to anyone. These Terms of Service constitute an Agreement between the Website and Wisplite and you, pertaining to your use of the Website and its Information.
1.2 This Agreement can be assigned in connection with a re-organization, merger, amalgamation with another entity or the sale of all or substantially all of the assets of Wisplite.
1.3 Failure to insist upon or enforce strict performance of any right or provision of these Terms of Service shall not constitute or be construed as a waiver of any right or provision.
1.4 If any of the provisions in this Agreement, or parts thereof, are determined by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, such determination shall not affect the remaining provisions or parts thereof contained in this Agreement.
1.5 The parties to this Agreement have required that these Terms of Service, and all other documents relating thereto, be drawn up in English and that all communication whether written or verbal be in English.
1.7 Wisplite reserves the right in its sole discretion to modify, remove, add to or otherwise change any these Terms of Service in whole or in part at any time. If we do so we will post notice of change on our Website.
1.8 If any of the Terms of Service conditions of this Agreement, or any future changes, are unacceptable to you, you may terminate your use of the Information. Your continued use of the Website's Information, or following the posting of notice of any changes to this Agreement will indicate your acceptance of these operating rules including changes or modifications.
1.9 The Information comprising this Website isprovided for information purposes only and this Website does not contain any advice, recommendations, proposals, representations, warranties, guarantees, promises or obligations Wisplite, its affiliates, officers, directors or employees, or representatives thereof.
2. PERSONAL INFORMATION PRIVACY AND SECURITY:
2.1 Complete privacy, confidentiality and security is not yet possible over the Internet therefore your privacy and confidentiality cannot be absolutely guaranteed, although we will strive continuously to improve our software and systems to keep them as secure as possible.
2.2 You agree that your use of this Website, including all information that you send to this Website, may be accessed by or disclosed to or monitored by other person or persons. You also agree that Wisplite will not be responsible or liable for any harm or loss that you, or any other person, may suffer in any connection with your access to, or use of, this Website.
3. PROVISIONS FOR REGISTERED USERS:
3.1 As a registered users you agree and are bound by such agreement to be responsible:
- For maintaining the confidentiality of any USERID, passwords or other account identifiers that you are assigned or choose as a result of any registration or subscription procedure on the Website; and
- For all activities that occur under such USERID, passwords or other account identifiers.
- To notify Wisplite of any unauthorized use of your USERID, passwords or account(s) as you become aware of it.
3.2 Wisplite shall not be responsible or liable in any way, either directly or indirectly, for any loss or damage of any kind incurred as a result of, or in connection with, your failure to comply with this Section of the Agreement.
4. ACCURACY OF INFORMATION:
4.1 The Information comprising the Website are provided by Wisplite as a service to site visitors, registered users, company insiders and clients, on an "as-is, as-available" basis for informational purposes only.
4.2 Wisplite assumes no responsibility for any errors or omissions in this Information. Wisplite makes no commitment to update the Information contained herein.
4.3 Further, Wisplite cannot edit, control, review for truth or accuracy, or screen for defamation or obscenity any content provided to the Website by a third party through postings, uploaded files, or any other form of communication, nor can Wisplite ensure prompt removal of defamatory, obscene, inapproproate or unlawful content after transmission. Any such third party postings, files or other communications do not necessarily represent the opinions, beliefs, or positions of Wisplite.
5. RESTRICTIONS ON USE OF INFORMATION:
5.1 Without limiting the nature and effect of Wisplite's Copyright Notice, all Information on this Website, including but not limited to the manner in which it is presented, is copyright protected by United States, Canadian and worldwide copyright laws and treaty provisions, which copyrights are owned by Wisplite, its affiliates and/or licensors, all rights reserved.
5.2 In addition, some information on this Website may be copyright protected by other parties. Unless otherwise specified, no one has permission to copy, retransmit, redistribute, reproduce, re-publish or sell any part or aspect of this Website in any form, or any information found at this Website, whatsoever without the prior permission of the copyright holder.
5.3 Without limiting the generality of the foregoing, you agree not to commercially exploit, disseminate, nor otherwise communicate any part of such contents in any manner whatsoever, including electronically reproducing such contents onto any part of the Internet or any other local or international information technology system or repository, without prior written permission from Wisplite.
5.4 Without limiting the generality of the foregoing, you agree not to make derivative works of, broadcast or otherwise make available any of the content, material, or services or information obtained through the Website including without limitation by caching, framing or similar means, without the prior written consent of the respective copyright owner of such Information.
5.5 Wisplite disclaims any and all liability for any consequences that may result from any unauthorized reproduction or use of such contents whatsoever.
6. LINKS TO OTHER SITES:
6.1 Some links on the Website may take you to web sites that are not necessarily under Wisplite's control. These links are provided as a convenience only and are not an indicator of Wisplite's endorsement. Wisplite makes no representation or warranty regarding any linked site or the products, services or information contained on these sites. Wisplite does not endorse sites it has no control over unless otherwise indicated.
6.2 You agree that if you visit any linked sites you do so at your own risk and that it is your responsibility to take whatever protective measures may be necessary to guard against viruses and other destructive elements.
6.3 Wisplite accepts no responsibility or liability for the legality, accuracy, decency or copyright compliance, of any material contained on any site not controlled by Wisplite.
7. USER CONDUCT:
7.1 You agree to comply with this Agreement and all applicable laws in consideration of the availability and your use of the Website or any of Wisplite's Information.
7.2 You agree not to post, transmit, link to, or otherwise distribute any materials, information or content that would encourage or advocate conduct that would constitute a criminal offense or give rise to civil liability.
7.3 You agree not to use the Website or any of the Information provided in a manner that is contrary to law or would serve to inhibit or restrict any other User from using and/or enjoying the Website or Information.
7.4 You agree not to encourage, advocate or condone conduct that would constitute Cyber Crime, nor harass, stalk, threaten or defame nor otherwise violate the legal rights of others including without limitation rights relating to personal privacy.
7.5 You agree not to transmit, post, link to or otherwise distribute any inappropriate, defamatory, obscene, profane, indecent, infringing or unlawful information or material (including for greater clarity, software) that contains a virus, worm, Trojan Horse or other disruptive or harmful component.
7.6 You understand that Wisplite may investigate any violations of law and may cooperate with law enforcement authorities in prosecuting Users who are, or appear to be in the sole discretion of Wisplite, in violation of the terms and conditions of this Agreement or the law. You are advised to read our User Agreement for additional clarity.
8. USER RESPONSIBILITY FOR MINORS:
8.1 You understand and acknowledge that some Information available on the Website may contain material that is considered inappropriate for minors.
8.2 You agree that in cases where you have authorized a minor to use the Wisplite Website or access any of Wisplite' Information, you are and remain fully responsible:
- For the online conduct of the minor;
- For controlling the minor's access to and use of the Website; and
- For the consequences of any misuse by the minor.
9.1 You understand and agree that:
- The Website and any and all Information offered are provided on an "AS IS" and "AS AVAILABLE" basis. Wisplite makes no warranties, representations or conditions of any kind whether expressed or implied including but not limited to non-infringement, fitness for a particular purpose or implied warranties of merchantability. Any such warranties are hereby expressly disclaimed; and
- Wisplite specifically makes no warranties that their Website will be provided in a timely, error-free or secure basis or without interruption.
- Wisplite specifically makes no warranties that any of the Information offered including but not limited to information, content, products or services obtainable from, or through the use of, the Website will be provided in a timely, error-free or secure basis or without interruption.
- Wisplite makes no warranties that either their Website or the Information offered or the results derived therefrom will meet your expectations or requirements.
10.1 You agree to defend, indemnify and hold harmless Wisplite, its affiliates and licensors and their respective officers, directors, employees and agents, including all third parties mentioned on the Website from, and against, any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, resulting from or related to any of the following:
- your breach of any of these Terms and Conditions;
- your access to or use of the Website or Information; or
- your use or reliance upon or publication, communication or distribution of anything on or from a Website or through any of the Information provided.
10.2 You agree to use your best efforts to cooperate with us in the defense of any claim.
10.3 We reserve the right at our own expense to assume the exclusive defense and control of any matter otherwise subject to indemnification by you.
11. LIMITATION OF LIABILITY:
11.1 You agree that neither Wisplite or any affiliated companies or any officer, director or employee thereof, nor any person associated with the creation of this Website is liable or responsible to any person for any harm, loss or damage whether arising from negligence or contract, tort or otherwise that may occur in any connection with your use of this Website, including but not limited to any direct, indirect, third party, special or consequential damages.
11.2 You agree that in no event shall Wisplite, including its affiliates and licensors be liable for any damages whatsoever whether direct, indirect, incidental, consequential, special or exemplary damages or for any damages for loss of savings, profits, goodwill or other tangible or intangible losses regardless of whether or not Wisplite had been advised or could have foreseen the possibility of such damages occurring in connection with or out of any of the following:
- the performance, use or inability to use any of the Information available on the Website;
- any modification to or unauthorized access to any of your content or transmissions; or
- any other matter relating to the Website or any of the Information.
11.3 You agree that Wisplite has entered into this agreement, and have and will make the Website and Information available to you in reliance upon the limitations and exclusions of liability and the disclaimers set forth in this Agreement.
11.4 You agree that and that this Agreement forms the essential basis of the understanding and bargain between you and Wisplite.
11.5 You agree that the limitations and exclusions of liability and the disclaimers set forth herein will survive and continue to apply in the case of a fundamental breach or breaches, the failure of essential purpose of contract and/or the failure of any exclusive remedy or termination of this agreement.
12. GOVERNING LAW AND JURISDICTIONAL ISSUES:
12.1 All Websites and Information are operated, administered and controlled by Wisplite from its offices within the United States of America and/or Canada. Wisplite makes no representation or warranty that a Website or any of the Information is appropriate or available for use at in any specific jurisdiction.
12.2 You understand and agree that you may not export any of the Information accessible through the Website in violation of applicable export laws and regulations.
12.3 These Terms of Service shall be interpreted, construed and governed by the laws in force in the Province of Ontario, Canada, without reference to its conflict of law principles. Subject to Section 23, each party hereby agrees to submit to the jurisdiction of the courts of the Province of Ontario and to waive any objections based upon venue.
12.4 The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and Conditions.
13. ARBITRATION AND LEGAL ACTIONS:
13.1 Any dispute, controversy or claim arising out of or relating to these Terms of Service, your use of any Website or Information or the relationship that results from these Terms of Service including without limitation the performance, enforcement, breach, existence or validity of the matters provided for in these Terms of Service that cannot be amicably resolved, even if only one of the parties declares that there is a difference (collectively, a "Claim"), will be referred to and finally settled to the exclusion of the courts by PRIVATE AND CONFIDENTIAL BINDING ARTIBTRATION before a single arbitrator held in Toronto, Ontario.
13.2 You agree all communications, documentation and arbitration actions will be conducted in English and will be governed by Ontario law pursuant to the Arbitration Act, 1991 (Ontario), as may be amended, replaced or re-enacted from time to time.
13.3 The arbitrator shall be a legally trained individual who has Canadian experience in the information technology field and is independent of either party. Any such Claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim, controversy or dispute of any other party.
13.4 You agree to waive any right you may have to commence or participate in any class action against us related to any Claim. You also agree, where applicable, to opt out of any class proceedings against us.
13.5 Notwithstanding the foregoing we reserve the right to pursue the protection of intellectual property rights and confidential information through injunctive or whatever other equitable relief may be available to us through the courts.
14.1 You acknowledge and agree that Wisplite in its sole and absolute discretion may without notice to you suspend or terminate your account or your use of, or access to, the Website or any Information.
14.2 Wisplite may remove and/or discard any content or information related to the Website or any Information, and your use thereof, for any reason including but not limited to Wisplite's belief that you have violated any of these Terms of Service.
14.3 You agree that that Wisplite will not be liable to you or to any other person as a result of any suspension or termination of your account or privileges.
14.4 You agree that if you are dissatisfied with the Website or any Information or with any term, condition, rule, policy, guideline or practice involved in the operation of the Website or any Information your sole and exclusive remedy is to discontinue using the Website or Information.